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(f/k/a The NPD Group, L.P.)) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:FoodStaplesRetailingMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Cambrex Corporation | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Packaging Coordinators Midco, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Packaging Coordinators Midco, Inc. | First lien senior secured delayed draw term loan 1 | Non-Affiliated Issuer2025-12-310001747777Packaging Coordinators Midco, Inc. | First lien senior secured delayed draw term loan 2 | Non-Affiliated Issuer2025-12-310001747777PerkinElmer U.S. LLC | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:HealthCareEquipmentSuppliesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Bristol Hospice L.L.C. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Covetrus, Inc. | Second lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Engage Debtco Limited | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Engage Debtco Limited | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777EresearchTechnology, Inc. (dba Clario) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777KWOL Acquisition, Inc. (dba Worldwide Clinical Trials) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Natural Partners, LLC | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777OneOncology, LLC | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777OneOncology, LLC | First lien senior secured delayed draw term loan 1 | Non-Affiliated Issuer2025-12-310001747777OneOncology, LLC | First lien senior secured delayed draw term loan 2 | Non-Affiliated Issuer2025-12-310001747777PetVet Care Centers, LLC | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777PetVet Care Centers, LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Valeris, Inc. (fka Phantom Purchaser, Inc.) | First lien senior secured loan 1 | Non-Affiliated Issuer2025-12-310001747777Valeris, Inc. (fka Phantom Purchaser, Inc.) | First lien senior secured loan 2 | Non-Affiliated Issuer2025-12-310001747777Vermont Aus Pty Ltd | First lien senior secured AUD term loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:HealthCareProvidersServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Athenahealth Group Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777BCPE Osprey Buyer, Inc. (dba PartsSource) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777BCPE Osprey Buyer, Inc. (dba PartsSource) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777BCPE Osprey Buyer, Inc. (dba PartsSource) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Color Intermediate, LLC (dba ClaimsXten) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777GI Ranger Intermediate, LLC (dba Rectangle Health) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777GI Ranger Intermediate, LLC (dba Rectangle Health) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Greenway Health, LLC | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Himalaya Topco LLC (dba HealthEdge) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Hyland Software, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Indikami Bidco, LLC (dba IntegriChain) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Indikami Bidco, LLC (dba IntegriChain) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Indikami Bidco, LLC (dba IntegriChain) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Inovalon Holdings, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Inovalon Holdings, Inc. | Second lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Interoperability Bidco, Inc. (dba Lyniate) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Modernizing Medicine, Inc. (dba ModMed) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Neptune Holdings, Inc. (dba NexTech) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777RL Datix Holdings (USA), Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777RL Datix Holdings (USA), Inc. | First lien senior secured GBP term loan | Non-Affiliated Issuer2025-12-310001747777Salinger Bidco Inc. (dba Surgical Information Systems) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Salinger Bidco Inc. (dba Surgical Information Systems) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:HealthcareTechnologyMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777MINDBODY, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:HotelsRestaurantsLeisureMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777BCTO BSI Buyer, Inc. (dba Buildertrend) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:HouseholdDurablesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Aptean Acquiror, Inc. (dba Aptean) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Aptean Acquiror, Inc. (dba Aptean) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777QAD, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:IndustrialConglomeratesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777AmeriLife Holdings LLC | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777AmeriLife Holdings LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Asurion, LLC | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Asurion, LLC | Second lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Diamond Insure Bidco (dba Acturis) | First lien senior secured EUR term loan | Non-Affiliated Issuer2025-12-310001747777Diamond Insure Bidco (dba Acturis) | First lien senior secured GBP term loan | Non-Affiliated Issuer2025-12-310001747777Galway Borrower LLC | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Integrity Marketing Acquisition, LLC | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Iris Specialty Acquisition LLC (dba Integrated Specialty Coverages) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777One, Inc. Software Corporation | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Simplicity Financial Marketing Group Holdings, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Trucordia Insurance Holdings, LLC | Second lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberus-gaap:InsuranceSectorMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Aurelia Netherlands B.V. | First lien senior secured EUR term loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:InternetDirectMarketingRetailMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Flexera Software LLC | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Flexera Software LLC | First lien senior secured EUR term loan | Non-Affiliated Issuer2025-12-310001747777Kaseya Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Kaseya Inc. | Second lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Severin Acquisition, LLC (dba PowerSchool) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Severin Acquisition, LLC (dba PowerSchool) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Spaceship Purchaser, Inc. (dba Squarespace) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberus-gaap:TechnologySectorMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Bamboo US BidCo LLC | First lien senior secured EUR term loan | Non-Affiliated Issuer2025-12-310001747777Bamboo US BidCo LLC | First lien senior secured delayed draw term loan 1 | Non-Affiliated Issuer2025-12-310001747777Bamboo US BidCo LLC | First lien senior secured delayed draw term loan 2 | Non-Affiliated Issuer2025-12-310001747777Bracket Intermediate Holding Corp. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Commander Buyer, Inc. (dba CenExel) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Creek Parent, Inc. (dba Catalent) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:LifeSciencesToolsServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Monotype Imaging Holdings Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:MediaMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777PDI TA Holdings, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:MultilineRetailMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Foundation Consumer Brands, LLC | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Pacific BidCo Inc. | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:PharmaceuticalsMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777BCTO WIW Holdings, Inc. (dba When I Work) | Senior convertible notes | Non-Affiliated Issuer2025-12-310001747777Certinia Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777CloudPay, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Cornerstone OnDemand, Inc. | Second lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Gerson Lehrman Group, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Proofpoint, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Proofpoint, Inc. | Second lien senior secured loan 1 | Non-Affiliated Issuer2025-12-310001747777Proofpoint, Inc. | Second lien senior secured loan 2 | Non-Affiliated Issuer2025-12-310001747777Sensor Technology Topco, Inc. (dba Humanetics) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Sensor Technology Topco, Inc. (dba Humanetics) | First lien senior secured EUR term loan | Non-Affiliated Issuer2025-12-310001747777Sensor Technology Topco, Inc. (dba Humanetics) | First lien senior secured EUR delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Sensor Technology Topco, Inc. (dba Humanetics) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Sensor Technology Topco, Inc. (dba Humanetics) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Sovos Compliance, LLC | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Thunder Purchaser, Inc. (dba Vector Solutions) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777TK Operations Ltd (dba Travelperk, Inc.) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:ProfessionalServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777RealPage, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:RealEstateManagementDevelopmentMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777McQueen Bidco PTY LTD. (dba Infomedia) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777OECONNECTION LLC | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:SpecialtyRetailMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Acquia Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Activate Holdings (US) Corp. (dba Absolute Software) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Appfire Technologies, LLC | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Arctic Wolf Networks, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Arctic Wolf Networks, Inc. | Senior convertible notes | Non-Affiliated Issuer2025-12-310001747777Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Barracuda Parent, LLC | First lien senior secured loan 1 | Non-Affiliated Issuer2025-12-310001747777Barracuda Parent, LLC | Second lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Barracuda Parent, LLC | First lien senior secured loan 2 | Non-Affiliated Issuer2025-12-310001747777Bayshore Intermediate #2, L.P. (dba Boomi) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Bayshore Intermediate #2, L.P. (dba Boomi) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Circle Internet Services, Inc. | Subordinated Convertible Security | Non-Affiliated Issuer2025-12-310001747777ConnectWise, LLC | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Crewline Buyer, Inc. (dba New Relic) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Databricks, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Delinea Buyer, Inc. (f/k/a Centrify) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Delta TopCo, Inc. (dba Infoblox, Inc.) | Second lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Forescout Technologies, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777H&F Opportunities LUX III S.À R.L (dba Checkmarx) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777LogRhythm, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Securonix, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Sitecore Holding III A/S | First lien senior secured EUR term loan | Non-Affiliated Issuer2025-12-310001747777Sitecore Holding III A/S | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Sitecore USA, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Sophos Holdings, LLC | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Talon MidCo 2 Limited | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777Tricentis Operations Holdings, Inc. | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:SystemsSoftwareMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777CCI BUYER, INC. (dba Consumer Cellular) | First lien senior secured loan | Non-Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:WirelessTelecommunicationServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:DebtSecuritiesMember2025-12-310001747777us-gaap:InvestmentUnaffiliatedIssuerMemberortf:MiscellaneousDebtCommitmentsNettingMember2025-12-310001747777us-gaap:InvestmentUnaffiliatedIssuerMemberortf:TotalCompanyInvestmentsIncludingMiscellaneousDebtCommitmentsBeforeNettingMember2025-12-310001747777Space Exploration Technologies Corp. | Class A Common Stock | Non-Affiliated Issuer2025-12-310001747777Space Exploration Technologies Corp. | Class C Common Stock | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberus-gaap:AerospaceSectorMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-3100017477776Sense Insights, Inc. | Series E-1 Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Alpha Partners Technology Merger Corp | Common stock | Non-Affiliated Issuer2025-12-310001747777Alpha Partners Technology Merger Corp | Warrants | Non-Affiliated Issuer2025-12-310001747777AlphaSense, LLC | Series E Preferred Shares | Non-Affiliated Issuer2025-12-310001747777Bird Holding B.V. (fka MessageBird Holding B.V.) | Extended Series C Warrants | Non-Affiliated Issuer2025-12-310001747777Diligent Preferred Issuer, Inc. (dba Diligent Corporation) | Preferred Stock | Non-Affiliated Issuer2025-12-310001747777EShares, Inc. (dba Carta) | Series E Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC) | LP Interest | Non-Affiliated Issuer2025-12-310001747777Nylas, Inc. | Series C Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Project Alpine Co-Invest Fund, LP | LP Interest | Non-Affiliated Issuer2025-12-310001747777Saturn Ultimate, Inc. | Common stock | Non-Affiliated Issuer2025-12-310001747777Simpler Postage, Inc. (dba Easypost) | Warrants | Non-Affiliated Issuer2025-12-310001747777Valor Compute Infrastructure L.P. | LP Interest | Non-Affiliated Issuer2025-12-310001747777VCI Intermediate TopCo 1 LLC | Class B Units | Non-Affiliated Issuer2025-12-310001747777Zoro TopCo, L.P. | Class A Common Units | Non-Affiliated Issuer2025-12-310001747777Zoro TopCo, Inc. | Series A Preferred Equity | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:ApplicationSoftwareMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Acorns Grow Incorporated | Series F Preferred Stock | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:CapitalMarketsMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Rome Topco Holdings, LLC (dba SimpliSafe) | Class A Units | Non-Affiliated Issuer2025-12-310001747777Rome Topco Holdings, LLC (dba SimpliSafe) | Class B Units | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:CommercialServicesSuppliesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Dodge Construction Network Holdings, L.P. | Class A-2 Common Units | Non-Affiliated Issuer2025-12-310001747777Dodge Construction Network Holdings, L.P. | Series A Preferred Units | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberus-gaap:ConstructionSectorMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777SLA Eclipse Co-Invest, L.P. | LP Interest | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:DiversifiedConsumerServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Amergin Asset Management, LLC | Specialty finance equity investment | Non-Affiliated Issuer2025-12-310001747777Brex, Inc. | Class A Units | Non-Affiliated Issuer2025-12-310001747777Brex, Inc. | Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Juniper Square, Inc. | Warrants | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:DiversifiedFinancialServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777KPCI Co-Invest 2, L.P. | Class A Units | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:HealthCareEquipmentSuppliesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777BEHP Co-Investor II, L.P. | LP Interest | Non-Affiliated Issuer2025-12-310001747777Minerva Holdco, Inc. | Senior A Preferred Stock | Non-Affiliated Issuer2025-12-310001747777ModMed Software Midco Holdings, Inc. (dba ModMed) | Series A Preferred Units | Non-Affiliated Issuer2025-12-310001747777Orange Blossom Parent, Inc. | Common Units | Non-Affiliated Issuer2025-12-310001747777WP Irving Co-Invest, L.P. | Partnership Units | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:HealthcareTechnologyMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777KWOL Acquisition, Inc. (dba Worldwide Clinical Trials) | Class A Interest | Non-Affiliated Issuer2025-12-310001747777Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers) | Series A Preferred Stock | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:HealthCareProvidersServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.) | Series A Preferred Stock | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:HotelsRestaurantsLeisureMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Accelerate Topco Holdings, LLC | Common Units | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberus-gaap:InsuranceSectorMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Kajabi Holdings, LLC | Senior Preferred Class D Units | Non-Affiliated Issuer2025-12-310001747777Linked Store Cayman Ltd. (dba Nuvemshop) | Series E Preferred Stock | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:InternetDirectMarketingRetailMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777JumpCloud, Inc. | Series B Preferred Stock | Non-Affiliated Issuer2025-12-310001747777JumpCloud, Inc. | Series F Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Nscale Global Holdings Limited | Preferred equity | Non-Affiliated Issuer2025-12-310001747777Nscale Global Holdings Limited | Series B Preferred Shares | Non-Affiliated Issuer2025-12-310001747777Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.) | Perpetual Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Replicated, Inc. | Series C Preferred Stock | Non-Affiliated Issuer2025-12-310001747777WMC Bidco, Inc. (dba West Monroe) | Senior Preferred Stock | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberus-gaap:TechnologySectorMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Baypine Commander Co-Invest, LP | LP Interest | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:LifeSciencesToolsServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777XOMA Corporation | Warrants | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:PharmaceuticalsMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777CloudPay, Inc. | Series E Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand, Inc.) | Series A Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Thunder Topco L.P. (dba Vector Solutions) | Common Units | Non-Affiliated Issuer2025-12-310001747777TravelPerk, Inc. | Warrants | Non-Affiliated Issuer2025-12-310001747777Vestwell Holdings Inc. | Series D Preferred Stock | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:ProfessionalServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Bolt Technology OÜ | Preferred Stock | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:RoadRailMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Algolia, Inc. | Series C Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Algolia, Inc. | Series D Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Arctic Wolf Networks, Inc. | Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Axonius, Inc. | Series E Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Brooklyn Lender Co-Invest 2, L.P. (dba Boomi) | Common Units | Non-Affiliated Issuer2025-12-310001747777Chrome Investors LP | LP Interest | Non-Affiliated Issuer2025-12-310001747777Circle Internet Services, Inc. | Warrants | Non-Affiliated Issuer2025-12-310001747777Circle Internet Services, Inc. | Series D Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Circle Internet Services, Inc. | Series E Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Circle Internet Services, Inc. | Series F Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Elliott Alto Co-Investor Aggregator L.P. | LP Interest | Non-Affiliated Issuer2025-12-310001747777Excalibur CombineCo, L.P. | Class A Units | Non-Affiliated Issuer2025-12-310001747777Halo Purchaser, LLC | Class B PIK Preferred Equity | Non-Affiliated Issuer2025-12-310001747777Halo Purchaser, LLC | Class H Warrant Units | Non-Affiliated Issuer2025-12-310001747777HARNESS INC. | Series D Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Illumio, Inc. | Common stock | Non-Affiliated Issuer2025-12-310001747777Illumio, Inc. | Series F Preferred Stock | Non-Affiliated Issuer2025-12-310001747777Project Hotel California Co-Invest Fund, L.P. | LP Interest | Non-Affiliated Issuer2025-12-310001747777Veeam Software Group | Series C Preferred Shares | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:SystemsSoftwareMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777Blend Labs, Inc. | Warrants | Non-Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:ThriftsMortgageFinanceMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001747777us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:EquitySecuritiesMember2025-12-310001747777AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC | Specialty finance debt investment | Affiliated Issuer2025-12-310001747777AAM Series 2.1 Aviation Feeder, LLC | Specialty finance debt investment | Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:DiversifiedFinancialServicesMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2025-12-310001747777Coherent Group Inc. | Convertible notes | Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberus-gaap:InsuranceSectorMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2025-12-310001747777Walker Edison Furniture Company LLC | First lien senior secured loan 1 | Affiliated Issuer2025-12-310001747777Walker Edison Furniture Company LLC | First lien senior secured loan 2 | Affiliated Issuer2025-12-310001747777Walker Edison Furniture Company LLC | First lien senior secured revolving loan | Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberortf:InternetDirectMarketingRetailMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2025-12-310001747777Pluralsight, LLC | First lien senior secured loan 1 | Affiliated Issuer2025-12-310001747777Pluralsight, LLC | First lien senior secured loan 2 | Affiliated Issuer2025-12-310001747777us-gaap:DebtSecuritiesMemberus-gaap:TechnologySectorMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2025-12-310001747777us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberus-gaap:DebtSecuritiesMember2025-12-310001747777us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberortf:MiscellaneousDebtCommitmentsNettingMember2025-12-310001747777us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberortf:TotalCompanyInvestmentsIncludingMiscellaneousDebtCommitmentsBeforeNettingMember2025-12-310001747777Blue Owl Cross-Strategy Opportunities LLC | Specialty finance equity investment | Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:AssetBasedLendingAndFundFinanceMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2025-12-310001747777AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC | Specialty finance equity investment | Affiliated Issuer2025-12-310001747777AAM Series 2.1 Aviation Feeder, LLC | Specialty finance equity investment | Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:DiversifiedFinancialServicesMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2025-12-310001747777Coherent Group Inc. | Series B Preferred Shares | Affiliated Issuer2025-12-310001747777Fifth Season Investments LLC | Specialty finance equity investment | Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberus-gaap:InsuranceSectorMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2025-12-310001747777Signifyd Inc. | Preferred equity | Affiliated Issuer2025-12-310001747777Walker Edison Holdco LLC | Common Units | Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:InternetDirectMarketingRetailMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2025-12-310001747777Paradigmatic Holdco LLC (dba Pluralsight) | Common stock | Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberus-gaap:TechnologySectorMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2025-12-310001747777LSI Financing 1 DAC | Specialty finance equity investment | Affiliated Issuer2025-12-310001747777LSI Financing LLC | Specialty finance equity investment | Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:PharmaceuticalsMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2025-12-310001747777Help HP SCF Investor, LP | LP Interest | Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:SystemsSoftwareMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2025-12-310001747777us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberus-gaap:EquitySecuritiesMember2025-12-310001747777Revolut Ribbit Holdings, LLC | LLC Interest | Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:DiversifiedFinancialServicesMemberus-gaap:InvestmentAffiliatedIssuerControlledMember2025-12-310001747777Blue Owl Credit SLF LLC | LLC Interest | Affiliated Issuer2025-12-310001747777Blue Owl Leasing LLC | LLC Interest | Affiliated Issuer2025-12-310001747777Stripe Blue Owl Holdings LLC | LLC Interest | Affiliated Issuer2025-12-310001747777us-gaap:EquitySecuritiesMemberortf:JointVenturesMemberus-gaap:InvestmentAffiliatedIssuerControlledMember2025-12-310001747777us-gaap:InvestmentAffiliatedIssuerControlledMemberus-gaap:EquitySecuritiesMember2025-12-310001747777us-gaap:InterestRateSwapMemberortf:April2029NotesMemberus-gaap:UnsecuredDebtMember2025-12-310001747777us-gaap:InterestRateSwapMemberortf:March2028NotesMemberus-gaap:UnsecuredDebtMember2025-12-310001747777us-gaap:InterestRateSwapMemberus-gaap:UnsecuredDebtMember2025-12-310001747777ortf:PoundSterlingForeignCurrencyForwardContract1202026Memberortf:GoldmanSachsBankUSAMemberus-gaap:LongMember2025-12-310001747777ortf:PoundSterlingForeignCurrencyForwardContract1202026Memberortf:GoldmanSachsBankUSAMemberus-gaap:ShortMember2025-12-310001747777ortf:GoldmanSachsBankUSAMemberortf:PoundSterlingForeignCurrencyForwardContract1202026Member2025-12-310001747777ortf:PoundSterlingForeignCurrencyForwardContract1202026Memberortf:SMBCCapitalMarketsInc.Memberus-gaap:LongMember2025-12-310001747777ortf:PoundSterlingForeignCurrencyForwardContract1202026Memberortf:SMBCCapitalMarketsInc.Memberus-gaap:ShortMember2025-12-310001747777ortf:SMBCCapitalMarketsInc.Memberortf:PoundSterlingForeignCurrencyForwardContract1202026Member2025-12-310001747777ortf:EuroForeignCurrencyForwardContract7172026Memberortf:SMBCCapitalMarketsInc.Memberus-gaap:LongMember2025-12-310001747777ortf:EuroForeignCurrencyForwardContract7172026Memberortf:SMBCCapitalMarketsInc.Memberus-gaap:ShortMember2025-12-310001747777ortf:SMBCCapitalMarketsInc.Memberortf:EuroForeignCurrencyForwardContract7172026Member2025-12-310001747777ortf:EuroForeignCurrencyForwardContract7172026Memberortf:GoldmanSachsBankUSAMemberus-gaap:LongMember2025-12-310001747777ortf:EuroForeignCurrencyForwardContract7172026Memberortf:GoldmanSachsBankUSAMemberus-gaap:ShortMember2025-12-310001747777ortf:GoldmanSachsBankUSAMemberortf:EuroForeignCurrencyForwardContract7172026Member2025-12-310001747777ortf:EuroForeignCurrencyForwardContract71720262Memberortf:SMBCCapitalMarketsInc.Memberus-gaap:LongMember2025-12-310001747777ortf:EuroForeignCurrencyForwardContract71720262Memberortf:SMBCCapitalMarketsInc.Memberus-gaap:ShortMember2025-12-310001747777ortf:SMBCCapitalMarketsInc.Memberortf:EuroForeignCurrencyForwardContract71720262Member2025-12-310001747777ortf:AustralianDollarForeignCurrencyForwardContract1202026Memberortf:GoldmanSachsBankUSAMemberus-gaap:LongMember2025-12-310001747777ortf:AustralianDollarForeignCurrencyForwardContract1202026Memberortf:GoldmanSachsBankUSAMemberus-gaap:ShortMember2025-12-310001747777ortf:GoldmanSachsBankUSAMemberortf:AustralianDollarForeignCurrencyForwardContract1202026Member2025-12-310001747777us-gaap:ForeignExchangeForwardMember2025-12-310001747777Aerosmith Bidco 1 Limited (dba Audiotonix) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777AI Titan Parent, Inc. (dba Prometheus Group) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777AlphaSense, Inc. | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777AmeriLife Holdings LLC | First lien senior secured delayed draw term loan 1 | Non-Affiliated Issuer2025-12-310001747777AmeriLife Holdings LLC | First lien senior secured delayed draw term loan 2 | Non-Affiliated Issuer2025-12-310001747777Appfire Technologies, LLC | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Aptean Acquiror, Inc. (dba Aptean) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Artifact Bidco, Inc. (dba Avetta) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Associations, Inc. | First lien senior secured delayed draw term loan 1 | Non-Affiliated Issuer2025-12-310001747777Associations, Inc. | First lien senior secured delayed draw term loan 2 | Non-Affiliated Issuer2025-12-310001747777Bamboo US BidCo LLC | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Bracket Intermediate Holding Corp. | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777BusinessSolver.com, Inc. | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Cambrex Corporation | First lien senior secured delayed draw term loan 1 | Non-Affiliated Issuer2025-12-310001747777Cambrex Corporation | First lien senior secured delayed draw term loan 2 | Non-Affiliated Issuer2025-12-310001747777CCM Midco, LLC (f/k/a Cresset Capital Management, LLC) | First lien senior secured delayed draw term loan 1 | Non-Affiliated Issuer2025-12-310001747777CCM Midco, LLC (f/k/a Cresset Capital Management, LLC) | First lien senior secured delayed draw term loan 2 | Non-Affiliated Issuer2025-12-310001747777CivicPlus, LLC | First lien senior secured delayed draw term loan 1 | Non-Affiliated Issuer2025-12-310001747777CivicPlus, LLC | First lien senior secured delayed draw term loan 2 | Non-Affiliated Issuer2025-12-310001747777Commander Buyer, Inc. (dba CenExel) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Computer Services, Inc. (dba CSI) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777CoreTrust Purchasing Group LLC | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Coupa Holdings, LLC | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant) | First lien senior secured delayed draw term loan 1 | Non-Affiliated Issuer2025-12-310001747777CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant) | First lien senior secured delayed draw term loan 2 | Non-Affiliated Issuer2025-12-310001747777Databricks, Inc. | First lien senior secured delayed draw term loan 1 | Non-Affiliated Issuer2025-12-310001747777Eagan Parent, Inc. (dba Elite) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Databricks, Inc. | First lien senior secured delayed draw term loan 2 | Non-Affiliated Issuer2025-12-310001747777EET Buyer, Inc. (dba e-Emphasys) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777EresearchTechnology, Inc. (dba Clario) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Galway Borrower LLC | First lien senior secured delayed draw term loan | Non-Affiliated Issuer 7/20262025-12-310001747777GS Acquisitionco, Inc. (dba insightsoftware) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777GS Acquisitionco, Inc. (dba insightsoftware) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer 3/20262025-12-310001747777Gusto, Inc. | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Himalaya Topco LLC (dba HealthEdge) | First lien senior secured delayed draw term loan 1 | Non-Affiliated Issuer2025-12-310001747777Himalaya Topco LLC (dba HealthEdge) | First lien senior secured delayed draw term loan 2 | Non-Affiliated Issuer2025-12-310001747777Integrity Marketing Acquisition, LLC | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Interoperability Bidco, Inc. (dba Lyniate) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Iris Specialty Acquisition LLC (dba Integrated Specialty Coverages) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777KWOL Acquisition, Inc. (dba Worldwide Clinical Trials) | First lien senior secured delayed draw term loan 1 | Non-Affiliated Issuer2025-12-310001747777KWOL Acquisition, Inc. (dba Worldwide Clinical Trials) | First lien senior secured delayed draw term loan 2 | Non-Affiliated Issuer2025-12-310001747777Lighthouse Buyer, Inc. (dba Harbor Compliance) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Litera Bidco LLC | First lien senior secured delayed draw term loan 1 | Non-Affiliated Issuer2025-12-310001747777Litera Bidco LLC | First lien senior secured delayed draw term loan 2 | Non-Affiliated Issuer2025-12-310001747777ManTech International Corporation | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777ML Holdco, Inc. (dba Meridian Link) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Monotype Imaging Holdings Inc. | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777OECONNECTION LLC | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777One, Inc. Software Corporation | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777OneOncology, LLC | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Packaging Coordinators Midco, Inc. | First lien senior secured delayed draw term loan 1 | Non-Affiliated Issuer 4/20262025-12-310001747777Packaging Coordinators Midco, Inc. | First lien senior secured delayed draw term loan 2 | Non-Affiliated Issuer 4/20262025-12-310001747777PerkinElmer U.S. LLC | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Pike Corp. | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777RL Datix Holdings (USA), Inc. | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Salinger Bidco Inc. (dba Surgical Information Systems) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Sentinel Buyer Corp. (dba SimpliSafe) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Severin Acquisition, LLC (dba PowerSchool) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer 10/20272025-12-310001747777Simpler Postage, Inc. (dba Easypost) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Simplicity Financial Marketing Group Holdings, Inc. | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Smarsh Inc. | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Spaceship Purchaser, Inc. (dba Squarespace) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Tamarack Intermediate, L.L.C. (dba Verisk 3E) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Themis Solutions Inc. (dba Clio) | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Tricentis Operations Holdings, Inc. | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Unit4 Group Holding B.V. | First lien senior secured EUR delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Unit4 Group Holding B.V. | First lien senior secured EUR term loan | Non-Affiliated Issuer2025-12-310001747777Zendesk, Inc. | First lien senior secured delayed draw term loan | Non-Affiliated Issuer2025-12-310001747777Accommodations Plus Technologies LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Acquia Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Activate Holdings (US) Corp. (dba Absolute Software) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Aerosmith Bidco 1 Limited (dba Audiotonix) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777AI Titan Parent, Inc. (dba Prometheus Group) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777AmeriLife Holdings LLC | First lien senior secured revolving loan | Non-Affiliated Issuer 8/20282025-12-310001747777Anaplan, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Appfire Technologies, LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Aptean Acquiror, Inc. (dba Aptean) | First lien senior secured revolving loan | Non-Affiliated Issuer 1/20312025-12-310001747777Arrow Borrower 2025, Inc. (dba AvidXchange) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Artifact Bidco, Inc. (dba Avetta) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Associations, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Bamboo US BidCo LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Bayshore Intermediate #2, L.P. (dba Boomi) | First lien senior secured revolving loan | Non-Affiliated Issuer 10/20272025-12-310001747777BCPE Osprey Buyer, Inc. (dba PartsSource) | First lien senior secured revolving loan | Non-Affiliated Issuer 8/20262025-12-310001747777BCTO BSI Buyer, Inc. (dba Buildertrend) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Bracket Intermediate Holding Corp. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Bristol Hospice L.L.C. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777BTRS Holdings Inc. (dba Billtrust) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777BusinessSolver.com, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Cambrex Corporation | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777CCI BUYER, INC. (dba Consumer Cellular) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777CCM Midco, LLC (f/k/a Cresset Capital Management, LLC) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Certinia Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777CivicPlus, LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Commander Buyer, Inc. (dba CenExel) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777CoreTrust Purchasing Group LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Coupa Holdings, LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Creek Parent, Inc. (dba Catalent) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Crewline Buyer, Inc. (dba New Relic) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Deerfield Dakota Holdings | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Delinea Buyer, Inc. (f/k/a Centrify) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Denali Intermediate Holdings, Inc. (dba Dun & Bradstreet) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Eagan Parent, Inc. (dba Elite) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777EET Buyer, Inc. (dba e-Emphasys) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Einstein Parent, Inc. (dba Smartsheet) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777EresearchTechnology, Inc. (dba Clario) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Flexera Software LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Forescout Technologies, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Foundation Consumer Brands, LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Gainsight, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Galway Borrower LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Gerson Lehrman Group, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777GI Ranger Intermediate, LLC (dba Rectangle Health) | First lien senior secured revolving loan | Non-Affiliated Issuer 10/20272025-12-310001747777Granicus, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777GS Acquisitionco, Inc. (dba insightsoftware) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777H&F Opportunities LUX III S.À R.L (dba Checkmarx) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Himalaya Topco LLC (dba HealthEdge) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Hyland Software, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Icefall Parent, Inc. (dba EngageSmart) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Indikami Bidco, LLC (dba IntegriChain) | First lien senior secured revolving loan | Non-Affiliated Issuer 6/20302025-12-310001747777Integrity Marketing Acquisition, LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Interoperability Bidco, Inc. (dba Lyniate) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.)) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Iris Specialty Acquisition LLC (dba Integrated Specialty Coverages) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Jeppesen Holdings, LLC | First lien senior secured multi-currency revolving loan | Non-Affiliated Issuer2025-12-310001747777JS Parent, Inc. (dba Jama Software) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777KWOL Acquisition, Inc. (dba Worldwide Clinical Trials) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Lighthouse Buyer, Inc. (dba Harbor Compliance) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Litera Bidco LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777LogRhythm, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Magnet Forensics, LLC (f/k/a Grayshift, LLC) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777ManTech International Corporation | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777McQueen Bidco PTY LTD. (dba Infomedia) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777MINDBODY, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Ministry Brands Holdings, LLC | First lien senior secured revolving loan | Non-Affiliated Issuer 12/20272025-12-310001747777Minotaur Acquisition, Inc. (dba Inspira Financial) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Modernizing Medicine, Inc. (dba ModMed) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Monotype Imaging Holdings Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Natural Partners, LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Neptune Holdings, Inc. (dba NexTech) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777NMI Acquisitionco, Inc. (dba Network Merchants) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777OECONNECTION LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777OneOncology, LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777One, Inc. Software Corporation | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Packaging Coordinators Midco, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777PDI TA Holdings, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Pike Corp. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777QAD, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Relativity ODA LLC | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777RL Datix Holdings (USA), Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Salinger Bidco Inc. (dba Surgical Information Systems) | First lien senior secured revolving loan | Non-Affiliated Issuer 5/20312025-12-310001747777Securonix, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Sensor Technology Topco, Inc. (dba Humanetics) | First lien senior secured revolving loan | Non-Affiliated Issuer 5/20282025-12-310001747777Severin Acquisition, LLC (dba PowerSchool) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Simplicity Financial Marketing Group Holdings, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Smarsh Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer 2/20292025-12-310001747777Spaceship Purchaser, Inc. (dba Squarespace) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Talon MidCo 2 Limited | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Tamarack Intermediate, L.L.C. (dba Verisk 3E) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Themis Solutions Inc. (dba Clio) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Thunder Purchaser, Inc. (dba Vector Solutions) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Tricentis Operations Holdings, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Unit4 Group Holding B.V. | First lien senior secured EUR revolving loan | Non-Affiliated Issuer2025-12-310001747777Valeris, Inc. (fka Phantom Purchaser, Inc.) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Velocity HoldCo III Inc. (dba VelocityEHS) | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Zendesk, Inc. | First lien senior secured revolving loan | Non-Affiliated Issuer2025-12-310001747777Total non-controlled/non-affiliated - debt commitments2025-12-310001747777Chrome Investors LP | LP Interest | Non-Affiliated Issuer N/A2025-12-310001747777Valor Compute Infrastructure L.P. | LP Interest | Non-Affiliated Issuer N/A2025-12-310001747777Total non-controlled/non-affiliated - equity commitments2025-12-310001747777Pluralsight, LLC | First lien senior secured delayed draw term loan | Affiliated Issuer2025-12-310001747777Walker Edison Furniture Company LLC | First lien senior secured delayed draw term loan 1 | Affiliated Issuer2025-12-310001747777Walker Edison Furniture Company LLC | First lien senior secured delayed draw term loan 2 | Affiliated Issuer2025-12-310001747777Pluralsight, LLC | First lien senior secured revolving loan | Affiliated Issuer2025-12-310001747777Total non-controlled/affiliated - debt commitments2025-12-310001747777AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC | Specialty finance equity investment | Affiliated Issuer N/A2025-12-310001747777LSI Financing LLC | Specialty finance equity investment | Affiliated Issuer N/A2025-12-310001747777Total non-controlled/affiliated - equity commitments2025-12-310001747777Total Portfolio Company Commitments2025-12-310001747777AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC, Affiliated Issuer2024-12-310001747777AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC, Affiliated Issuer2025-01-012025-12-310001747777AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC, Affiliated Issuer2025-12-310001747777AAM Series 2.1 Aviation Feeder, LLC, Affiliated Issuer2024-12-310001747777AAM Series 2.1 Aviation Feeder, LLC, Affiliated Issuer2025-01-012025-12-310001747777AAM Series 2.1 Aviation Feeder, LLC, Affiliated Issuer2025-12-310001747777Blue Owl Cross-Strategy Opportunities LLC, Affiliated Issuer2024-12-310001747777Blue Owl Cross-Strategy Opportunities LLC, Affiliated Issuer2025-01-012025-12-310001747777Blue Owl Cross-Strategy Opportunities LLC, Affiliated Issuer2025-12-310001747777Coherent Group Inc., Affiliated Issuer2024-12-310001747777Coherent Group Inc., Affiliated Issuer2025-01-012025-12-310001747777Coherent Group Inc., Affiliated Issuer2025-12-310001747777Fifth Season Investments LLC, Affiliated Issuer2024-12-310001747777Fifth Season Investments LLC, Affiliated Issuer2025-01-012025-12-310001747777Fifth Season Investments LLC, Affiliated Issuer2025-12-310001747777Help HP SCF Investor, LP, Affiliated Issuer2024-12-310001747777Help HP SCF Investor, LP, Affiliated Issuer2025-01-012025-12-310001747777Help HP SCF Investor, LP, Affiliated Issuer2025-12-310001747777LSI Financing 1 DAC, Affiliated Issuer2024-12-310001747777LSI Financing 1 DAC, Affiliated Issuer2025-01-012025-12-310001747777LSI Financing 1 DAC, Affiliated Issuer2025-12-310001747777LSI Financing LLC, Affiliated Issuer2024-12-310001747777LSI Financing LLC, Affiliated Issuer2025-01-012025-12-310001747777LSI Financing LLC, Affiliated Issuer2025-12-310001747777Pluralsight, LLC, Affiliated Issuer2024-12-310001747777Pluralsight, LLC, Affiliated Issuer2025-01-012025-12-310001747777Pluralsight, LLC, Affiliated Issuer2025-12-310001747777Securiti, Inc., Affiliated Issuer2024-12-310001747777Securiti, Inc., Affiliated Issuer2025-01-012025-12-310001747777Securiti, Inc., Affiliated Issuer2025-12-310001747777Signifyd Inc., Affiliated Issuer2024-12-310001747777Signifyd Inc., Affiliated Issuer2025-01-012025-12-310001747777Signifyd Inc., Affiliated Issuer2025-12-310001747777Walker Edison Furniture Company LLC, Affiliated Issuer2024-12-310001747777Walker Edison Furniture Company LLC, Affiliated Issuer2025-01-012025-12-310001747777Walker Edison Furniture Company LLC, Affiliated Issuer2025-12-310001747777Blue Owl Credit SLF LLC, Affiliated Issuer2024-12-310001747777Blue Owl Credit SLF LLC, Affiliated Issuer2025-01-012025-12-310001747777Blue Owl Credit SLF LLC, Affiliated Issuer2025-12-310001747777Blue Owl Leasing LLC (d), Affiliated Issuer2024-12-310001747777Blue Owl Leasing LLC (d), Affiliated Issuer2025-01-012025-12-310001747777Blue Owl Leasing LLC (d), Affiliated Issuer2025-12-310001747777Stripe Blue Owl Holdings LLC, Affiliated Issuer2024-12-310001747777Stripe Blue Owl Holdings LLC, Affiliated Issuer2025-01-012025-12-310001747777Stripe Blue Owl Holdings LLC, Affiliated Issuer2025-12-310001747777Revolut Ribbit Holdings, LLC, Affiliated Issuer2024-12-310001747777Revolut Ribbit Holdings, LLC, Affiliated Issuer2025-01-012025-12-310001747777Revolut Ribbit Holdings, LLC, Affiliated Issuer2025-12-310001747777us-gaap:RetainedInvestmentInBusinessMemberortf:HarnessInc.Member2025-12-310001747777Blue Owl Cross-Strategy Opportunities LLC2025-12-310001747777srt:MinimumMemberBlue Owl Cross-Strategy Opportunities LLC2025-12-310001747777srt:MaximumMemberBlue Owl Cross-Strategy Opportunities LLC2025-12-310001747777ManTech International Corporation, First lien senior secured loan2024-12-310001747777Peraton Corp., Second lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberus-gaap:AerospaceSectorMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777AI Titan Parent, Inc. (dba Prometheus Group), First lien senior secured loan2024-12-310001747777AlphaSense, Inc., First lien senior secured loan2024-12-310001747777Anaplan, Inc., First lien senior secured loan2024-12-310001747777Armstrong Bidco Limited, First lien senior secured GBP term loan2024-12-310001747777Artifact Bidco, Inc. (dba Avetta), First lien senior secured loan2024-12-310001747777Avalara, Inc., First lien senior secured loan2024-12-310001747777Boxer Parent Company Inc. (f/k/a BMC), First lien senior secured loan2024-12-310001747777Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.), First lien senior secured loan2024-12-310001747777CivicPlus, LLC, First lien senior secured loan2024-12-310001747777Coupa Holdings, LLC, First lien senior secured loan2024-12-310001747777CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC), Unsecured notes2024-12-310001747777Diamondback Acquisition, Inc. (dba Sphera), First lien senior secured loan2024-12-310001747777Fullsteam Operations, LLC, First lien senior secured loan2024-12-310001747777Fullsteam Operations, LLC, First lien senior secured delayed draw term loan2024-12-310001747777Gainsight, Inc., First lien senior secured loan2024-12-310001747777Granicus, Inc., First lien senior secured loan2024-12-310001747777Granicus, Inc., First lien senior secured delayed draw term loan2024-12-310001747777GS Acquisitionco, Inc. (dba insightsoftware), First lien senior secured loan2024-12-310001747777JS Parent, Inc. (dba Jama Software), First lien senior secured loan2024-12-310001747777Magnet Forensics, LLC (f/k/a Grayshift, LLC), First lien senior secured loan2024-12-310001747777Ministry Brands Holdings, LLC, First lien senior secured loan2024-12-310001747777Simpler Postage, Inc. (dba Easypost), First lien senior secured loan2024-12-310001747777Tamarack Intermediate, L.L.C. (dba Verisk 3E), First lien senior secured loan2024-12-310001747777Velocity HoldCo III Inc. (dba VelocityEHS), First lien senior secured loan2024-12-310001747777XPLOR T1, LLC, First lien senior secured loan2024-12-310001747777Zendesk, Inc., First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:ApplicationSoftwareMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Finastra USA, Inc., First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:BanksMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777EET Buyer, Inc. (dba e-Emphasys), First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:BuildingProductsMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Associations Finance, Inc., Unsecured notes2024-12-310001747777Associations, Inc., First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:BuildingsRealEstateMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777SimpliSafe Holding Corporation, First lien senior secured loan2024-12-310001747777Pye-Barker Fire & Safety, LLC, First lien senior secured loan2024-12-310001747777Pye-Barker Fire & Safety, LLC, First lien senior secured revolving loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:CommercialServicesSuppliesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Klarna Holding AB, Subordinated Floating Rate Notes2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:ConsumerFinanceMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Icefall Parent, Inc. (dba EngageSmart), First lien senior secured loan2024-12-310001747777Litera Bidco LLC, First lien senior secured loan2024-12-310001747777Relativity ODA LLC, First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:DiversifiedConsumerServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC, First lien senior secured loan2024-12-310001747777AAM Series 2.1 Aviation Feeder, LLC, First lien senior secured loan2024-12-310001747777Blackhawk Network Holdings, Inc., First lien senior secured loan2024-12-310001747777BTRS HOLDINGS INC. (dba Billtrust), First lien senior secured loan2024-12-310001747777Computer Services, Inc. (dba CSI), First lien senior secured loan 12024-12-310001747777Computer Services, Inc. (dba CSI), First lien senior secured loan 22024-12-310001747777Hg Genesis 8 Sumoco Limited, Unsecured facility2024-12-310001747777Hg Genesis 9 SumoCo Limited, Unsecured facility2024-12-310001747777Hg Saturn Luchaco Limited, Unsecured facility2024-12-310001747777Minotaur Acquisition, Inc. (dba Inspira Financial), First lien senior secured loan2024-12-310001747777NMI Acquisitionco, Inc. (dba Network Merchants), First lien senior secured loan2024-12-310001747777Smarsh Inc., First lien senior secured loan2024-12-310001747777Smarsh Inc., First lien senior secured revolving loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:DiversifiedFinancialServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Aerosmith Bidco 1 Limited (dba Audiotonix), First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:ElectricalEquipmentMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Storable, Inc., First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:EquityRealEstateInvestmentTrustsREITsMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.)), First lien senior secured loan2024-12-310001747777IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.)), First lien senior secured revolving loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:FoodStaplesRetailingMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777KWOL Acquisition Inc. (dba Worldwide Clinical Trials), First lien senior secured loan2024-12-310001747777PetVet Care Centers, LLC, First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:HealthCareProvidersServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777BCPE Osprey Buyer, Inc. (dba PartsSource), First lien senior secured loan2024-12-310001747777BCPE Osprey Buyer, Inc. (dba PartsSource), First lien senior secured delayed draw term loan2024-12-310001747777BCPE Osprey Buyer, Inc. (dba PartsSource), First lien senior secured revolving loan2024-12-310001747777CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant), First lien senior secured loan2024-12-310001747777GI Ranger Intermediate, LLC (dba Rectangle Health), First lien senior secured loan2024-12-310001747777GI Ranger Intermediate, LLC (dba Rectangle Health), First lien senior secured revolving loan2024-12-310001747777Greenway Health, LLC, First lien senior secured loan2024-12-310001747777Hyland Software, Inc., First lien senior secured loan2024-12-310001747777Indikami Bidco, LLC (dba IntegriChain), First lien senior secured loan2024-12-310001747777Indikami Bidco, LLC (dba IntegriChain), First lien senior secured delayed draw term loan2024-12-310001747777Indikami Bidco, LLC (dba IntegriChain), First lien senior secured revolving loan2024-12-310001747777Inovalon Holdings, Inc., First lien senior secured loan2024-12-310001747777Inovalon Holdings, Inc., Second lien senior secured loan2024-12-310001747777Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.), First lien senior secured loan2024-12-310001747777Interoperability Bidco, Inc. (dba Lyniate), First lien senior secured loan2024-12-310001747777Interoperability Bidco, Inc. (dba Lyniate), First lien senior secured revolving loan2024-12-310001747777Neptune Holdings, Inc. (dba NexTech), First lien senior secured loan2024-12-310001747777RL Datix Holdings (USA), Inc., First lien senior secured loan2024-12-310001747777RL Datix Holdings (USA), Inc., First lien senior secured revolving loan2024-12-310001747777RL Datix Holdings (USA), Inc., First lien senior secured GBP term loan2024-12-310001747777Salinger Bidco Inc. (dba Surgical Information Systems), First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:HealthcareTechnologyMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777MINDBODY, Inc., First lien senior secured loan2024-12-310001747777Par Technology Corporation, First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:HotelsRestaurantsLeisureMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777BCTO BSI Buyer, Inc. (dba Buildertrend), First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:HouseholdDurablesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Aptean Acquiror, Inc. (dba Aptean), First lien senior secured loan2024-12-310001747777QAD, Inc., First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:IndustrialConglomeratesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Asurion, LLC, Second lien senior secured loan2024-12-310001747777Diamond Insure Bidco (dba Acturis), First lien senior secured EUR term loan2024-12-310001747777Diamond Insure Bidco (dba Acturis), First lien senior secured GBP term loan2024-12-310001747777Disco Parent, Inc. (dba Duck Creek Technologies, Inc.), First lien senior secured loan2024-12-310001747777Integrity Marketing Acquisition, LLC, First lien senior secured loan2024-12-310001747777Simplicity Financial Marketing Group Holdings, Inc., First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberus-gaap:InsuranceSectorMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Aurelia Netherlands B.V., First lien senior secured EUR term loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:InternetDirectMarketingRetailMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Kaseya Inc., First lien senior secured loan2024-12-310001747777Kaseya Inc., First lien senior secured delayed draw term loan2024-12-310001747777Severin Acquisition, LLC (dba PowerSchool), First lien senior secured loan2024-12-310001747777Spaceship Purchaser, Inc. (dba Squarespace), First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberus-gaap:TechnologySectorMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Bamboo US BidCo LLC, First lien senior secured EUR term loan2024-12-310001747777Bamboo US BidCo LLC, First lien senior secured loan2024-12-310001747777Creek Parent, Inc. (dba Catalent), First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:LifeSciencesToolsServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Monotype Imaging Holdings Inc., First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:MediaMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777PDI TA Holdings, Inc., First lien senior secured loan2024-12-310001747777PDI TA Holdings, Inc., First lien senior secured delayed draw term loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:MultilineRetailMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Certinia Inc., First lien senior secured loan2024-12-310001747777CloudPay, Inc., First lien senior secured loan2024-12-310001747777Cornerstone OnDemand, Inc., Second lien senior secured loan2024-12-310001747777Gerson Lehrman Group, Inc., First lien senior secured loan2024-12-310001747777Thunder Purchaser, Inc. (dba Vector Solutions), First lien senior secured loan2024-12-310001747777TK Operations Ltd (dba Travelperk, Inc.), First lien senior secured loan2024-12-310001747777When I Work, Inc., First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:ProfessionalServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Entrata, Inc., First lien senior secured loan2024-12-310001747777RealPage, Inc., First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:RealEstateManagementDevelopmentMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Acquia Inc., First lien senior secured loan2024-12-310001747777Activate Holdings (US) Corp. (dba Absolute Software), First lien senior secured loan2024-12-310001747777Arctic Wolf Networks, Inc., Senior convertible notes2024-12-310001747777Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.), First lien senior secured loan2024-12-310001747777Bayshore Intermediate #2, L.P. (dba Boomi), First lien senior secured loan2024-12-310001747777Crewline Buyer, Inc. (dba New Relic), First lien senior secured loan2024-12-310001747777Databricks, Inc., First lien senior secured loan2024-12-310001747777Delinea Buyer, Inc. (f/k/a Centrify), First lien senior secured loan2024-12-310001747777Delta TopCo, Inc. (dba Infoblox, Inc.), Second lien senior secured loan2024-12-310001747777Forescout Technologies, Inc., First lien senior secured loan2024-12-310001747777H&F Opportunities LUX III S.À R.L (dba Checkmarx), First lien senior secured loan2024-12-310001747777Ivanti Software, Inc., Second lien senior secured loan2024-12-310001747777LogRhythm, Inc., First lien senior secured loan2024-12-310001747777Oranje Holdco, Inc. (dba KnowBe4), First lien senior secured loan 12024-12-310001747777Oranje Holdco, Inc. (dba KnowBe4), First lien senior secured loan 22024-12-310001747777Ping Identity Holding Corp., First lien senior secured loan2024-12-310001747777Rubrik, Inc., First lien senior secured loan2024-12-310001747777SailPoint Technologies Holdings, Inc., First lien senior secured loan2024-12-310001747777Securonix, Inc., First lien senior secured loan2024-12-310001747777Securonix, Inc., First lien senior secured revolving loan2024-12-310001747777Sitecore Holding III A/S, First lien senior secured EUR term loan2024-12-310001747777Sitecore USA, Inc., First lien senior secured loan2024-12-310001747777Sitecore Holding III A/S, First lien senior secured loan2024-12-310001747777Talon MidCo 2 Limited, First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:SystemsSoftwareMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:DebtSecuritiesMember2024-12-310001747777Space Exploration Technologies Corp., Class A Common Stock2024-12-310001747777Space Exploration Technologies Corp., Class C Common Stock2024-12-310001747777us-gaap:EquitySecuritiesMemberus-gaap:AerospaceSectorMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-3100017477776Sense Insights, Inc., Series E-1 Preferred Stock2024-12-310001747777Alpha Partners Technology Merger Corp, Common stock2024-12-310001747777Alpha Partners Technology Merger Corp, Warrants2024-12-310001747777AlphaSense, LLC, Series E Preferred Shares2024-12-310001747777Diligent Preferred Issuer, Inc. (dba Diligent Corporation), Preferred Stock2024-12-310001747777EShares, Inc. (dba Carta), Series E Preferred Stock2024-12-310001747777Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC), LP Interest2024-12-310001747777Bird Holding B.V. (fka MessageBird Holding B.V.), Extended Series C Warrants2024-12-310001747777Nylas, Inc., Series C Preferred Stock2024-12-310001747777Project Alpine Co-Invest Fund, LP, LP Interest2024-12-310001747777Saturn Ultimate, Inc., Common stock2024-12-310001747777Simpler Postage, Inc. (dba Easypost), Warrants2024-12-310001747777Zoro TopCo, Inc., Series A Preferred Equity2024-12-310001747777Zoro TopCo, L.P., Class A Common Units2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:ApplicationSoftwareMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Dodge Construction Network Holdings, L.P., Series A Preferred Units2024-12-310001747777Dodge Construction Network Holdings, L.P., Class A-2 Common Units2024-12-310001747777us-gaap:EquitySecuritiesMemberus-gaap:ConstructionSectorMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777SLA Eclipse Co-Invest, L.P., LP Interest2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:DiversifiedConsumerServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC, LLC Interest2024-12-310001747777AAM Series 2.1 Aviation Feeder, LLC, LLC Interest2024-12-310001747777Amergin Asset Management, LLC, Class A Units2024-12-310001747777Brex, Inc., Preferred Stock2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:DiversifiedFinancialServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777KWOL Acquisition Inc. (dba Worldwide Clinical Trials), Class A Interest2024-12-310001747777Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers), Series A Preferred Stock2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:HealthCareProvidersServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777BEHP Co-Investor II, L.P., LP Interest2024-12-310001747777Minerva Holdco, Inc., Senior A Preferred Stock2024-12-310001747777WP Irving Co-Invest, L.P., Partnership Units2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:HealthcareTechnologyMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.), Series A Preferred Stock2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:HotelsRestaurantsLeisureMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Kajabi Holdings, LLC, Senior Preferred Class D Units2024-12-310001747777Klaviyo, Inc., Series B Common Stock2024-12-310001747777Linked Store Cayman Ltd. (dba Nuvemshop), Series E Preferred Stock2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:InternetDirectMarketingRetailMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777E2Open Parent Holdings, Inc., Class A Common Stock2024-12-310001747777JumpCloud, Inc., Series B Preferred Stock2024-12-310001747777JumpCloud, Inc., Series F Preferred Stock2024-12-310001747777Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.), Perpetual Preferred Stock2024-12-310001747777Replicated, Inc., Series C Preferred Stock2024-12-310001747777WMC Bidco, Inc. (dba West Monroe), Senior Preferred Stock2024-12-310001747777us-gaap:EquitySecuritiesMemberus-gaap:TechnologySectorMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777XOMA Corporation, Warrants2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:PharmaceuticalsMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777BCTO WIW Holdings, Inc. (dba When I Work), Class A Common Stock2024-12-310001747777CloudPay, Inc., Series E Preferred Stock2024-12-310001747777Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand, Inc.), Series A Preferred Stock2024-12-310001747777Thunder Topco L.P. (dba Vector Solutions), Common Units2024-12-310001747777TravelPerk, Inc., Warrants2024-12-310001747777Vestwell Holdings, Inc., Series D Preferred Stock2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:ProfessionalServicesMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Bolt Technology OÜ, Preferred Stock2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:RoadRailMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Algolia, Inc., Series D Preferred Stock2024-12-310001747777Algolia, Inc., Series C Preferred Stock2024-12-310001747777Arctic Wolf Networks, Inc., Preferred Stock2024-12-310001747777Brooklyn Lender Co-Invest 2, L.P. (dba Boomi), Common Units2024-12-310001747777Circle Internet Services, Inc., Warrants2024-12-310001747777Circle Internet Services, Inc., Series D Preferred Stock2024-12-310001747777Circle Internet Services, Inc., Series E Preferred Stock2024-12-310001747777Circle Internet Services, Inc., Series F Preferred Stock2024-12-310001747777Circle Internet Services, Inc., Subordinated Convertible Security2024-12-310001747777Elliott Alto Co-Investor Aggregator L.P., LP Interest2024-12-310001747777Excalibur CombineCo, L.P., Class A Units2024-12-310001747777Halo Parent Newco, LLC, Class H PIK Preferred Equity2024-12-310001747777HARNESS INC., Series D Preferred Stock2024-12-310001747777Illumio, Inc., Common stock2024-12-310001747777Illumio, Inc., Series F Preferred Stock2024-12-310001747777Project Hotel California Co-Invest Fund, L.P., LP Interest2024-12-310001747777Securiti, Inc., Series C Preferred Shares2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:SystemsSoftwareMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777Blend Labs, Inc., Warrants2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:ThriftsMortgageFinanceMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001747777us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:EquitySecuritiesMember2024-12-310001747777us-gaap:InvestmentUnaffiliatedIssuerMemberortf:TotalCompanyInvestmentsIncludingMiscellaneousDebtCommitmentsBeforeNettingMember2024-12-310001747777Walker Edison Furniture Company LLC, First lien senior secured revolving loan2024-12-310001747777Walker Edison Furniture Company LLC, First lien senior secured delayed draw term loan2024-12-310001747777Walker Edison Furniture Company LLC, First lien senior secured loan2024-12-310001747777us-gaap:DebtSecuritiesMemberortf:InternetDirectMarketingRetailMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-12-310001747777Pluralsight, LLC, First lien senior secured loan 12024-12-310001747777Pluralsight, LLC, First lien senior secured loan 22024-12-310001747777us-gaap:DebtSecuritiesMemberus-gaap:TechnologySectorMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-12-310001747777us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberus-gaap:DebtSecuritiesMember2024-12-310001747777Fifth Season Investments LLC, Class A Units2024-12-310001747777us-gaap:EquitySecuritiesMemberus-gaap:InsuranceSectorMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-12-310001747777Signifyd Inc., Preferred equity2024-12-310001747777Walker Edison Holdco LLC, Common Units2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:InternetDirectMarketingRetailMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-12-310001747777Paradigmatic Holdco LLC (dba Pluralsight), Common stock2024-12-310001747777us-gaap:EquitySecuritiesMemberus-gaap:TechnologySectorMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-12-310001747777LSI Financing 1 DAC, Preferred equity2024-12-310001747777LSI Financing LLC, Common Equity2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:PharmaceuticalsMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-12-310001747777Help HP SCF Investor, LP, LP Interest2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:SystemsSoftwareMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-12-310001747777us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberus-gaap:EquitySecuritiesMember2024-12-310001747777us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberortf:TotalCompanyInvestmentsIncludingMiscellaneousDebtCommitmentsBeforeNettingMember2024-12-310001747777Revolut Ribbit Holdings, LLC, LLC Interest2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:DiversifiedFinancialServicesMemberus-gaap:InvestmentAffiliatedIssuerControlledMember2024-12-310001747777Blue Owl Credit SLF LLC, LLC Interest2024-12-310001747777us-gaap:EquitySecuritiesMemberortf:JointVenturesMemberus-gaap:InvestmentAffiliatedIssuerControlledMember2024-12-310001747777us-gaap:InvestmentAffiliatedIssuerControlledMemberus-gaap:EquitySecuritiesMember2024-12-310001747777us-gaap:InvestmentAffiliatedIssuerControlledMemberortf:TotalCompanyInvestmentsIncludingMiscellaneousDebtCommitmentsBeforeNettingMember2024-12-310001747777us-gaap:InvestmentUnaffiliatedIssuerMemberortf:MiscellaneousDebtCommitmentsNettingMember2024-12-310001747777Aerosmith Bidco 1 Limited (dba Audiotonix), First lien senior secured delayed draw term loan2024-12-310001747777AI Titan Parent, Inc. (dba Prometheus Group), First lien senior secured delayed draw term loan2024-12-310001747777AlphaSense, Inc., First lien senior secured delayed draw term loan 12024-12-310001747777AlphaSense, Inc., First lien senior secured delayed draw term loan 22024-12-310001747777Aptean Acquiror, Inc. (dba Aptean), First lien senior secured delayed draw term loan2024-12-310001747777Artifact Bidco, Inc. (dba Avetta), First lien senior secured delayed draw term loan2024-12-310001747777Associations, Inc., First lien senior secured delayed draw term loan2024-12-310001747777Bamboo US BidCo LLC, First lien senior secured delayed draw term loan 12024-12-310001747777Bamboo US BidCo LLC, First lien senior secured delayed draw term loan 22024-12-310001747777BCPE Osprey Buyer, Inc. (dba PartsSource), First lien senior secured delayed draw term loan, 10/20252024-12-310001747777Computer Services, Inc. (dba CSI), First lien senior secured delayed draw term loan2024-12-310001747777Coupa Holdings, LLC, First lien senior secured delayed draw term loan2024-12-310001747777CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant), First lien senior secured delayed draw term loan2024-12-310001747777Databricks, Inc., First lien senior secured delayed draw term loan2024-12-310001747777EET Buyer, Inc. (dba e-Emphasys), First lien senior secured delayed draw term loan2024-12-310001747777Fullsteam Operations, LLC, First lien senior secured delayed draw term loan 12024-12-310001747777Fullsteam Operations, LLC, First lien senior secured delayed draw term loan 22024-12-310001747777GS Acquisitionco, Inc. (dba insightsoftware), First lien senior secured delayed draw term loan2024-12-310001747777Indikami Bidco, LLC (dba IntegriChain), First lien senior secured delayed draw term loan, 12/20252024-12-310001747777Integrity Marketing Acquisition, LLC, First lien senior secured delayed draw term loan2024-12-310001747777Interoperability Bidco, Inc. (dba Lyniate), First lien senior secured delayed draw term loan2024-12-310001747777Kaseya Inc., First lien senior secured delayed draw term loan, 6/20252024-12-310001747777Litera Bidco LLC, First lien senior secured delayed draw term loan 12024-12-310001747777Litera Bidco LLC, First lien senior secured delayed draw term loan 22024-12-310001747777ManTech International Corporation, First lien senior secured delayed draw term loan2024-12-310001747777Minotaur Acquisition, Inc. (dba Inspira Financial), First lien senior secured delayed draw term loan2024-12-310001747777Monotype Imaging Holdings Inc., First lien senior secured delayed draw term loan2024-12-310001747777PDI TA Holdings, Inc., First lien senior secured delayed draw term loan, 2/20262024-12-310001747777PetVet Care Centers, LLC, First lien senior secured delayed draw term loan2024-12-310001747777Pluralsight, LLC, First lien senior secured delayed draw term loan2024-12-310001747777Pye-Barker Fire & Safety, LLC, First lien senior secured delayed draw term loan2024-12-310001747777RL Datix Holdings (USA), Inc., First lien senior secured delayed draw term loan2024-12-310001747777Rubrik, Inc., First lien senior secured delayed draw term loan2024-12-310001747777Salinger Bidco Inc. (dba Surgical Information Systems), First lien senior secured delayed draw term loan2024-12-310001747777Severin Acquisition, LLC (dba PowerSchool), First lien senior secured delayed draw term loan2024-12-310001747777Simpler Postage, Inc. (dba Easypost), First lien senior secured delayed draw term loan2024-12-310001747777Simplicity Financial Marketing Group Holdings, Inc., First lien senior secured delayed draw term loan2024-12-310001747777Smarsh Inc., First lien senior secured delayed draw term loan2024-12-310001747777Spaceship Purchaser, Inc. (dba Squarespace), First lien senior secured delayed draw term loan 12024-12-310001747777Spaceship Purchaser, Inc. (dba Squarespace), First lien senior secured delayed draw term loan 22024-12-310001747777Zendesk, Inc., First lien senior secured delayed draw term loan2024-12-310001747777Acquia Inc., First lien senior secured revolving loan2024-12-310001747777Activate Holdings (US) Corp. (dba Absolute Software), First lien senior secured revolving loan2024-12-310001747777Aerosmith Bidco 1 Limited (dba Audiotonix), First lien senior secured revolving loan2024-12-310001747777AI Titan Parent, Inc. (dba Prometheus Group), First lien senior secured revolving loan2024-12-310001747777Anaplan, Inc., First lien senior secured revolving loan2024-12-310001747777Aptean Acquiror, Inc. (dba Aptean), First lien senior secured revolving loan2024-12-310001747777Artifact Bidco, Inc. (dba Avetta), First lien senior secured revolving loan2024-12-310001747777Associations, Inc., First lien senior secured revolving loan2024-12-310001747777Avalara, Inc., First lien senior secured revolving loan2024-12-310001747777Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.), First lien senior secured revolving loan2024-12-310001747777Bamboo US BidCo LLC, First lien senior secured revolving loan2024-12-310001747777Bayshore Intermediate #2, L.P. (dba Boomi), First lien senior secured revolving loan2024-12-310001747777BCPE Osprey Buyer, Inc. (dba PartsSource), First lien senior secured revolving loan, 8/20262024-12-310001747777BCTO BSI Buyer, Inc. (dba Buildertrend), First lien senior secured revolving loan2024-12-310001747777BTRS HOLDINGS INC. (dba Billtrust), First lien senior secured revolving loan2024-12-310001747777Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.), First lien senior secured revolving loan2024-12-310001747777Certinia Inc., First lien senior secured revolving loan2024-12-310001747777CivicPlus, LLC, First lien senior secured revolving loan2024-12-310001747777Coupa Holdings, LLC, First lien senior secured revolving loan2024-12-310001747777Creek Parent, Inc. (dba Catalent), First lien senior secured revolving loan2024-12-310001747777Crewline Buyer, Inc. (dba New Relic), First lien senior secured revolving loan2024-12-310001747777CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant), First lien senior secured revolving loan2024-12-310001747777Delinea Buyer, Inc. (f/k/a Centrify), First lien senior secured revolving loan2024-12-310001747777Disco Parent, Inc. (dba Duck Creek Technologies, Inc.), First lien senior secured revolving loan2024-12-310001747777EET Buyer, Inc. (dba e-Emphasys), First lien senior secured revolving loan2024-12-310001747777Entrata, Inc., First lien senior secured revolving loan2024-12-310001747777Finastra USA, Inc., First lien senior secured revolving loan2024-12-310001747777Forescout Technologies, Inc., First lien senior secured revolving loan2024-12-310001747777Fullsteam Operations, LLC, First lien senior secured revolving loan2024-12-310001747777Gainsight, Inc., First lien senior secured revolving loan2024-12-310001747777Gerson Lehrman Group, Inc., First lien senior secured revolving loan2024-12-310001747777GI Ranger Intermediate, LLC (dba Rectangle Health), First lien senior secured revolving loan, 10/20272024-12-310001747777Granicus, Inc., First lien senior secured revolving loan2024-12-310001747777GS Acquisitionco, Inc. (dba insightsoftware), First lien senior secured revolving loan2024-12-310001747777H&F Opportunities LUX III S.À R.L (dba Checkmarx), First lien senior secured revolving loan2024-12-310001747777Hyland Software, Inc., First lien senior secured revolving loan2024-12-310001747777Icefall Parent, Inc. (dba EngageSmart), First lien senior secured revolving loan2024-12-310001747777Indikami Bidco, LLC (dba IntegriChain), First lien senior secured revolving loan, 6/20302024-12-310001747777Integrity Marketing Acquisition, LLC, First lien senior secured revolving loan2024-12-310001747777Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.), First lien senior secured revolving loan2024-12-310001747777Interoperability Bidco, Inc. (dba Lyniate), First lien senior secured revolving loan, 3/20282024-12-310001747777IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.)), First lien senior secured revolving loan, 12/20272024-12-310001747777JS Parent, Inc. (dba Jama Software), First lien senior secured revolving loan2024-12-310001747777Kaseya Inc., First lien senior secured revolving loan2024-12-310001747777KWOL Acquisition Inc. (dba Worldwide Clinical Trials), First lien senior secured revolving loan2024-12-310001747777Litera Bidco LLC, First lien senior secured revolving loan2024-12-310001747777LogRhythm, Inc., First lien senior secured revolving loan2024-12-310001747777Magnet Forensics, LLC (f/k/a Grayshift, LLC), First lien senior secured revolving loan2024-12-310001747777ManTech International Corporation, First lien senior secured revolving loan2024-12-310001747777MINDBODY, Inc., First lien senior secured revolving loan2024-12-310001747777Ministry Brands Holdings, LLC, First lien senior secured revolving loan2024-12-310001747777Minotaur Acquisition, Inc. (dba Inspira Financial), First lien senior secured revolving loan2024-12-310001747777Monotype Imaging Holdings Inc., First lien senior secured revolving loan2024-12-310001747777Neptune Holdings, Inc. (dba NexTech), First lien senior secured revolving loan2024-12-310001747777NMI Acquisitionco, Inc. (dba Network Merchants), First lien senior secured revolving loan2024-12-310001747777Oranje Holdco, Inc. (dba KnowBe4), First lien senior secured revolving loan2024-12-310001747777PDI TA Holdings, Inc., First lien senior secured revolving loan2024-12-310001747777PetVet Care Centers, LLC, First lien senior secured revolving loan2024-12-310001747777Ping Identity Holding Corp., First lien senior secured revolving loan2024-12-310001747777Pluralsight, LLC, First lien senior secured revolving loan2024-12-310001747777Pye-Barker Fire & Safety, LLC, First lien senior secured revolving loan, 5/20302024-12-310001747777QAD, Inc., First lien senior secured revolving loan2024-12-310001747777Relativity ODA LLC, First lien senior secured revolving loan2024-12-310001747777RL Datix Holdings (USA), Inc., First lien senior secured revolving loan, 10/20302024-12-310001747777SailPoint Technologies Holdings, Inc., First lien senior secured revolving loan2024-12-310001747777Salinger Bidco Inc. (dba Surgical Information Systems), First lien senior secured revolving loan2024-12-310001747777Securonix, Inc., First lien senior secured revolving loan, 4/20282024-12-310001747777Severin Acquisition, LLC (dba PowerSchool), First lien senior secured revolving loan2024-12-310001747777Simplicity Financial Marketing Group Holdings, Inc., First lien senior secured revolving loan2024-12-310001747777Smarsh Inc., First lien senior secured revolving loan, 2/20292024-12-310001747777Spaceship Purchaser, Inc. (dba Squarespace), First lien senior secured revolving loan2024-12-310001747777Talon MidCo 2 Limited, First lien senior secured revolving loan2024-12-310001747777Tamarack Intermediate, L.L.C. (dba Verisk 3E), First lien senior secured revolving loan2024-12-310001747777Thunder Purchaser, Inc. (dba Vector Solutions), First lien senior secured revolving loan2024-12-310001747777Velocity HoldCo III Inc. 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Investor, LP2024-12-310001747777LSI Financing LLC2023-12-310001747777LSI Financing LLC2025-01-012025-03-310001747777LSI Financing LLC2024-12-310001747777LSI Financing 1 DAC2023-12-310001747777LSI Financing 1 DAC2025-01-012025-03-310001747777LSI Financing 1 DAC2024-12-310001747777Pluralsight, LLC2023-12-310001747777Pluralsight, LLC2025-01-012025-03-310001747777Pluralsight, LLC2024-12-310001747777Signifyd Inc.2023-12-310001747777Signifyd Inc.2025-01-012025-03-310001747777Signifyd Inc.2024-12-310001747777Split Software, Inc.2023-12-310001747777Split Software, Inc.2025-01-012025-03-310001747777Split Software, Inc.2024-12-310001747777Walker Edison Furniture Company LLC2023-12-310001747777Walker Edison Furniture Company LLC2025-01-012025-03-310001747777Walker Edison Furniture Company LLC2024-12-310001747777us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-12-310001747777us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2025-01-012025-03-310001747777Blue Owl Credit SLF 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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM 10-K
______________________________________________________________________________
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2025
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-55977
BLUE OWL TECHNOLOGY FINANCE CORP.
(Exact name of Registrant as specified in its Charter)
______________________________________________________________________________
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Maryland
(State or other jurisdiction of
incorporation or organization)
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83-1273258
(I.R.S. Employer
Identification No.)
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399 Park Avenue, New York, New York
(Address of principal executive offices)
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10022
(Zip Code)
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Registrant’s telephone number, including area code: (212) 419-3000
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Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock $0.01 par value per share |
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OTF |
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The New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the Registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x |
Accelerated filer o |
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Non-accelerated filer o |
Small reporting company ☐ |
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Emerging growth company ☐ |
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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. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x
The aggregate market value of common stock held by non-affiliates as of June 30, 2025 based on the closing price on that date of $15.25 on The New York Stock Exchange, was approximately $6,964,994,518.
As of February 11, 2026, the registrant had 465,329,991 shares of common stock, $0.01 par value per share, outstanding.
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Blue Owl Technology Finance Corp. (the “Company,” “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
•an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
•an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;
•the impact of elevated inflation rates, fluctuating interest rates, ongoing supply chain and labor market disruptions, including those as a result of strikes, work stoppages or accidents, instability in the U.S. and international banking systems, changes in law or regulation, including the impact of tariff enactment and tax reductions, trade disputes with other countries, and the risk of recession or future government shutdowns could impact our business prospects and the prospects of our portfolio companies;
•an economic downturn could also impact availability and pricing of our financing and our ability to access the debt and equity capital markets;
•a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;
•changes in base interest rates and significant market volatility on our business and our portfolio companies (including our business prospects and the prospects of our portfolio companies including the ability to achieve our and their business objectives), our industry and the global economy including as a result of ongoing supply chain disruptions;
•interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;
•currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;
•our future operating results;
•our contractual arrangements and relationships with third parties;
•the ability of our portfolio companies to achieve their objectives;
•competition with other entities and our affiliates for investment opportunities;
•risks related to the uncertainty of the value of our portfolio investments, particularly those having no liquid trading market;
•the use of borrowed money to finance a portion of our investments as well as any estimates regarding potential use of leverage;
•the adequacy of our financing sources and working capital;
•the loss of key personnel;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•the ability of Blue Owl Technology Credit Advisors LLC (“the Adviser” or “our Adviser”) to locate suitable investments for us and to monitor and administer our investments;
•the ability of the Adviser to attract and retain highly talented professionals;
•our ability to qualify for and maintain our tax treatment as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”);
•the impact that environmental, social and governance matters could have on our brand and reputation and our portfolio companies;
•the effect of legal, tax and regulatory changes on our business and our portfolio companies;
•the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing war between Russia and Ukraine, continued political unrest in various countries such as Venezuela, as well as political and social unrest in the Middle East and North Africa regions, uncertainty with respect to immigration, and general uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, on financial market volatility, global economic markets, and various markets for commodities globally such as oil and natural gas; and
•the ability to realize the anticipated benefits of the merger of Blue Owl Technology Finance Corp. II (“OTF II”) with and into us (the “Mergers”) on March 24, 2025 pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated November 12, 2024, among us, OTF II, Oriole Merger Sub, Inc., a Maryland corporation and our wholly owned subsidiary (“Merger Sub”) and, solely for the limited purposes set forth therein, the Adviser and, solely for the limited purposes set forth therein, Blue Owl Technology Credit Advisers II LLC, a Delaware limited liability company and investment advisor to OTF II (“OTCA II”); and
•other risks, uncertainties and other factors previously identified in the reports and other documents we have filed with the Securities and Exchange Commission (“SEC”).
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
PART I
Item 1. Business.
Our Company
Blue Owl Technology Finance Corp. is a Maryland corporation formed on July 12, 2018. We are focused primarily on making loans to, and making debt and equity investments in technology-related, specifically software, companies based primarily in the United States. We originate and invest in senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. Our investment objective is to maximize total return by generating current income from debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments. We may hold our investments directly or through special purpose vehicles.
We intend to invest at least 80% of the value of our total assets in “technology-related” companies. We define technology-related companies as those that (i) operate directly in the technology industry which includes, but is not limited to application software, systems software, healthcare technology, information technology, technology services and technology infrastructure, financial technology and internet and digital media, (ii) operate indirectly through their reliance on technology (i.e., utilizing scientific knowledge or technology-enabled techniques, skills, methods, devices or processes as an integral part of their delivery of goods and/or services) or (iii) seek to grow primarily through technological advancements and innovations. We invest in a broad range of established and high growth technology-related companies with a focus on large, established enterprise software companies across a variety of end-markets that are capitalizing on the large and growing demand for enterprise software products and services. Within enterprise software we currently focus on investing in application software, which represents the operating layer for core business functions; systems and infrastructure software, which is the defense layer that protects enterprise data and networks and of which cybersecurity is a large component; and fintech and payments software, which provide critical means for the global movement of capital.
We are externally managed by the Adviser, which is a registered investment adviser with the SEC. The Adviser is an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform, which includes several strategies, including direct lending, alternative credit, investment grade credit, liquid credit and other adjacent investment strategies. We leverage Blue Owl’s relationships and existing origination capabilities to focus our investments in companies with an enterprise value of at least $250 million and that are typically backed by institutional investors that are active investors in and have an expertise in technology companies and technology-related industries. We expect that our target credit investments will typically have maturities between three and ten years and generally range in size between $20 million and $500 million. Our expected portfolio composition will be majority debt or income producing securities, with a lesser allocation to equity related opportunities. We anticipate that generally any equity related securities we hold will be minority positions. We expect that our investment size will vary with the size of our capital base and we anticipate that our average investment size will be 0.5-1.5% of our entire portfolio with no investment size greater than 5%; however, from time to time certain of our investments may comprise greater than 5%. In addition, we generally do not intend to invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is in an emerging market. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates.
As of December 31, 2025, based on fair value, our portfolio consisted of 76.8% first lien senior secured debt investments, 4.0% second lien senior secured debt investments, 0.3% specialty finance debt investments, 3.3% unsecured debt investments, 7.5% preferred equity investments, 5.1% common equity investments, 2.6% specialty finance equity investments and 0.4% joint ventures. As of December 31, 2025, 96.2% of our debt investments based on fair value bear interest at a floating rate, subject to interest rate floors, in certain cases. As of December 31, 2025, we had investments in 199 portfolio companies with an aggregate fair value of $14.3 billion.
As of December 31, 2025, our portfolio was invested across 39 different industries. The largest industry in our portfolio as of December 31, 2025 was Systems Software, which represented 17.9% of our total portfolio at fair value.
On June 12, 2025, our stock was listed and began trading on the New York Stock Exchange (“NYSE”) under the symbol “OTF” (the “Exchange Listing”).
We are an externally managed, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. We have elected to be treated, and intend to qualify annually thereafter, as a RIC for U.S. federal income tax purposes. As a BDC and a RIC, we are required to comply with certain regulatory requirements. As a BDC, at least 70% of our assets must be assets of the type listed in Section 55(a) of the 1940 Act, as described herein. We will not invest more than 20% of our total assets in companies whose principal place of business is outside the United States. See “— Regulation as a Business Development Company” and “— Certain U.S. Federal Income Tax Considerations.”
We generally intend to distribute, out of assets legally available for distribution, substantially all of our available earnings, on a quarterly basis, as determined by our board of directors (the “Board”) in its sole discretion.
Certain consolidated subsidiaries of ours are subject to U.S. federal and state corporate-level income taxes.
We may borrow money from time to time within the levels permitted by the 1940 Act (which generally allows us to incur leverage up to two-thirds of our assets). We currently have in place a revolving credit facility, a senior secured credit agreement and special purpose vehicle asset credit facilities and in the future may enter into additional credit facilities. In addition, we have issued unsecured notes and may issue additional unsecured notes in the future. We have also entered into term debt securitization transactions, also known as collateralized loan obligation transactions, and in the future may enter into additional collateralized loan obligation transactions. We expect to use our credit facilities and other borrowings, along with proceeds from the rotation of our portfolio, to finance our investment objectives. See “— Regulation as a Business Development Company” for discussion of BDC regulation and other regulatory considerations. See “Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Debt.”
On March 24, 2025, we consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated November 12, 2024, with Blue Owl Technology Finance Corp. II, a Maryland corporation (“OTF II”), Oriole Merger Sub, Inc., a Maryland corporation and our wholly-owned subsidiary (“Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser, and OTCA II, investment adviser to OTF II. In connection therewith, Merger Sub merged with and into OTF II, with OTF II continuing as the surviving company and our wholly-owned subsidiary (the “Initial Merger”) and, immediately thereafter, OTF II merged with and into us, and we continued as the surviving company (together with the Initial Merger, the “Mergers”).
The Adviser and Administrator — Blue Owl Technology Credit Advisors LLC
Blue Owl Technology Credit Advisors LLC serves as our investment adviser pursuant to an amended and restated investment advisory agreement between us and the Adviser (the “Investment Advisory Agreement”). See “Investment Advisory Agreement” below. The Adviser also serves as our Administrator pursuant to an amended and restated administration agreement between us and the Adviser (the “Administration Agreement”). See “Administration Agreement” below.
The Adviser is a Delaware limited liability company that is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser is an indirect affiliate of Blue Owl and part of Blue Owl’s Credit platform. Blue Owl consists of three investment platforms: (1) Credit, which includes several strategies, including direct lending, alternative credit, investment grade credit, liquid credit and other adjacent investment strategies, (2) GP Strategic Capital, which primarily focuses on acquiring equity stakes in, or providing debt financing to, large, multi-product private equity and private credit firms and (3) Real Assets, which primarily focuses on the strategies of net lease real estate, real estate credit and digital infrastructure, which focuses on acquiring, financing, developing and operating data centers and related digital infrastructure assets. The Adviser is part of the direct lending strategy of Blue Owl’s Credit platform which focuses on lending to primarily upper-middle-market companies, both private equity-sponsored and non-sponsored, and provides a range of customized financing solutions across debt and equity-related instruments. In addition to the Adviser, Blue Owl’s Credit platform’s direct lending strategy is comprised of the Adviser, Blue Owl Technology Credit Advisors II LLC (“OTCA II”), Blue Owl Credit Advisors LLC (“OCA”), Blue Owl Diversified Credit Advisors LLC (“ODCA”) and Blue Owl Credit Private Fund Advisors LLC (“OPFA” and together with the Adviser, OTCA II, OCA and ODCA, the “Blue Owl Credit Advisers”), which are also registered investment advisers.
Blue Owl’s Credit platform is led by its three co-founders, Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer. The Adviser’s investment team (the “Investment Team”) is also led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer and is supported by certain members of the Adviser’s senior executive team and Blue Owl’s Credit platform’s direct lending investment committees. Blue Owl’s four direct lending investment committees focus on a specific investment strategy (Diversified Lending, Technology Lending, First Lien Lending and Opportunistic Lending). Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, and Alexis Maged, sit on each of Blue Owl’s direct lending investment committees. In addition to Messrs. Ostrover, Lipschultz, Packer and Maged, the Technology Lending Investment Committee is comprised of Erik Bissonnette, Pravin Vazirani, Jon ten Oever, and Arthur Martini. We consider these individuals on the Technology Lending Investment Committee to be our portfolio managers. The Adviser has limited operating history. The Investment Team, under the Technology Lending Investment Committee’s supervision, sources investment opportunities, conducts research, performs due diligence on potential investments, structures our investments and monitors our portfolio companies on an ongoing basis. Subject to the overall supervision of the Board, the Adviser manages our day-to-day operations and provides investment advisory and management services to us.
As of December 31, 2025, the Blue Owl Credit Advisers managed $157.8 billion in assets under management (“AUM”), of which $115.0 billion was attributable to the direct lending strategy which includes the following strategies:
• Diversified Lending — The diversified lending strategy seeks to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns across credit cycles with an emphasis on preserving capital primarily through originating and making loans to, and making debt and equity investments in, U.S. middle market companies.
•Technology Lending — The technology lending strategy seeks to maximize total return by generating current income from our debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments primarily through originating and making loans to, and making debt and equity investments in, technology-related companies based primarily in the United States.
•First Lien Lending — The first lien lending strategy seeks to realize current income with an emphasis on preservation of capital primarily through originating primary transactions in and, to a lesser extent, secondary transactions of first lien senior secured loans in or related to private equity sponsored, middle market businesses based primarily in the United States.
•Opportunistic Lending — The opportunistic lending strategy seeks to generate attractive, risk-adjusted returns by taking advantage of credit opportunities in U.S. middle market companies with liquidity needs and market leaders seeking to improve their balance sheets.
We refer to the Blue Owl BDCs and the private funds, interval fund and separately managed accounts managed by the Blue Owl Credit Advisers in the direct lending strategy, as the “Blue Owl Credit Clients.” In addition to the Blue Owl Credit Clients, Blue Owl's Credit platform includes (1) alternative credit, which targets credit-oriented investments in markets underserved by traditional lenders or the broader capital markets, with deep expertise investing across specialty finance, private corporate credit and equipment leasing; (2) investment grade credit, which focuses on generating capital-efficient investment income through asset-backed finance, private corporate credit, and structured products; and (3) liquid credit, which focuses on the management of collateralized loan obligation vehicles (“CLOs”). Blue Owl’s Credit platform also includes other adjacent investment strategies (e.g., strategic equity assets and healthcare companies).
Blue Owl Credit Clients and other Blue Owl clients may have overlapping objectives with us. The Adviser and its affiliates may face conflicts in the allocation of investment opportunities to us and others. In addition, the Adviser and its affiliates are permitted to allocate an investment to a number of products across platforms that it views as appropriate for the particular investment objectives, strategies and characteristics of such products. In order to address these conflicts, the Blue Owl Credit Advisers have put in place investment allocation policies that address the allocation of investment opportunities as well as co-investment restrictions under the 1940 Act. See, “ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.”
In addition, we rely on an order for exemptive relief (the “Order”) to co-invest with other funds managed by the Adviser or certain affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such Order, we are generally permitted to co-invest with certain of our affiliates if such co-investments are done on the same terms and at the same time, as further detailed in the Order. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings (1) in most instances when we co-invest with our affiliates in an issuer where our affiliate has an existing investment in the issuer, and (2) if we dispose of an asset acquired in a transaction under the Order unless the disposition is done on a pro rata basis. Pursuant to the Order, the Board will oversee our participation in the co-investment program. As required by the Order, we have adopted, and the Board has approved, policies and procedures reasonably designed to ensure compliance with the terms of the Order, and the Adviser and our Chief Compliance Officer will provide reporting to the Board.
As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of the Blue Owl Credit Clients and other Blue Owl clients that avail themselves of the Order. In addition, the Adviser and its affiliates are permitted to allocate an investment to a number of products across platforms that it views as appropriate for the particular investment objectives, strategies and characteristics of such products. See “Item 1A. Risk Factors —Risks Related to our Adviser and its Affiliates — Our Adviser and its affiliates may face conflicts of interest with respect to services performed for their respective other accounts and clients or issuers in which we may invest.”
The Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees from portfolio companies. See “Item 1A. Risk Factors —Risks Related to our Adviser and its Affiliates — Our Adviser and its affiliates may face conflicts of interest with respect to services performed for their respective other accounts and clients or issuers in which we may invest.”
The Adviser’s address is 399 Park Avenue, 37th floor, New York, NY 10022.
Market Trends
We believe the technology investment lending environment provides opportunities for us to meet our goal of making investments that generate an attractive total return based on a combination of the following factors.
Limited Availability of Capital for Technology, Specifically Enterprise Software, Companies — We believe that technology companies have limited access to capital, driven by a lack of dedicated pools of capital focused on technology companies. Traditional lenders, such as commercial and investment banks, generally do not have flexible product offerings that meet the needs of technology-related companies and there has been a reduction in activity from commercial and investment banks as a result of regulatory and structural factors, industry consolidation and general risk aversion. In recent years, many commercial and investment banks have focused their efforts and resources on lending to large corporate clients and managing capital markets transactions rather than lending to technology-related companies. In addition, these lenders may be constrained in their ability to underwrite and hold loans and high yield securities, as well as their ability to provide equity financing, as they seek to meet existing and future regulatory capital requirements. We also believe that there is a lack of scaled market participants that are willing to provide and hold meaningful amounts of a customized financing solution for technology companies.
As a result, we believe our focus on technology-related companies and our ability to invest across the capital structure, coupled with a limited supply of capital providers, presents an attractive opportunity to invest in technology companies.
Capital Markets Have Been Unable to Fill the Void Left by Banks — Access to the underwritten bond and syndicated loan markets is challenging for many technology companies due to loan size and liquidity. For example, high yield bonds are generally purchased by institutional investors such as mutual funds and exchange traded funds (“ETFs”) who, among other things, are highly focused on the liquidity characteristics of the bond being issued in order to fund investor redemptions and/or comply with regulatory requirements. Accordingly, the existence of an active secondary market for bonds is an important consideration in these entities’ initial investment decision. Syndicated loans arranged through a bank are done either on a “best efforts” basis or are underwritten with terms plus provisions that permit the underwriters to change certain terms, including pricing, structure, yield and tenor, otherwise known as “flex”, to successfully syndicate the loan, in the event the terms initially marketed are insufficiently attractive to investors. Loans provided by companies such as ours provide certainty to issuers in that we can commit to a given amount of debt on specific terms, at stated coupons and with agreed upon fees. As we are the ultimate holder of the loans, we do not require market “flex” or other arrangements that banks may require when acting on an agency basis. In addition, our Adviser has teams focused on both liquid credit and private credit and these teams are able to collaborate with respect to syndicated loans.
Secular Trends Supporting Growth for Private Credit — According to Gartner, a research and advisory company, global technology spend was $5.6 trillion in 2025 and is expected to grow to more than $6.2 trillion in 2026. We believe global demand for technology products and services will continue to grow rapidly, and that growth will stimulate demand for capital from technology companies which will continue to require access to capital to refinance existing debt, support growth and finance acquisitions. We believe that periods of market volatility, such as the current period of market volatility caused, in part, by uncertainty regarding inflation and interest rates, and current geopolitical conditions, have accentuated the advantages of private credit. The availability of capital in the liquid credit market is highly sensitive to market conditions whereas we believe private lending has proven to be a stable and reliable source of capital through periods of volatility. We believe the opportunity set for private credit will continue to expand even as the public markets remain open. Financial sponsors and companies today are familiar with direct lending and have seen firsthand the strong value proposition that a private solution can offer. Scale, certainty of execution and flexibility all provide borrowers with a compelling alternative to the syndicated and high yield markets. Based on our experience, larger, higher quality credits that have traditionally been issuers in the syndicated and high yield markets are increasingly seeking private solutions independent of credit market conditions. In our view, this is supported by financial sponsors wanting to work with collaborative financing partners that have scale and breadth of capabilities. This has driven substantial growth in direct lending portfolio companies over time. Given the dynamics mentioned above, we believe this trend is poised to continue and the large amount of uninvested capital held by funds of private equity firms, estimated by Preqin Ltd., an alternative assets industry data and research company, to be $2.7 trillion as December 31, 2025, will continue to serve as a tailwind to the space.
Attractive Investment Dynamics — With respect to the debt investments in technology companies, we believe the directly negotiated nature of such financings generally provides more favorable terms to the lender, including stronger covenant and reporting packages, better call protection, and lender protective change of control provisions. Further, we believe that historical default rates for technology and software companies have been lower, and recovery rates have been higher, as compared to the broader leveraged finance market, leading to lower cumulative losses. With respect to equity and equity-linked investments, we will seek to structure these investments with meaningful shareholder protections, including, but not limited to, anti-dilution, anti-layering, and liquidation preferences, which we believe will create the potential for meaningful risk-adjusted long-term capital gains in connection with the future liquidity events of these technology companies. Lastly, we believe that in the current environment, lenders with available capital may be able to take advantage of attractive investment opportunities.
Compelling Business Models — We believe that the products and services that technology companies, and more specifically enterprise software businesses, provide often have high switching costs and are fundamental to the operations and success of their customers across diverse industries. We generally invest in scaled or growing players in niche markets that are selling mission critical products to established customer bases. As a result, technology companies with a focus on enterprise software have attributes that make them compelling investments, including strong customer retention rates, high switching costs and highly contracted cash flows which leads to recurring and predictable revenue. Further, technology companies with a focus on enterprise software are typically highly capital efficient, with limited capital expenditures and high free cash flow conversion. In addition, the replicable nature of technology products, specifically enterprise software, creates substantial operating leverage which typically results in strong profitability, lower loan to value ratios, high revenue retention, high gross margins and stable sale efficiency.
We believe that enterprise software businesses make compelling investments because they are inherently diversified into a variety of sectors due to end market applications and have been one of the more defensive sectors throughout economic cycles.
Attractive Opportunities in Investments in Technology Companies — We invest in the debt and equity of technology companies. We believe that opportunities in the debt of technology companies are significant because of the floating rate structure of most senior secured debt issuances and because of the strong defensive characteristics of these types of investments. We believe that debt issued with floating interest rates offer a superior return profile as compared with fixed-rate investments, since floating rate structures are generally less susceptible to declines in value experienced by fixed-rate securities in a rising interest rate environment.
Senior secured debt provides strong defensive characteristics because it has priority in payment among an issuer’s security holders whereby holders are due to receive payment before junior creditors and equity holders. Further, these investments are generally secured by the issuer’s assets, which may provide protection in the event of a default. We also make recurring revenue loans to companies that have made a strategic decision to postpone profitability in favor of acquiring customers that will generate a high lifetime value over time. We believe that recurring revenue loans provide attractive credit characteristics including covenant protections, lower loan-to-values and/or premium pricing.
We believe that opportunities in the equity of technology companies are significant because of the potential to generate meaningful capital appreciation by participating in the growth in the portfolio company and the demand for its products and services. We find many of these opportunities are in the form of preferred equities, where there is the opportunity to invest in large, established companies through structures that protect invested capital and also offer upside opportunities. Moreover, we believe that the high-growth profile of a technology company will generally make it a more attractive candidate for a liquidity event than a company in a non-high growth industry. We believe the technology investment lending environment provides opportunities for us to meet our goal of making investments that generate an attractive total return based on a combination of the foregoing factors.
Potential Competitive Advantages
We believe that the Adviser’s disciplined approach to origination, fundamental investment analysis, portfolio construction and risk management should allow us to achieve attractive risk-adjusted returns while preserving our capital. We believe that we represent an attractive investment opportunity for the following reasons:
Dedicated Pool of Capital — From a deal sourcing perspective, having a pool of capital dedicated to technology investing should enable us to be a more relevant partner to sponsors and management teams who seek this type of financing for their deals.
Additionally, our dedicated industry focus is supported by a team with a track record of success investing in technology businesses. The Adviser’s network of deep industry relationships creates a substantial information advantage that informs and augments its due diligence process. This unique positioning should further drive entrenchment with sponsors as the Adviser will typically be viewed as a value-added partner during the diligence and investment lifecycle of our businesses.
We believe that there is currently an opportunity for us to be a “first mover” as a specialized debt financing provider in the technology sector. We believe the technology sector to be underserved and, other than the Company and Blue Owl Technology Income Corp. (“OTIC”), we are not aware of other entities currently serving the sector that have large pools of capital dedicated to the space and that operate competing businesses.
Experienced Team with Expertise Across all Levels of the Corporate Capital Structure — The members of the Technology Lending Investment Committee have over 25 years of experience in private lending and investing at all levels of a company’s capital structure, including in high yield securities, leveraged loans, high yield credit derivatives, distressed securities, and equity securities, as well as experience in operations, corporate finance, mergers and acquisitions and workout restructuring. The members of the Technology Lending Investment Committee have diverse backgrounds with investing experience through multiple business and credit cycles. Moreover, certain members of the Technology Lending Investment Committee and other executives and employees of the Adviser and its affiliates have operating and/or investing experience on behalf of business development companies. In addition, through its West Coast office, the Adviser has a significant presence in Silicon Valley to better serve financial sponsors operating in the technology sector. We believe this experience provides the Adviser with an in-depth understanding of the strategic, financial and operational challenges and opportunities of technology companies and will afford it numerous tools to manage risk while preserving the opportunity for attractive risk-adjusted returns on our investments and offering a diverse product set to help meet borrowers’ needs.
Distinctive Origination Platform — We anticipate that a substantial majority of our investments will be sourced directly and that our origination platform provides us the ability to originate investments without the assistance of investment banks or other traditional Wall Street intermediaries.
The Investment Team includes approximately 130 investment professionals (over 40 of whom are dedicated to technology investing) and is responsible for originating, underwriting, executing and managing the assets of our direct lending transactions and for sourcing and executing opportunities directly. The Investment Team is fully dedicated to direct lending and has significant experience as transaction originators and building and maintaining strong relationships with private equity sponsors, venture capital firms, entrepreneurs and companies. In addition, we believe that the Investment Team has enhanced sourcing capabilities because of their ability to utilize Blue Owl’s resources and its relationships with the financial sponsor community and service providers, which we believe may broaden our deal funnel and result in an increased pipeline of deal opportunities.
The Investment Team also maintains direct contact with banks, corporate advisory firms, industry consultants, attorneys, investment banks, “club” investors and other potential sources of lending opportunities. We believe the Adviser’s ability to source through multiple channels allows us to generate investment opportunities that have more attractive risk-adjusted return characteristics than by relying solely on origination flow from investment banks or other intermediaries and to be more selective investors.
Since OCA’s inception in April 2016 through December 31, 2025, the Adviser and its affiliates have reviewed over 3,105 technology-related opportunities totaling approximately $1.195 billion of financing and have sourced potential investment opportunities from more than 840 private equity sponsors and venture capital firms. We believe that the Adviser receives “early looks” and “last looks” based on its and Blue Owl's relationships, allowing it to be highly selective in the transactions it pursues.
Provide Customized Financing Complementary to Financial Sponsors’ Capital — We offer a broad range of investment structures and possess expertise and experience to effectively structure and price investments in technology companies. We offer customized financing solutions ranging from senior debt to equity capital. Unlike many of our competitors that we believe are restricted to smaller investment sizes and only invest in companies that fit a specific set of investment parameters, we have the scale and flexibility to structure our investments to suit the particular needs of our portfolio companies. As a result, we believe that our capital will be viewed as an attractive and complimentary source of capital, both by the portfolio company and by the portfolio company’s financial sponsor.
Potential Long-Term Investment Horizon — We believe our potential long-term investment horizon gives us flexibility, allowing us to maximize returns on our investments in technology companies. We invest using a long-term focus, which we believe provides us with the opportunity to increase total returns on invested capital, as compared to other private company investment vehicles or investment vehicles with daily liquidity requirements (e.g., open-ended mutual funds and ETFs).
Defensive Investment Philosophy — The Adviser employs an investment approach focused on rigorous due diligence and underwriting, a highly selective and multi-stage investment decision process, and ongoing portfolio monitoring. The investment approach will focus on quantitative and qualitative factors, with particular emphasis on early detection of potential deterioration. This strategy is designed to minimize potential losses and achieve attractive risk adjusted returns.
Active Portfolio Monitoring — The Adviser closely monitors the investments in our portfolio and takes a proactive approach to identifying and addressing sector- or company-specific risks. The Adviser receives and reviews detailed financial information from portfolio companies no less than quarterly and seeks to maintain regular dialogue with portfolio company management teams regarding current and forecasted performance. We anticipate that many of our debt investments will have financial covenants that we believe will provide an early warning of potential problems facing our borrowers, allowing lenders, including us, to identify and carefully manage risk. Further, we anticipate that many of our equity investments will provide us the opportunity to nominate a member or observer to the board of directors of the portfolio company or otherwise include provisions protecting our rights as a minority-interest holder, which we believe will allow us to closely monitor the performance of these portfolio companies. In addition, the Adviser has built out its portfolio management team to include workout experts who closely monitor our portfolio companies and who, on at least a quarterly basis, assess each portfolio company’s operational and liquidity exposure and outlook to understand and mitigate risks; and, on at least a monthly basis, evaluates existing and newly identified situations where operating results are deviating from expectations. As part of its monitoring process, the Adviser focuses on projected liquidity needs and where warranted, re-underwriting credits and evaluating downside and liquidation scenarios.
Increasing Benefits of Scale — We believe the Adviser’s robust, scaled infrastructure and focus on direct lending provides us a competitive advantage which enables us to provide attractive solutions as a trusted partner and therefore continue to capture market share. Blue Owl’s differentiated approach and scaled platform allow us to capitalize on opportunities across the sizing spectrum—from bespoke financing solutions to traditional upper-middle-market loans and, increasingly, loans of $2.0 billion or more. Blue Owl’s Credit platform’s scale has demonstrated the ability to originate larger deals, while also providing diversification. We believe our scale enables Blue Owl to broaden our deal funnel and provides us access to more investment opportunities than many other direct lenders.
Investment Selection
The Adviser applies rigorous and established investment selection and underwriting criteria. Although not exhaustive, the Adviser expects that our investments will typically have many of the following attributes:
•Mission critical solutions: solutions that are essential to business operations and are tightly integrated into the workflows or operations of end users;
•Market leadership positions: a leadership position in its market (or the potential to establish a leadership position) with potential and/or defensible barriers to entry;
•Strong quality of revenue: revenue streams with high degrees of visibility (contracted or reoccurring) and substantial gross margins diversified by a granular, long-tenured customer base;
•Strong customer retention: highly embedded software with meaningful switching costs;
•Highly capital efficient: strong free cash flow conversion or the potential to generate strong free cash flow conversion due to operating margins and low capital intensity; and
•Attractive Unit Economics: strong payback periods in respect of lifetime value of a customer versus the cost to acquire the customer.
The Adviser has identified the following investment criteria and guidelines that it believes are important in evaluating prospective portfolio companies. However, not all of these criteria and guidelines will be met, or will be equally important, in connection with each of our investments.
Established Companies with Positive Cash Flow — We seek to invest in companies with sound historical financial performance and a history of profitability which we believe tend to be well-positioned to maintain consistent, often contractual, cash flow to service and repay their obligations and maintain growth in their businesses or market share in all market conditions, including in the event of a recession. The Adviser primarily focuses on upper middle-market companies with a history of profitability on an operating cash flow basis, a high percentage of recurring revenue and with limited cyclicality in their end markets. The Adviser does not intend to invest in start-up companies that have not achieved sustainable profitability and cash flow generation or companies with speculative business plans.
Strong Competitive Position in Industry — The Adviser analyzes the strengths and weaknesses of target companies relative to their competitors. The factors the Adviser considers include relative product pricing, product quality, customer loyalty, substitution risk, switching costs, patent protection, brand positioning and capitalization. We seek to invest in companies that have developed leading positions within their respective markets, are well positioned to capitalize on growth opportunities and operate businesses, exhibit the potential to maintain sufficient cash flows and profitability to service their obligations in a range of economic environments or are in industries with significant barriers to entry. We seek companies that demonstrate advantages in scale, scope, customer loyalty, product pricing or product quality versus their competitors that, when compared to their competitors, may help to protect their market position and profitability.
Experienced Management Team — We seek to invest in companies that have experienced management teams. We also seek to invest in companies that have proper incentives in place, including management teams having significant equity interests to motivate management to act in concert with our interests as an investor.
Diversified Customer and Supplier Base — We generally seek to invest in companies that have a diversified customer and supplier base. Companies with a diversified customer and supplier base are generally better able to endure economic downturns, industry consolidation, changing business preferences and other factors that may negatively impact their customers, suppliers and competitors.
Exit Strategy — While certain debt investments may be repaid through operating cash flows of the borrower, we expect that the primary means by which we exit our debt investments will be through methods such as strategic acquisitions by other industry participants, an initial public offering of common stock, a recapitalization, a refinancing or another transaction in the capital markets.
Prior to making an equity investment in a prospective portfolio company, we analyze the potential for that company to increase the liquidity of its equity through a future event that would enable us to realize appreciation in the value of our equity interest. Liquidity events may include an initial public offering, a private sale of our equity interest to a third party, a merger or an acquisition of the company or a purchase of our equity position by the company or one of its stockholders.
In addition, in connection with our investing activities, we may make commitments with respect to an investment in a potential portfolio company substantially in excess of our final investment. In such situations, while we may initially agree to fund up to a certain dollar amount of an investment, we may sell a portion of such amount, such that we are left with a smaller investment than what was reflected in our original commitment.
Financial Sponsorship — We seek to participate in transactions sponsored by what we believe to be high-quality private equity and venture capital firms. We believe that a financial sponsor’s willingness to invest significant sums of equity capital into a company is an explicit endorsement of the quality of their investment. Further, financial sponsors of portfolio companies with significant investments at risk have the ability and a strong incentive to contribute additional capital in difficult economic times should operational issues arise.
Investments in Different Portfolio Companies and Industries — We seek to invest broadly among portfolio companies and industries, thereby potentially reducing the risk of any one company or industry having a disproportionate impact on the value of our portfolio; however, there can be no assurances in this regard. We seek to structure larger transactions and invest in stable, recession-resistant, strategically valuable industries that we are familiar with. We seek to invest not more than 20% of our portfolio in any single industry classification and target portfolio companies that comprise 0.5-1.5% of our portfolio (with no individual portfolio company generally expected to comprise greater than 5% of our portfolio).
Investment Process Overview
Origination and Sourcing — The Investment Team has an extensive network from which to source deal flow and referrals. Specifically, the Adviser sources portfolio investments from a variety of different investment sources, including among others, private equity sponsors, management teams, financial intermediaries and advisers, investment bankers, family offices, accounting firms and law firms. The Adviser focuses on sponsor-led leveraged buyouts, refinancings, recapitalizations and acquisitions and sponsors who value the ability to provide sizable commitments; flexible and creative solutions; and certainty, speed and transparency. To a lesser extent, the Adviser may invest in broadly syndicated loans. The Adviser believes that its experience across different industries and transaction types makes the Adviser particularly qualified to source, analyze and execute investment opportunities with a focus on downside protection and a return of principal.
Due Diligence Process — The process through which an investment decision is made involves extensive research into the company, its industry, its growth prospects and its ability to withstand adverse conditions. If one or more members of the Investment Team responsible for the transaction determines that an investment opportunity should be pursued, the Adviser will engage in an intensive due diligence process focused on fundamental credit analysis and downside protection. Though each transaction may involve a somewhat different approach, the Adviser’s diligence of each opportunity could include:
•understanding the purpose of the loan, the key personnel, the sources and uses of the proceeds;
•meeting the company’s management and key personnel, including top level executives, to get an insider’s view of the business, and to probe for potential weaknesses in business prospects;
•checking management’s backgrounds and references;
•performing a detailed review of historical financial performance, including performance through various economic cycles, and the quality of earnings;
•contacting customers and vendors to assess both business prospects and standard practices;
•conducting a competitive analysis, and comparing the company to its main competitors on an operating, financial, market share and valuation basis;
•researching the industry for historic growth trends and future prospects as well as to identify future exit alternatives;
•assessing asset value and the ability of physical infrastructure and information systems to handle anticipated growth;
•leveraging the Adviser’s internal resources and network with institutional knowledge of the company’s business;
•assessing business valuation and corresponding recovery analysis;
•developing downside financial projections and liquidation analysis;
•reviewing responsible investing and environmental, social and governance (“ESG”) considerations including consulting the Sustainability Accounting Standards Board’s Engagement Guide for ESG considerations; and
•investigating legal and regulatory risks and financial and accounting systems and practices.
Selective Investment Process — After an investment has been identified and preliminary diligence has been completed, a Technology Lending Investment Committee memorandum is prepared. This report is reviewed by the members of the Investment Team in charge of the potential investment and generally includes information on downside protection, asset coverage and collateral. If these members of the Investment Team are in favor of the potential investment, then a more extensive due diligence process, which may include significant analysis and focus on strategy and potential to recover par in default scenarios, is employed. Additional due diligence with respect to any investment may be conducted on our behalf by attorneys, independent accountants, and other third-party consultants and research firms prior to the closing of the investment, as appropriate on a case-by-case basis.
Structuring and Execution — Approval of an investment requires the approval of a majority of the Technology Lending Investment Committee. Once the Technology Lending Investment Committee has determined that a prospective portfolio company is suitable for investment, the Adviser works with the management team of that company and its other capital providers, including senior, junior and equity capital providers, if any, to finalize the structure and terms of the investment. Additionally, a majority of the Technology Lending Investment Committee may approve parameters or guidelines pursuant to which certain investment may be made or sold consistent with our investment objective.
Inclusion of Covenants — Covenants are contractual restrictions that lenders place on companies to limit the corporate actions a company may pursue. Generally, the loans in which we expect to invest will have financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company’s financial performance. However, to a lesser extent, we may invest in “covenant-lite” loans. We use the term “covenant-lite” to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.
Portfolio Monitoring — The Adviser monitors our portfolio companies on an ongoing basis. The Adviser monitors the financial trends of each portfolio company to determine if it is meeting its business plans and to assess the appropriate course of action with respect to our investment in each portfolio company. The Adviser has a number of methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
•assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
•periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
•comparisons to other companies in the portfolio company’s industry;
•attendance at, and participation in, board meetings; and
•review of periodic financial statements and financial projections for portfolio companies.
An investment will be placed on the Adviser's credit watch list when select events occur and will only be removed from the watch list with oversight of the Technology Lending Investment Committee and/or other Blue Owl agent. Once an investment is on the credit watch list, the Adviser works with the borrower prior to payment default to resolve financial stress through amendments, waivers or other alternatives. If a borrower defaults on its payment obligations, the Adviser's focus shifts to capital recovery. If an investment needs to be restructured, the Adviser’s workout team partners with the investment team and all material amendments, waivers and restructurings require the approval of a majority of the Technology Lending Investment Committee.
Structure of Investments
Our investment objective is to maximize total return by generating current income from debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments.
We expect that generally our portfolio composition will be majority debt or income producing securities, which may include “covenant-lite” loans, with a lesser allocation to equity or equity-linked opportunities. In addition, we may invest a portion of our portfolio in opportunistic investments, which will not be our primary focus, but will be intended to enhance returns to our shareholders and from time to time, we may evaluate and enter into strategic portfolio transactions which may result in additional portfolio companies which we are considered to control. These investments may include high-yield bonds and broadly-syndicated loans, which are typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs and enterprise values larger than the middle-market characteristics described herein, and equity investments in portfolio companies that make senior secured loans or invest in broadly syndicated loans or structured products, such as life settlements and royalty interests. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates.
Covenants are contractual restrictions that lenders place on companies to limit the corporate actions a company may pursue. Generally, the loans in which we expect to invest will have financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company’s financial performance. However, to a lesser extent, we may invest in “covenant-lite” loans. See “Investment Process Overview - Inclusion of Covenants.”
Debt Investments — The terms of our debt investments are tailored to the facts and circumstances of each transaction. The Adviser negotiates the structure of each investment to protect our rights and manage our risk. We generally invest in the following types of debt:
•First-lien debt. First-lien debt typically is senior on a lien basis to other liabilities in the issuer’s capital structure and has the benefit of a first-priority security interest in assets of the issuer. The security interest ranks above the security interest of any second-lien lenders in those assets. Our first-lien debt may include stand-alone first-lien loans, “unitranche” loans (including “last out” portions of such loans), and secured corporate bonds with similar features to these categories of first-lien loans. As of December 31, 2025, 61% of our first lien debt was comprised of unitranche loans.
•Stand-alone first lien loans. Stand-alone first-lien loans are traditional first-lien loans. All lenders in the facility have equal rights to the collateral that is subject to the first-priority security interest.
◦Unitranche loans. Unitranche loans (including the “last out” portions of such loans) combine features of first-lien, second-lien and mezzanine debt, generally in a first-lien position. In many cases, we may provide the issuer most, if not all, of the capital structure above their equity. The primary advantages to the issuer are the ability to negotiate the entire debt financing with one lender and the elimination of intercreditor issues. “Last out” first-lien loans have a secondary priority behind super-senior “first out” first-lien loans in the collateral securing the loans in certain circumstances. The arrangements for a “last out” first-lien loan are typically set forth in an “agreement among lenders,” which provides lenders with “first out” and “last out” payment streams based on a single lien on the collateral. Since the “first out” lenders generally have priority over the “last out” lenders for receiving payment under certain specified events of default, or upon the occurrence of other triggering events under intercreditor agreements or agreements among lenders, the “last out” lenders bear a greater risk and, in exchange, receive a higher effective interest rate, through arrangements among the lenders, than the “first out” lenders or lenders in stand-alone first-lien loans. Agreements among lenders also typically provide greater voting rights to the “last out” lenders than the intercreditor agreements to which second-lien lenders often are subject. Among the types of first-lien debt in which we may invest, “last out” first-lien loans generally have higher effective interest rates than other types of first-lien loans, since “last out” first-lien loans rank below standalone first-lien loans.
•Second-lien debt. Our second-lien debt may include secured loans, and, to a lesser extent, secured corporate bonds, with a secondary priority behind first-lien debt. Second-lien debt typically is senior on a lien basis to unsecured liabilities in the issuer’s capital structure and has the benefit of a security interest over assets of the issuer, though ranking junior to first-lien debt secured by those assets. First-lien lenders and second-lien lenders typically have separate liens on the collateral, and an intercreditor agreement provides the first-lien lenders with priority over the second-lien lenders’ liens on the collateral.
•Mezzanine debt (unsecured debt). Structurally, mezzanine debt usually ranks subordinate in priority of payment to first-lien and second-lien debt, is often unsecured, and may not have the benefit of financial covenants common in first-lien and second-lien debt. However, mezzanine debt ranks senior to common and preferred equity in an issuer’s capital structure. Mezzanine debt investments generally offer lenders fixed returns in the form of interest payments, which could be paid-in-kind, and may provide lenders an opportunity to participate in the capital appreciation, if any, of an issuer through an equity interest. This equity interest typically takes the form of an equity co-investment or warrants. Due to its higher risk profile and often less restrictive covenants compared to senior secured loans, mezzanine debt generally bears a higher stated interest rate than first-lien and second-lien debt.
•Broadly syndicated loans. Broadly syndicated loans (whose features are similar to those described under “First-lien debt” and “Second-lien debt” above) are typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs, and enterprise values larger than the middle-market characteristics described above. The proceeds of broadly syndicated loans are often used for leveraged buyout transactions, mergers and acquisitions, recapitalizations, refinancings, and financing capital expenditures. Broadly syndicated loans are typically distributed by the arranging bank to a diverse group of investors primarily consisting of: CLOs; senior secured loan and high yield bond mutual funds; closed-end funds, hedge funds, banks, and insurance companies; and finance companies. A borrower must comply with various covenants contained in a loan agreement or note purchase agreement between the borrower and the holders of the broadly syndicated loan. The broadly syndicated loans in which we invest may include loans that are considered “covenant-lite” loans, because of their lack of a full set of financial maintenance covenants.
Our debt investments are typically structured with the maximum seniority and collateral that we can reasonably obtain while seeking to achieve our total return target. The Adviser seeks to limit the downside potential of our investments by:
•requiring a total return on our investments (including both interest and potential equity appreciation) that compensates us for credit risk;
•negotiating covenants in connection with our investments consistent with preservation of our capital. Such restrictions may include affirmative covenants (including reporting requirements), negative covenants (including financial maintenance covenants), lien protection, limitations on debt incurrence, restrictions on asset sales, downside and liquidation cases, restrictions on dividends and other payments, cash flow sweeps, collateral protection, required debt amortization, change of control provisions and board rights, including either observation rights or rights to a seat on the board under some circumstances; and
•including debt amortization requirements, where appropriate, to require the timely repayment of principal of the loan, as well as appropriate maturity dates.
Within our portfolio, the Adviser aims to maintain the appropriate proportion among the various types of first-lien loans, as well as second-lien debt and mezzanine debt, to allow us to achieve our target returns while maintaining our targeted amount of credit risk.
Our debt investments may be structured as annualized recurring revenue (“ARR”) loans, which are loans made to a company that may not currently be EBITDA positive because they have strategically determined to postpone profitability in favor of acquiring customers that will generate a high lifetime value over time. Generally, our ARR loans are made to high growth technology companies with a stable base of existing customers, providing strong revenue visibility. We believe the recurring revenue market to be underserved and find that ARR loans often have attractive risk adjusted return profiles, in the form of pricing, credit documentation, and /or loan-to-values, relative to the broader market.
Equity Investments — Our investment in a portfolio company could be or may include an equity interest, such as common stock or preferred stock, or equity linked interest, such as a warrant or profit participation right. We may make direct and indirect equity investments with or without a concurrent investment in a more senior part of the capital structure of the issuer. Our equity investments are typically not control-oriented investments and we may structure such equity investments to include provisions protecting our rights as a minority-interest holder.
Specialty Financing Portfolio Companies and Joint Ventures
We leverage the expanding role that private lenders are being asked to play in the broader credit markets to evaluate cross-platform opportunities including strategic equity and accretive joint venture investments that have cash flow and credit profiles that provide consistent income.
Specialty Financing Portfolio Companies — We may make equity investments in portfolio companies that make senior secured loans or invest in broadly syndicated loans or structured products, such as life settlements and royalty interests. Our specialty financing companies include the following:
•Amergin, which consists of AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”) and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. Amergin was created to invest in a leasing platform focused on railcar, aviation and other long-lived transportation assets. Amergin acquires existing on-lease portfolios of new and end-of-life railcars and related equipment and selectively purchases off-lease assets and is building a commercial aircraft portfolio through aircraft financing and engine acquisition on a sale and lease back basis.
•Fifth Season Investments LLC (“Fifth Season”), a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement assets and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques.
•LSI Financing 1 DAC (“LSI Financing DAC”), a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space.
•LSI Financing LLC (“LSI Financing LLC”), a separately managed portfolio company formed to indirectly own royalty purchase agreements and loans in the life sciences space.
•Blue Owl Cross-Strategy Opportunities LLC (“BOCSO”), a portfolio company formed to hold alternative credit assets, including asset-based finance (“ABF”). ABF is a subsector of private credit focused on generating income from pools of financial, physical or other assets.
Joint Ventures — We may make equity investments in joint ventures. Our joint ventures include:
•Blue Owl Credit SLF LLC (“Credit SLF”) is a joint venture whose principal purpose is to make investments in senior secured loans to middle-market companies, broadly syndicated loans and senior and subordinated notes issued by collateralized loan obligations.
•Blue Owl Leasing LLC (“Blue Owl Leasing”), a cross-platform joint venture that invests in equipment leases and loans.
Investments
As of December 31, 2025 and 2024, we had investments in 199 and 148 portfolio companies, respectively, with an aggregate fair value of $14.3 billion and $6.4 billion. The table below presents the composition of investments at fair value and amortized cost as of the following periods:
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December 31, 2025 |
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December 31, 2024 |
| ($ in thousands) |
Amortized Cost |
|
Fair Value |
|
Net Unrealized Gain (Loss) |
|
Amortized Cost |
|
Fair Value |
|
Net Unrealized Gain (Loss) |
First-lien senior secured debt investments |
$ |
10,983,810 |
|
|
$ |
10,979,070 |
|
|
$ |
(4,740) |
|
|
$ |
4,457,465 |
|
|
$ |
4,451,797 |
|
|
$ |
(5,668) |
|
| Second-lien senior secured debt investments |
601,494 |
|
|
568,641 |
|
|
(32,853) |
|
|
292,835 |
|
|
258,538 |
|
|
(34,297) |
|
| Unsecured debt investments |
467,464 |
|
|
477,128 |
|
|
9,664 |
|
|
337,386 |
|
|
336,635 |
|
|
(751) |
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| Specialty finance debt investments |
37,449 |
|
|
37,452 |
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|
3 |
|
|
5,024 |
|
|
5,041 |
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|
17 |
|
Preferred equity investments |
1,127,105 |
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|
1,072,481 |
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(54,624) |
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|
764,816 |
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|
686,859 |
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(77,957) |
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Common equity investments |
504,733 |
|
|
722,100 |
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|
217,367 |
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|
450,093 |
|
|
536,136 |
|
|
86,043 |
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| Specialty finance equity investments |
351,675 |
|
|
375,812 |
|
|
24,137 |
|
|
124,553 |
|
|
131,513 |
|
|
6,960 |
|
Joint Ventures |
53,483 |
|
|
53,355 |
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|
(128) |
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|
949 |
|
|
947 |
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|
(2) |
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| Total Investments |
$ |
14,127,213 |
|
|
$ |
14,286,039 |
|
|
$ |
158,826 |
|
|
$ |
6,433,121 |
|
|
$ |
6,407,466 |
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|
$ |
(25,655) |
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As of December 31, 2025 and 2024, we had outstanding commitments to fund unfunded investments totaling $1.8 billion and $0.6 billion, respectively.
For additional information about our investment portfolio refer to “Note 4 – Investments” to our consolidated financial statements included in this Annual Report.
Capital Resources and Borrowings
We anticipate generating cash in the future from the issuance of common stock and cash flows from operations, including interest and dividends received on our debt and equity investments, respectively.
We may borrow money from time to time if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after such borrowing. Additionally, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. Our current target leverage ratio is 0.90x-1.25x. As of December 31, 2025 and 2024, our asset coverage was 226% and 220%, respectively. See “Regulation as a Business Development Company – Senior Securities; Coverage Ratio” below.
Furthermore, while any indebtedness and senior securities remain outstanding, we must make provisions to prohibit any distribution to our shareholders on our capital stock (which may cause us to fail to distribute amounts necessary to avoid entity-level taxation under the Code), or the repurchase of such capital stock unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. In addition, we must also comply with positive and negative covenants customary for these types of facilities.
For additional information about our debt obligations see “Note 5 – Debt” to our consolidated financial statements included in this Annual Report and “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS —Financial Condition, Liquidity and Capital Resources — Debt”.
Distribution Policy
To qualify for tax treatment as a RIC, we must distribute (or be treated as distributing) in each taxable year dividends of an amount equal to at least 90% of our investment company taxable income (which includes, among other items, dividends, interest, the excess of any net short-term capital gains over net long-term capital losses, as well as other taxable income, excluding any net capital gains reduced by deductible expenses) and 90% of our net tax-exempt income for that taxable year. As a RIC, we generally will not be subject to U.S. federal income tax at corporate rates on our investment company taxable income and net capital gains that we distribute to shareholders. We may be subject to a nondeductible 4% U.S. federal excise tax if we do not distribute (or are treated as distributing) in each calendar year an amount at least equal to the sum of:
•98% of our net ordinary income, excluding certain ordinary gains and losses, recognized during a calendar year;
•98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of such calendar year; and
•certain undistributed amounts from previous years on which we paid no U.S. federal income tax.
We have previously incurred, and can be expected to incur such excise tax on a portion of our income and gains. While we intend to distribute income and capital gains to minimize exposure to the 4% excise tax, we may not be able to, or may not choose to, distribute amounts sufficient to avoid the imposition of the tax entirely. In that event, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement. See “ITEM 1A. RISK FACTORS – Risks Related to U.S. Federal Income Tax – We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain our tax treatment as a RIC under subchapter M of the Code.”
Dividend Reinvestment Plan
We have adopted a dividend reinvestment plan, pursuant to which, we will reinvest all cash distributions declared by the Board on behalf of our shareholders who do not elect to receive their distribution in cash as provided below. As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then our shareholders who have not opted out of our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock rather than receiving the cash dividend or other distribution. As described below, we may purchase shares in the open market or use newly issued shares to implement the dividend reinvestment plan. Any fractional share otherwise issuable to a participant in the dividend reinvestment plan will instead be paid in cash.
Prior to the Exchange Listing, the number of shares to be issued to a shareholder under the dividend reinvestment plan was determined by dividing the total dollar amount of the distribution payable to such shareholder by the net asset value per share of the Company’s common stock, as of the last day of the Company’s calendar quarter immediately preceding the date such distribution was declared. In connection with listing our common stock on the NYSE, we entered into our second amended and restated dividend reinvestment plan, pursuant to which, if newly issued shares are used to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the cash dividend or distribution payable to a shareholder by the market price per share of our common stock at the close of regular trading on the NYSE on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, we will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share). Pursuant to our second amended and restated dividend reinvestment plan, if shares are purchased in the open market to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder shall be determined by dividing the dollar amount of the cash dividend payable to such shareholder by the weighted average price per share for all shares purchased by the plan administrator in the open market in connection with the dividend. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
No action is required on the part of a registered shareholder to have his, her or its cash dividend or other distributions reinvested in shares of our common stock. A registered shareholder is able to elect to receive an entire cash dividend or other distribution in cash by notifying the Adviser in writing so that such notice is received by the Adviser no later than ten days prior to the record date for distributions to the shareholders.
There are no brokerage charges or other charges to shareholders who participate in the plan.
The plan is terminable by us upon notice in writing mailed to each shareholder of record at least 30 days prior to any record date for the payment of any distribution by us.
Competition
Our primary competitors in providing financing to middle-market technology-related companies include public and private funds, other BDCs, commercial and investment banks, commercial finance companies and, to the extent they provide an alternative form of financing, private equity and hedge funds and alternative asset managers. Many of our competitors are substantially larger and have considerably greater financial, technical, and marketing resources than we do. Many of these competitors have similar investment objectives to us, which may create additional competition for investment opportunities. Some of these competitors may have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to our investment opportunities. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Further, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC, or to the distribution and other requirements we must satisfy to qualify for RIC tax treatment. Lastly, institutional and individual investors are allocating increasing amounts of capital to alternative investment strategies. Several large institutional investors have announced a desire to consolidate their investments in a more limited number of managers. We expect that this will cause competition in our industry to intensify and could lead to a reduction in the size and duration of pricing inefficiencies that many of our products seek to exploit. See “ITEM 1A. RISK FACTORS — Risks Related to Our Business — We may face increasing competition for investment opportunities, which could delay further deployment of our capital, reduce returns and result in losses.”
Investment Advisory Agreement
The description below of the Investment Advisory Agreement is only a summary and is not necessarily complete. The description set forth below is qualified in its entirety by reference to the Investment Advisory Agreement.
Under the terms of the Investment Advisory Agreement, the Adviser is responsible for the following:
•managing our assets in accordance with our investment objective, policies and restrictions;
•determining the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
•making investment decisions for us, including negotiating the terms of investments in, and dispositions of, portfolio securities and other instruments on our behalf;
•monitoring our investments;
•performing due diligence on prospective portfolio companies;
•exercising voting rights in respect of portfolio securities and other investments for us;
•serving on, and exercising observer rights for, boards of directors and similar committees of our portfolio companies; and
•providing us with such other investment advisory and related services as we may, from time to time, reasonably require for the investment of capital.
The Adviser’s services under the Investment Advisory Agreement are not exclusive, and accordingly, the Adviser may provide similar services to other entities.
Term
The Investment Advisory Agreement became effective on May 18, 2021. Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect for two years from the date it first became effective and from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, a majority of the independent directors. On May 5, 2025, the Board approved the continuation of the Investment Advisory Agreement.
The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of penalty, we may terminate the Investment Advisory Agreement with the Adviser upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board or the shareholders holding a Majority of the Outstanding Shares of our common stock. “Majority of the Outstanding Shares” means the lesser of (1) 67% or more of the outstanding shares of common stock present at a meeting, if the holders of more than 50% of the outstanding shares of common stock are present or represented by proxy or (2) a majority of outstanding shares of common stock. In addition, without payment of penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice.
Compensation of the Adviser
We will pay the Adviser an investment advisory fee for its services under the Investment Advisory Agreement consisting of two components: a management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”). The cost of both the Management Fee and the Incentive Fee will ultimately be borne by our shareholders.
The Management Fee is payable quarterly in arrears. Prior to June 12, 2025 (the “Listing Date”), the Management Fee was payable at an annual rate of 0.90% of:
(i)our average gross assets at the end of our two most recently completed calendar quarters, plus
(ii)the average of any remaining unfunded Capital Commitments to us at the end of the two most recently completed calendar quarters;
provided, however, that no Management Fee was be charged on the value of our gross assets that was below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act.
Following the Listing Date, the Management Fee is payable at an annual rate of:
(i)1.5% of our average gross assets that is above an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act, at the end of the two most recently completed calendar quarters payable quarterly in arrears, and
(ii)1.00% of our average gross assets that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act, at the end of the two most recently completed calendar quarters payable quarterly in arrears.
The Management Fee will be appropriately prorated and adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuances or repurchases during the relevant calendar quarters and for any partial month or quarter. For purposes of the Investment Advisory Agreement, gross assets means our total assets determined on a consolidated basis in accordance with generally accepted accounting principles in the United States, excluding cash and cash equivalents, but including assets purchased with borrowed amounts.
The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on our income and a portion is based on our capital gains, each as described below. The portion of the Incentive Fee based on income is determined and paid quarterly in arrears, and equals (i) prior to the Listing Date, 100% of the pre- Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser received 10% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.67% quarterly, 10% of all remaining pre- Incentive Fee net investment income for that calendar quarter, and (ii) subsequent to the Listing Date, 100% of the pre- Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 17.5% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-Incentive Fee net investment income for that calendar quarter. The 100% “catch-up” provision for pre-Incentive Fee net investment income in excess of the 1.5% “hurdle rate” is intended to provide the Adviser with an Incentive Fee of (i) prior to the Listing Date, 10% on all pre- Incentive Fee net investment income when that amount equals 1.67% in a calendar quarter (6.67% annualized), and (ii) subsequent to the Listing Date, 17.5% on all pre-Incentive Fee net investment income when that amount equals 1.82% in a calendar quarter (7.27% annualized), which, in each case, is the rate at which catch-up is achieved. Once the “hurdle rate” is reached and catch-up is achieved, (i) prior to the Listing Date, 10% of any pre-Incentive Fee net investment income in excess of 1.67% in any calendar quarter is payable to the Adviser, and (ii) subsequent to the Listing Date, 17.5% of any pre-Incentive Fee net investment income in excess of 1.82% in any calendar quarter is payable to the Adviser.
Pre-Incentive Fee net investment income means dividends (including reinvested dividends), interest and fee income accrued by us during the calendar quarter, minus operating expenses for the calendar quarter (including the Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest (“PIK”) and zero coupon securities), accrued income that we may not have received in cash. The Adviser is not obligated to return the Incentive Fee it receives on PIK interest that is later determined to be uncollectible in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
To determine whether pre-Incentive Fee net investment income exceeds the hurdle rate, pre-Incentive Fee net investment income is expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter. Because of the structure of the Incentive Fee, it is possible that we may pay an Incentive Fee in a calendar quarter in which we incur a loss. For example, if we receive pre-Incentive Fee net investment income in excess of the quarterly hurdle rate, we will pay the applicable Incentive Fee even if we have incurred a loss in that calendar quarter due to realized and unrealized capital losses. In addition, because the quarterly hurdle rate is calculated based on our net assets, decreases in our net assets due to realized or unrealized capital losses in any given calendar quarter may increase the likelihood that the hurdle rate is reached and therefore the likelihood that we will pay an Incentive Fee for that calendar quarter. Our net investment income used to calculate this component of the Incentive Fee is also included in the amount of our gross assets used to calculate the Management Fee because gross assets are total assets (including cash received) before deducting liabilities (such as declared dividend payments).
The following are graphical representations of the calculation of the income-related portion of the Incentive Fee:
Quarterly Incentive Fee on
Pre-Incentive Fee Net Investment Income
Prior to the Listing Date
(expressed as a percentage of the value of net assets)
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Quarterly Incentive Fee on
Pre-Incentive Fee Net Investment Income
Subsequent to the Listing Date
(expressed as a percentage of the value of net assets)
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Percentage of Pre-Incentive Fee Net Investment Income
Allocated to Quarterly Incentive Fee
The second component of the Incentive Fee, the “Capital Gains Incentive Fee,” payable at the end of each calendar year in arrears, equals, (i) prior to the Listing Date, 10% of cumulative realized capital gains from to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the initial closing date to the end of each calendar year, and (ii) subsequent to the Listing Date, 17.5% of cumulative realized capital gains from the Listing Date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year. Each year, the fee paid for the Capital Gains Incentive Fee is net of the aggregate amount of any previously paid Capital Gains Incentive Fee for prior periods. We will accrue, but will not pay, a Capital Gains Incentive Fee with respect to unrealized appreciation because a Capital Gains Incentive Fee would be owed to the Adviser if we were to sell the relevant investment and realize a capital gain. The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated. In no event will the Capital Gains Fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.
Limitations of Liability and Indemnification
The Adviser and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its sole member, are not liable to us for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under the Investment Advisory Agreement or otherwise as our investment adviser (except to the extent specified in Section 36(b) of the 1940 Act, concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services).
We will indemnify the Adviser and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner or managing member (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of us or our security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under the Investment Advisory Agreement or otherwise as our investment adviser. However, the Indemnified Parties shall not be entitled to indemnification in respect of, any liability to us or our shareholders to which the Indemnified Parties would otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under the Investment Advisory Agreement.
Board Approval of the Investment Advisory Agreement
On May 5, 2025, the Board held an in-person meeting to consider and approve the continuation of the Investment Advisory Agreement and related matters. The Board was provided with the information it required to consider the Investment Advisory Agreement, including: (a) the nature, quality and extent of the advisory and other services to be provided to us by the Adviser; (b) comparative data with respect to advisory fees or similar expenses paid by other BDCs; (c) our projected operating expenses and expense ratio compared to BDCs with similar investment objectives; (d) any existing and potential sources of indirect income to the Adviser from its relationship with us and the profitability of that relationship; (e) information about the services to be performed and the personnel performing such services under the Investment Advisory Agreement; (f) the organizational capability and financial condition of the Adviser and its affiliates; and (g) the possibility of obtaining similar services from other third-party service providers or through an internally managed structure. Based on the information reviewed and the discussion thereof, the Board, including a majority of the non-interested directors, concluded that the investment advisory fee rates are reasonable in relation to the services provided and approved the continuation of the Investment Advisory Agreement as being in the best interests of our shareholders.
Administration Agreement
The description below of the Administration Agreement is only a summary and is not necessarily complete. The description set forth below is qualified in its entirety by reference to the Administration Agreement.
Under the terms of the Administration Agreement, the Adviser performs, or oversees the performance of, administrative services for us, which includes, but is not limited to, providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, managing the payment of expenses and the performance of administrative and professional services rendered by others, which could include employees of the Adviser or its affiliates. We will reimburse the Adviser for services performed for us pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and we will reimburse the Adviser for any services performed for us by such affiliate or third party.
The Administration Agreement became effective on May 18, 2021 and the continuation of the Administration Agreement was approved by the Board on May 5, 2025. Unless earlier terminated as described below, the Administration Agreement will remain in effect for two years from the date it first became effective and from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, a majority of the independent directors. We may terminate the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board or the shareholders holding a Majority of the Outstanding Shares of our common stock. In addition, the Adviser may terminate the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. To the extent that the Adviser outsources any of its functions we will pay the fees associated with such functions without profit to the Adviser.
The Administration Agreement provides that the Adviser and its affiliates’ respective officers, directors, members, managers, stockholders and employees are entitled to indemnification from us from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the Administration Agreement, except where attributable to willful misfeasance, bad faith or gross negligence in the performance of such person’s duties or reckless disregard of such person’s obligations and duties under the Administration Agreement as provided by Section 17(i) of the 1940 Act.
Payment of Our Expenses under the Investment Advisory and Administration Agreements
Except as specifically provided below, we anticipate that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory and management services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. In addition, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. We will bear our allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of our officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to us (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to us. We shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs, in acting on our behalf and as otherwise set forth in the Administration Agreement). We also will bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including Management Fees and Incentive Fees, to the Adviser, pursuant to the Investment Advisory Agreement and the Administration Agreement; (ii) our allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Investment Advisory Agreement and the Administration Agreement and (iii) all other costs and expenses of our operations and transactions including, without limitation, those relating to:
•the cost of our organization and any offerings;
•the cost of calculating our net asset value, including the cost of any third-party valuation services;
•the cost of effecting any sales and repurchases of the common stock and other securities;
•fees and expenses payable under any dealer manager agreements, if any;
•debt service and other costs of borrowings or other financing arrangements;
•costs of hedging;
•expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights;
•escrow agent, transfer agent and custodial fees and expenses;
•fees and expenses associated with marketing efforts;
•federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;
•U.S. federal, state and local taxes;
•independent directors’ fees and expenses, including certain travel expenses;
•costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing;
•costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs);
•costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters;
•commissions and other compensation payable to brokers or dealers;
•research and market data;
•fidelity bond, directors’ and officers’ errors and omissions liability insurance and other insurance premiums;
•direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;
•fees and expenses associated with independent audits, outside legal and consulting costs;
•costs of winding up;
•costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;
•extraordinary expenses (such as litigation or indemnification); and
•costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws.
We expect, but cannot ensure, that our general and administrative expenses will increase in dollar terms during periods of asset growth, but will decline as a percentage of total assets during such periods.
Affiliated Transactions
We may be prohibited under the 1940 Act from participating in certain transactions with our affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. We rely on the Order to co-invest with other funds managed by the Adviser or certain affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such Order, we are generally permitted to co-invest with certain of our affiliates if such co-investments are done on the same terms and at the same time, as further detailed in the Order. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings (1) in most instances when we co-invest with our affiliates in an issuer where our affiliate has an existing investment in the issuer, and (2) if we dispose of an asset acquired in a transaction under the Order unless the disposition is done on a pro rata basis. Pursuant to the Order, the Board will oversee our participation in the co-investment program. As required by the Order, we have adopted, and the Board has approved, policies and procedures reasonably designed to ensure compliance with the terms of the Order, and the Adviser and our Chief Compliance Officer will provide reporting to the Board.
License Agreement
We have also entered into a license agreement (the “License Agreement”) with an affiliate of Blue Owl, pursuant to which we were granted a non-exclusive license to use the name “Blue Owl.” Under the License Agreement, we have a right to use the Blue Owl name for so long as the Adviser or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we have no legal right to the “Blue Owl” name or logo.
Employees
We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees of the Adviser or its affiliates, pursuant to the terms of the Investment Advisory Agreement and the Administration Agreement. Each of our executive officers is employed by the Adviser or its affiliates. Our day-to-day investment operations are managed by the Adviser. The services necessary for the origination and administration of our investment portfolio are provided by investment professionals employed by the Adviser or its affiliates. The Investment Team is focused on origination and transaction development and the ongoing monitoring of our investments. In addition, we reimburse the Adviser for the allocable portion of the compensation paid by the Adviser (or its affiliates) to our chief compliance officer and chief financial officer and their respective staffs (based on the percentage of time such individuals devote, on an estimated basis, to our business and affairs and as otherwise set forth in the Administration Agreement). See “— Investment Advisory Agreement” and “— Administration Agreement.”
Sustainability
Our and the Adviser’s sustainability efforts seek to enable positive outcomes for our investors and the communities in which we operate. We believe our Adviser’s sustainability efforts reflect strong leadership and oversight by Blue Owl’s senior management and Blue Owl’s Board and Blue Owl’s commitment to its priority areas.
Additionally, to integrate responsible investing practices firmwide, Blue Owl has a Responsible Investing Working Group (the “RI WG”), a cross-functional group across investment platforms, strategies and relevant business units. The RI WG members are senior representatives of their respective teams and are responsible for coordinating responsible investing-related efforts within their business units, as well as providing insights as it relates to their professional roles. The RI WG is chaired by our Blue Owl’s Chief Operating Officer and activities are managed by the Responsible Investing & ESG team.
Investing Responsibly
We and the Adviser recognize the importance of business relevant ESG issues and opportunities and are committed to the consideration of these factors in relation to our business operations and investment activities to manage risk and identify opportunities. Blue Owl adopted an ESG and responsible investing policy, which applies to all asset classes, industries and countries in which Blue Owl does business and the products it manages.
The Adviser believes that incorporating business relevant ESG factors into its corporate and investment activities has the potential to meaningfully contribute to our value. The Adviser strives to continuously strengthen its ability to mitigate, manage, and monitor relevant ESG risks and opportunities within our investment portfolios. When the Adviser considers potential investments on our behalf, it seeks to address the relevant ESG considerations, risks and potential rewards related to prospective investments. Further, the Adviser has processes designed to ensure compliance with applicable regulatory disclosure requirements, including ESG-related disclosure obligations.
The Adviser believes it is important to consider the multiple ways that climate risk may affect it as an asset manager. Blue Owl has designed an approach to identify, assess and prioritize potential climate-related risks across its operations and investment activity. The Adviser has considered recommendations from the Task Force on Climate-Related Financial Disclosures in the design and implementation of its climate risk management program, including topics related to governance, strategy, risk management and metrics.
Belonging
The Adviser seeks to foster a culture that fuels its ability to deliver results through private markets, attract and retain top talent and build strong partnerships. The Adviser’s values—mutual respect, excellence, constructive dialogue and one team—form the foundation of a culture where its employees are empowered to reach their full potential.
The following initiatives help cultivate connection, opportunity and impact for the Adviser’s employees:
•Employee Resource Groups are open to all employees and aim to create an environment of belonging for all. These groups are employee-initiated and employee-led.
•Blue Owl Celebrates is a series that honors various heritage and affinity months throughout the year by highlighting dynamic guest speakers, small businesses and resources for learning and action.
•Blue Owl partners with industry organizations to offer its employees access to resources, memberships, events, networks and opportunities for professional development, as well as utilizing the organizations’ job boards to recruit candidates.
•Finally, Blue Owl’s suite of benefits includes primary and secondary parental leave, family planning benefits and stipend and flexible work schedules.
Citizenship
Blue Owl takes its role as a corporate citizen seriously and aims to contribute to meaningful causes to support the communities in which it operates and resides. Blue Owl is committed to building a robust citizenship program that is integrated, community-centered, and employee-enriched, including:
•Blue Owl Leads Together, its global employee volunteerism and giving program, allows employees to engage with one another and with the communities in which we live and work; and
•Blue Owl Gives, which advances Blue Owl’s philanthropic mission—unlocking opportunity by powering access to college, to careers, and to capital—through strategic nonprofit partnerships.
Regulation as a Business Development Company
We have elected to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of those affiliates or underwriters and requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act.
In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a Majority of the Outstanding Shares of our common stock.
We are not generally able to issue and sell our common stock at a price below net asset value per share. We may, however, issue and sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if (1) our board of directors determines that such sale is in our best interests and the best interests of our shareholders, and (2) our shareholders have approved our policy and practice of making such sales within the preceding 12 months. In any such case, the price at which our securities are to be issued and sold may not be less than a price which, in the determination of our board of directors, closely approximates the market value of such securities.
A BDC generally is required to meet an asset coverage ratio of the value of total assets to senior securities, which include all of our borrowings and any preferred stock the BDC may issue in the future, of at least 200%. However, certain provisions of the 1940 Act allowed a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. This means that generally, a BDC can borrow up to $1 for every $1 of investor equity or, if certain requirements are met and it reduces its asset coverage ratio, it can borrow up to $2 for every $1 of investor equity. On August 7, 2018, the Adviser, as our sole shareholder, approved a proposal that allows us to reduce our asset coverage ratio to 150%. As a result, effective on August 8, 2018, our asset coverage requirement applicable to senior securities was reduced from 200% to 150%.
We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our board of directors who are not interested persons and, in some cases, prior approval by the SEC.
We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we may, for the purpose of public resale, be deemed an “underwriter” as that term is defined in the Securities Act.
Our intention is to not write (sell) or buy put or call options to manage risks associated with the publicly traded securities of our portfolio companies, except that we may enter into hedging transactions to manage the risks associated with interest rate or currency fluctuations. However, we may purchase or otherwise receive warrants to purchase the common stock of our portfolio companies in connection with acquisition financing or other investments. Similarly, in connection with an acquisition, we may acquire rights to require the issuers of acquired securities or their affiliates to repurchase them under certain circumstances.
We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act and the rules and regulations thereunder. Under these limits we generally cannot acquire more than 3% of the voting stock of any registered investment company, invest more than 5% of the value of our total assets in the securities of one investment company, or invest more than 10% of the value of our total assets in the securities of more than one investment company unless certain conditions are met. If we invest in securities issued by investment companies, if any, it should be noted that such investments might subject our shareholders to additional expenses as they will be indirectly responsible for the costs and expenses of such companies.
None of our investment policies are fundamental, and thus may be changed without shareholder approval.
Qualifying Assets. Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. The principal categories of qualifying assets relevant to our business are any of the following:
(1)Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:
(a)is organized under the laws of, and has its principal place of business in, the United States;
(b)is not an investment company (other than a small business investment company wholly owned by the business development company) or a company that would be an investment company but for certain exclusions under the 1940 Act; and
(c)satisfies any of the following:
(i)does not have any class of securities that is traded on a national securities exchange;
(ii)has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million;
(iii)is controlled by a business development company or a group of companies including a business development company and the business development company has an affiliated person who is a director of the eligible portfolio company; or
(iv)is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.
(2)Securities of any eligible portfolio company controlled by us.
(3)Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.
(4)Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.
(5)Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.
(6)Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.
In addition, a BDC must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.
Control, as defined by the 1940 Act, is presumed to exist where a BDC beneficially owns more than 25% of the outstanding voting securities of the portfolio company, but may exist in other circumstances based on the facts and circumstances.
The regulations defining qualifying assets may change over time. We may adjust our investment focus as needed to comply with and/or take advantage of any regulatory, legislative, administrative or judicial actions.
Managerial Assistance to Portfolio Companies. A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Where the BDC purchases such securities in conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other persons in the group makes available such managerial assistance, although this may not be the sole method by which the BDC satisfies the requirement to make available managerial assistance. Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company through monitoring of portfolio company operations, selective participation in board and management meetings, consulting with and advising a portfolio company’s officers or other organizational or financial guidance.
Temporary Investments. Pending investment in other types of qualifying assets, as described above, our investments can consist of cash, cash equivalents, U.S. government securities or high quality debt securities maturing in one year or less from the time of investment, which are referred to herein, collectively, as temporary investments, so that 70% of our assets would be qualifying assets. We may invest in highly rated commercial paper, U.S. government agency notes, U.S. Treasury bills or in repurchase agreements relating to such securities that are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. Consequently, repurchase agreements are functionally similar to loans. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, the 1940 Act and certain diversification tests in order to qualify as a RIC for federal income tax purposes typically require us to limit the amount we invest with any one counterparty. Accordingly, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. The Adviser will monitor the creditworthiness of the counterparties with which we may enter into repurchase agreement transactions.
Warrants and Options. Under the 1940 Act, a BDC is subject to restrictions on the issuance, terms and amount of warrants, options or rights to purchase shares of capital stock that it may have outstanding at any time. Under the 1940 Act, we may generally only offer warrants provided that (i) the warrants expire by their terms within ten years, (ii) the exercise or conversion price is not less than the current market value at the date of issuance, (iii) shareholders authorize the proposal to issue such warrants, and the Board approves such issuance on the basis that the issuance is in our best interests and the shareholders best interests and (iv) if the warrants are accompanied by other securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed. The 1940 Act also provides that the amount of our voting securities that would result from the exercise of all outstanding warrants, as well as options and rights, at the time of issuance may not exceed 25% of our outstanding voting securities. In particular, the amount of capital stock that would result from the conversion or exercise of all outstanding warrants, options or rights to purchase capital stock cannot exceed 25% of the BDC’s total outstanding shares of capital stock.
Senior Securities; Coverage Ratio. We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if immediately after such borrowing or issuance, the ratio of our total assets (less total liabilities other than indebtedness represented by senior securities) to our total indebtedness represented by senior securities plus preferred stock, if any, is at least 200% (or 150%, if certain requirements are met).
This means that generally, a BDC can borrow up to $1 for every $1 of investor equity or, if certain requirements are met and it reduces its asset coverage ratio, it can borrow up to $2 for every $1 of investor equity. On August 7, 2018, our Adviser, as our sole shareholder, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the Investment Company Act, as amended by the Small Business Credit Availability Act. As a result, effective August 8, 2018, our asset coverage ratio applicable to senior securities was reduced from 200% to 150%.
In addition, while any senior securities remain outstanding, we will be required to make provisions to prohibit any dividend distribution to our shareholders on our capital stock or the repurchase of such capital stock unless we meet the applicable asset coverage ratios at the time of the dividend distribution or repurchase. We will also be permitted to borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes, which borrowings would not be considered senior securities. For a discussion of the risks associated with leverage, see “ITEM 1A. RISK FACTORS — Risks Related to Business Development Companies — Regulations governing our operation as a BDC and RIC affect our ability to raise capital and the way in which we raise additional capital or borrow for investment purposes, which may have a negative effect on our growth. As a BDC, the necessity of raising additional capital may expose us to risks, including risks associated with leverage.”
Codes of Ethics. We and the Adviser have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, respectively, that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the code are permitted to invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. Our code of ethics is available on the EDGAR Database on the SEC’s website at http://www.sec.gov. You may also obtain copies of the code of ethics after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
Affiliated Transactions. We may be prohibited under the 1940 Act from conducting certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. We rely on the Order to co-invest with other funds managed by the Adviser or certain affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, we are generally permitted to co-invest with certain of our affiliates if such co-investments are done on the same terms and at the same time, as further detailed in the Order. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board makes certain findings (1) in most instances when we co-invest with our affiliates in an issuer where our affiliate has an existing investment in the issuer, and (2) if we dispose of an asset acquired in a transaction under the Order unless the disposition is done on a pro rata basis. Pursuant to the Order, the Board will oversee our participation in the co-investment program. As required by the Order, we have adopted, and the Board has approved, policies and procedures reasonably designed to ensure compliance with the terms of the Order, and the Adviser and our Chief Compliance Officer will provide reporting to the Board. The Blue Owl Credit Advisers’ allocation policies seek to ensure equitable allocation of investment opportunities between us and/or other funds managed by the Adviser or its affiliates. As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of other Blue Owl Credit Clients and other Blue Owl clients that avail themselves of the Order. In addition, the Adviser and its affiliates are permitted to allocate an investment to a number of products across platforms that it views as appropriate for the particular investment objectives, strategies and characteristics of such products.
Cancellation of the Investment Advisory Agreement. Under the 1940 Act, the Investment Advisory Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act, by the Adviser. See "Investment Advisory Agreement - Term." The Investment Advisory Agreement may be terminated at any time, without penalty, by us upon not less than 60 days’ written notice to the Adviser and may be terminated at any time, without penalty, by the Adviser upon 60 days’ written notice to us. The holders of a Majority of our Outstanding Shares may also terminate the Investment Advisory Agreement without penalty upon not less than 60 days’ written notice. Unless terminated earlier as described above, the Investment Advisory Agreement will remain in effect for a period of two years from the date it first became effective and will remain in effect from year-to-year thereafter if approved annually by our Board or by the affirmative vote of the holders of a Majority of our Outstanding Shares, and, in either case, if also approved by a majority of our directors who are not “interested persons” as defined in the 1940 Act.
Other. We have adopted an investment policy that complies with the requirements applicable to us as a BDC. We expect to be periodically examined by the SEC for compliance with the 1940 Act, and will be subject to the periodic reporting and related requirements of the Exchange Act.
We are also required to provide and maintain a bond issued by a reputable fidelity insurance company to protect against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to our shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.
We are also required to designate a chief compliance officer and to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation.
We are not permitted to change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a Majority of the Outstanding Shares of our common stock.
We intend to operate as a non-diversified management investment company; however, we are currently and may, from time to time, in the future, be considered a diversified management investment company pursuant to the definitions set forth in the 1940 Act.
Rule 18f-4 under the 1940 Act requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. We currently qualify as a “limited derivatives user” and expect to continue to do so. We have adopted a derivatives policy and comply with the recordkeeping requirements of Rule 18f-4.
Our common stock is listed on the NYSE under the symbol “OTF.” As a listed company on the NYSE, we are subject to various listing standards including corporate governance listing standards. We believe we are in material compliance with these rules.
Certain U.S. Federal Income Tax Considerations
The following discussion is a general summary of certain U.S. federal income tax considerations applicable to us and to an investment in our common stock. This discussion does not purport to be a complete description of the income tax considerations applicable to such an investment. For example, this discussion does not describe tax consequences that we have assumed to be generally known by investors or certain considerations that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including persons who hold our common stock as part of a straddle or a hedging, integrated or constructive sale transaction, persons subject to the alternative minimum tax, tax-exempt organizations, insurance companies, brokers or dealers in securities, pension plans and trusts, persons whose functional currency is not the U.S. dollar, certain former citizens or long-term residents of the United States, regulated investment companies, real estate investment trusts, personal holding companies, persons required to accelerate the recognition of gross income as a result of such income being recognized on an applicable financial statement, persons who acquire an interest in the Company in connection with the performance of services, and financial institutions. Such persons should consult with their own tax advisers as to the U.S. federal income tax consequences of an investment in our common stock, which may differ substantially from those described herein. This discussion assumes that shareholders hold our common stock as capital assets (within the meaning of the Code).
The discussion is based upon the Code, U.S. Department of Treasury (“Treasury”) regulations, and administrative and judicial interpretations, each as of the date of this report and all of which are subject to change at any time, possibly retroactively, which could affect the continuing validity of this discussion and could be applied in a manner that adversely impact shareholders. We have not sought and will not seek any ruling from the IRS regarding any matter discussed herein. Prospective investors should be aware that, although we intend to adopt positions we believe are in accord with current interpretations of the U.S. federal income tax laws, the IRS may not agree with the tax positions taken by us and that, if challenged by the IRS, our tax positions might not be sustained by the courts. This summary does not discuss any aspects of U.S. estate tax, U.S. state or local taxation or non-U.S. taxation. It also does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets.
For purposes of this discussion, a “U.S. Shareholder” is a beneficial owner of our common stock that is for U.S. federal income tax purposes:
•a citizen or individual resident of the United States;
•a corporation (or other entity treated as a corporation) organized in or under the laws of the United States or of any political subdivision thereof;
•a trust that is subject to the supervision of a court within the United States and the control of one or more U.S. persons or that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person; or
•an estate, the income of which is subject to U.S. federal income tax regardless of its source.
A “Non-U.S. Shareholder” is a beneficial owner of our common stock that is neither a U.S. Shareholder nor a partnership for U.S. tax purposes.
If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Any partner of a partnership holding our common stock should consult his, her or its own tax advisers with respect to the U.S. federal income tax consequences of the purchase, ownership and disposition of such shares.
Tax matters are very complicated and the tax consequences to an investor of an investment in our common stock will depend on the facts of his, her or its particular situation. You should consult your own tax adviser regarding the specific tax consequences of the ownership and disposition of shares of our common stock to you, including tax reporting requirements, the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws, eligibility for the benefits of any applicable income tax treaty and the effect of any possible changes in the tax laws.
Taxation as a Regulated Investment Company
We have elected to be treated and intend to qualify each year as a RIC under the Code; however, no assurance can be given that we will be able to maintain our RIC tax treatment. As a RIC, we generally will not be subject to U.S. federal income tax at corporate rates on any ordinary income or capital gains that we timely distribute to our shareholders as dividends. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, in order to obtain RIC tax benefits, we generally must distribute to our shareholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses (the “Annual Distribution Requirement”).
If we qualify as a RIC, and satisfy the Annual Distribution Requirement, then we will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gain that we timely distribute (or are deemed to distribute) to our shareholders as dividends. We will be subject to U.S. federal income tax imposed at corporate rates on any income or capital gains not distributed (or deemed distributed) to our shareholders.
We will be subject to a nondeductible 4% U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (i) 98% of our net ordinary income for each calendar year, (ii) 98.2% of the amount by which our capital gain exceeds our capital loss (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year and (iii) certain undistributed amounts from previous years on which we paid no U.S. federal income tax (the “Excise Tax Distribution Requirement”). While we intend to distribute sufficient income and capital gains to our shareholders in each taxable year in order to avoid imposition of this 4% U.S. federal excise tax, there can be no assurance that we will be successful in avoiding entirely the imposition of this tax.
In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:
•continue to qualify as a BDC under the 1940 Act at all times during each taxable year;
•derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale or other taxable disposition of stock or other securities or foreign currencies, net income derived from an interest in certain “qualified publicly traded partnerships” (as defined in the Code), or other income derived with respect to our business of investing in such stock or securities (the “90% Income Test”); and
•diversify our holdings so that at the end of each quarter of the taxable year:
•at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and
•no more than 25% of the value of our assets is invested in the (i) securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) securities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) securities of one or more “qualified publicly traded partnerships” (collectively, the “Diversification Tests”).
For U.S. federal income tax purposes, we may be required to include in our taxable income certain amounts that we have not yet received in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or issued with warrants), we must include in our taxable income in each taxable year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in our taxable income other amounts that we have not yet received in cash, such as PIK interest and deferred loan origination fees that are paid after origination of the loan. Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to our shareholders in order to satisfy the Annual Distribution Requirement, even though we will not have received the corresponding cash amount.
Although we do not presently expect to do so, we are authorized to borrow funds, to sell assets and to make taxable distributions of our stock and debt securities in order to satisfy the Annual Distribution Requirement. Our ability to dispose of assets to meet our distribution requirements may be limited by (i) the illiquid nature of our portfolio and/or (ii) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Distribution Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous. If we are unable to obtain cash from other sources to satisfy the Annual Distribution Requirement, we may fail to qualify for tax treatment as a RIC and become subject to U.S. federal income tax.
Under the 1940 Act, we are not permitted to make distributions to our shareholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. If we are prohibited from making distributions, we may fail to qualify for tax treatment as a RIC and become subject to U.S. federal income tax.
Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things: (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions; (ii) convert lower taxed long-term capital gain into higher taxed short-term capital gain or ordinary income; (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited); (iv) cause us to recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of securities is deemed to occur; (vi) adversely alter the characterization of certain complex financial transactions; and (vii) generate income that will not be qualifying income for purposes of the 90% Income Test described above. We will monitor our transactions and may make certain tax decisions in order to mitigate the potential adverse effect of these provisions.
A RIC is limited in its ability to deduct expenses in excess of its “investment company taxable income” (which is, generally, ordinary income plus the excess of net short-term capital gains over net long-term capital losses). If our expenses in a given year exceed our investment company taxable income, we would experience a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent years. In addition, expenses can be used only to offset investment company taxable income, not net capital gain. A RIC may not use any net capital losses (that is, realized capital losses in excess of realized capital gains) to offset the RIC’s investment company taxable income, but may carry forward such losses indefinitely, and use them to offset capital gains. Due to these limits on the deductibility of expenses, over the course of one or more taxable years we may have, for U.S. federal income tax purposes, aggregate taxable income that we are required to distribute and that is taxable to our shareholders even if such income is greater than the aggregate net income we actually earned during those years. Such required distributions may be made from our cash assets or by liquidation of investments, if necessary. We may realize gains or losses from such liquidations. In the event we realize net capital gains from such transactions, a shareholder may receive a larger capital gain distribution than it would have received in the absence of such transactions.
Investment income received from sources within foreign countries, or capital gains earned by investing in securities of foreign issuers, may be subject to foreign income taxes withheld at the source. In this regard, withholding tax rates in countries with which the United States does not have a tax treaty may be 35% or more. The United States has entered into tax treaties with many foreign countries that may entitle us to a reduced rate of or exemption from withholding tax on investment income and gains. The effective rate of foreign tax cannot be determined at this time since the amount of our assets to be invested within various countries is not now known. We do not anticipate being eligible for the special election that allows a RIC to treat foreign income taxes paid by such RIC as paid by its stockholders.
If we purchase shares in a “passive foreign investment company,” or PFIC, we may be subject to U.S. federal income tax on any “excess distribution” received on, or any gain from the disposition of such shares. Additional charges in the nature of interest generally will be imposed on us in respect of deferred taxes arising from any such excess distributions or gains. This additional tax and interest may apply even if we make a distribution as a taxable dividend by us to our shareholders in an amount equal to (1) any excess distribution, or (2) the gain from the dispositions of such shares. If we invest in a PFIC and elect to treat the PFIC as a “qualified electing fund”, or QEF, in lieu of the foregoing requirements, we will be required to include in income each year our proportionate share of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed by the QEF. Alternatively, we may be able to elect to mark-to-market at the end of each taxable year our shares in a PFIC; in this case, we will recognize as ordinary income any increase in the value of such shares and as ordinary loss any decrease in such value to the extent that any such decrease does not exceed prior increases included in our income. Under either election, we may be required to recognize income in excess of distributions from PFICs and our proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of the Excise Tax Distribution Requirement. We intend to limit and/or manage our holdings in PFICs to minimize our liability for any taxes and related interest charges.
If we hold more than 10% of the shares in a foreign corporation that is treated as a controlled foreign corporation, or “CFC,” we may be treated as receiving a deemed distribution (taxable as ordinary income) each year from such foreign corporation in an amount equal to our pro rata share of certain of the corporation’s income for the tax year (including both ordinary earnings and capital gains), whether or not the corporation makes an actual distribution during such year. In general, a foreign corporation will be classified as a CFC if more than 50% of the shares of the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. Shareholders. A “U.S. Shareholder,” for this purpose, is any U.S. person that possesses (actually or constructively) 10% or more of the combined voting power of all classes of shares of a corporation or 10% or more of the total value of all classes of shares of a corporation. If we are treated as receiving a deemed distribution from a CFC, we will be required to include such distribution in our investment company taxable income regardless of whether we receive any actual distributions from such CFC, and such income will be subject to the Annual Distribution Requirement and will be taken into account for purposes of the Excise Tax Distribution Requirement
Income inclusions from a QEF or a CFC will be “good income” for purposes of the 90% Income Test provided that they are derived in connection with our business of investing in stocks and securities or the QEF or the CFC distributes such income to us in the same taxable year to which the income is included in our income.
Foreign exchange gains and losses realized by us in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Code provisions that generally treat such gains and losses as ordinary income and losses and may affect the amount, timing and character of distributions to our stockholders. Any such transactions that are not directly related to our investment in securities (possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future Treasury regulations, produce income not among the types of “qualifying income” from which a RIC must derive at least 90% of its annual gross income.
In accordance with certain applicable Treasury regulations and guidance published by the IRS, a RIC that is publicly offered may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution. If too many stockholders elect to receive cash, the cash available for distribution must be allocated among stockholders electing to receive cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive less than the lesser of (a) the portion of the distribution such stockholder elected to receive in cash, or (b) an amount equal to his or her entire distribution times the percentage limitation on cash available for distribution. If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock. We have no current intention of paying dividends in shares of our stock in accordance with these Treasury regulations or published guidance.
If we fail to qualify for treatment as a RIC, and certain relief provisions are not applicable, we will be subject to U.S. federal income tax on all of our taxable income (including our net capital gains) imposed at regular corporate rates. We would not be able to deduct distributions to our shareholders, nor would they be required to be made. Distributions, including distributions of net long-term capital gain, would generally be taxable to our shareholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject to certain holding period and other limitations under the Code, our corporate shareholders would be eligible to claim a dividend received deduction with respect to such dividend and our non-corporate shareholders would generally be able to treat such dividends as “qualified dividend income,” which is subject to reduced rates of U.S. federal income tax. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the shareholder’s adjusted tax basis, and any remaining distributions would be treated as a capital gain. In order to requalify as a RIC, in addition to the other requirements discussed above, we would be required to distribute all of our previously undistributed earnings attributable to the period we failed to qualify as a RIC by the end of the first year that we intend to requalify as a RIC. If we fail to requalify as a RIC for a period greater than two taxable years, we may be subject to U.S. federal income tax at regular corporate rates on any net built-in gains with respect to certain of our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had been liquidated) that we elect to recognize on requalification or when recognized over the next five years.
Proxy Voting Policies and Procedures
We have delegated our proxy voting responsibility to the Adviser. The Proxy Voting Policies and Procedures of the Adviser are described below. The guidelines are reviewed periodically by the Adviser and our non-interested directors, and, accordingly, are subject to change.
As an investment adviser registered under the Advisers Act, the Adviser has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, the Adviser recognizes that it must vote client securities in a timely manner free of conflicts of interest and in the best interests of its clients. These policies and procedures for voting proxies for the Adviser’s investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.
Proxy Policies
The Adviser will seek to vote all proxies relating to our portfolio securities in the best interest of our shareholders. The Adviser reviews on a case-by-case basis each proposal submitted to a shareholder vote to determine its impact on the portfolio securities held by the Company. Although the Adviser will generally vote against proposals that may have a negative impact on its clients’ portfolio securities, the Adviser may vote for such a proposal if there exists compelling long-term reasons to do so.
The Adviser’s proxy voting decisions are made by senior officers who are responsible for monitoring each of our investments. To ensure that the Adviser’s vote is not the product of a conflict of interest, the Adviser requires that: (i) anyone involved in the decision making process disclose to the Adviser’s chief compliance officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved in the decision-making process or vote administration are prohibited from revealing how the Adviser intends to vote on a proposal in order to reduce any attempted influence from interested parties.
Proxy Voting Records
You may obtain information about how the Adviser voted proxies by making a written request for proxy voting information to: Blue Owl Technology Finance Corp., Attention: Investor Relations, 399 Park Avenue, 37th Floor, New York, NY 10022, or by calling Blue Owl Technology Finance Corp. at (212) 419-3000.
Privacy Policy
We are committed to maintaining the confidentiality, integrity and security of non-public personal information relating to investors. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.
Generally, we do not collect any non-public personal information other than certain biographical information which is used only so that we can service your account, send you annual reports, proxy statements, and other information required by law. With regard to this information, we maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of our investors.
We may share information that we collect regarding an investor with certain of our service providers for legitimate business purposes, for example, in order to process trades or mail information to investors. In addition, we may disclose information that we collect regarding an investor as required by law or in connection with regulatory or law enforcement inquiries.
Reporting Obligations
We will furnish our shareholders with annual reports containing audited financial statements, quarterly reports, and such other periodic reports as we determine to be appropriate or as may be required by law.
We make available free of charge on our website (https://www.blueowltechnologyfinance.com/) our annual reports on Form 10-K, quarterly reports on Form 10-Q and our current reports on Form 8-K, and amendments to these reports. The SEC also maintains a website (www.sec.gov) that contains such information. The reference to our website is an inactive textual reference only and the information contained on our website is not a part of this Form 10-K.
Item 1A. Risk Factors
Investing in our securities involves a number of significant risks. You should consider carefully the following information before making an investment in our securities. The risks below are not the only risks we face. Additional risks and uncertainties not
presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected.
The following is a summary of the principal risks that you should carefully consider before investing in our securities.
We are subject to risks related to macroeconomic factors.
•Difficult market and geopolitical conditions could have a significant adverse effect on our business, financial condition and results of operations.
•Capital markets disruption and economic uncertainty could have a material adverse effect on our business, financial condition or results of operations.
•Future increases in inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.
•Fluctuations in interest rates could have a material adverse effect on our business and that of our portfolio companies.
We are subject to risks related to our business and operations.
•The lack of liquidity in our investments may adversely affect our business.
•We borrow money, which magnifies the potential for gain or loss and may increase the risk of investing in us.
•Defaults and provisions under our current borrowings or any future borrowing facility or notes may adversely affect our business, financial condition, results of operations and cash flows.
•If we are unable to obtain additional debt financing, or if our borrowing capacity is materially reduced, our business could be materially adversely affected.
•Our ability to achieve our investment objective depends on our Adviser’s ability to manage and support our investment process. If our Adviser were to lose a significant number of its key professionals, or terminate the Investment Advisory Agreement, our ability to achieve our investment objective could be significantly harmed.
•Our ability to achieve our investment objective also depends to a significant extent upon Blue Owl’s relationships with corporations, financial institutions and investment firms, the inability of Blue Owl to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
•We may face increasing competition for investment opportunities, which could delay further deployment of our capital, reduce returns and result in losses.
•Our investment portfolio is recorded at fair value as determined in good faith by our Adviser in accordance with procedures approved by our Board and, as a result, there is and will be uncertainty as to the value of our portfolio investments.
•We have adopted a policy to invest, under normal circumstances, at least 80% of the value of our assets in technology-related companies.
•Our Board may change our operating policies and strategies without prior notice or shareholder approval, the effects of which may be adverse to our shareholders.
•Cybersecurity risks and cyber data security incidents could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and confidential information in our possession and damage to our business relationships.
•Use of AI technologies by us could lead to the exposure of our data or other adverse effects and increase competitive, operational, legal, and regulatory risks in ways that we cannot predict.
•We are subject to risks in using custodians, counterparties, administrators and other agents.
We are subject to risks related to our Adviser and its affiliates.
•Our Adviser and its affiliates, including our officers and some of our directors, may face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in increased risk-taking or speculative investments, or cause our Adviser to use substantial leverage.
•The time and resources that individuals associated with our Adviser devote to us may be diverted, and we may face additional competition due to, among other things, the fact that neither our Adviser nor its affiliates is prohibited from raising money for or managing another entity that makes the same types of investments that we target.
•Our Adviser and its affiliates may face conflicts of interest with respect to services performed for their respective other accounts and clients or issuers in which we may invest.
•We may be obligated to pay our Adviser incentive fees even if we incur a net loss due to a decline in the value of our portfolio and even if our earned interest income is not payable in cash.
•Our ability to enter into transactions with our affiliates is restricted.
We are subject to risks related to business development companies.
•The requirement that we invest a sufficient portion of our assets in qualifying assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in qualifying assets could result in our failure to maintain our status as a BDC.
•Regulations governing our operation as a BDC and RIC affect our ability to raise capital and the way in which we raise additional capital or borrow for investment purposes, which may have a negative effect on our growth. As a BDC, the necessity of raising additional capital may expose us to risks, including risks associated with leverage.
We are subject to risks related to our investments.
•Our investments in portfolio companies may be risky, and we could lose all or part of our investments.
•We have invested and may continue to invest through joint ventures, partnerships and other special purpose vehicles and our investments through these vehicles may entail greater risks, or risks that we otherwise would not incur, if we otherwise made such investments directly.
•Defaults by our portfolio companies could jeopardize a portfolio company’s ability to meet its obligations under the debt or equity investments that we hold which could harm our operating results.
•Subordinated liens on collateral securing debt investments that we may make to portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.
•We generally will not control the business operations of our portfolio companies and, due to the illiquid nature of our holdings in our portfolio companies, we may not be able to dispose of our interests in our portfolio companies.
•We and our portfolio companies are, and will continue to be, exposed to risks associated with changes in interest rates.
•International investments create additional risks.
•Our investment strategy focuses on technology companies, which are subject to many risks, including volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs and periodic downturns, and an investor could lose all or part of its investment.
We are subject to risks related to an investment in our common stock.
•The market value of our common stock may fluctuate significantly.
•The amount of any distributions we may make on our common stock is uncertain. We may not be able to pay distributions to shareholders, or be able to sustain distributions at any particular level, and our distributions per share, if any, may not grow over time, and our distributions per share may be reduced. We have not established any limits on the extent to which we may use borrowings, if any, and we may use sources other than from cash flows from operations to fund distributions (which may reduce the amount of capital we ultimately invest in portfolio companies).
We are subject to risks related to an investment in our unsecured notes.
•Our unsecured notes are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future.
•Our unsecured notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
•A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or our notes, if any, or change in the debt markets, could cause the liquidity or market value of our unsecured notes to decline significantly.
We are subject to risks related to U.S. federal income tax.
•We cannot predict how new tax legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.
•We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain our tax treatment as a RIC under Subchapter M of the Code.
•We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.
We are subject to general risks.
•Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.
•Heightened scrutiny of the financial services industry by regulators may materially and adversely affect our business.
Macroeconomic Factors
Difficult market and geopolitical conditions could have a significant adverse effect on our business, financial condition and results of operations.
Our business, financial conditions and results of operations may be affected by conditions and trends in the global financial markets and the global economic and political climate relating to, among other things, fluctuations in interest rates, the availability and cost of credit, future increases in inflation, economic uncertainty, changes in laws (including laws and regulations relating to our taxation, taxation of our clients and applicable to alternative asset managers), trade policies, commodity prices, tariffs (including retaliatory tariffs), currency exchange rates and controls, political elections and administration transitions, and national and international political events (including contract terminations or funding pauses, government agency closures, prolonged government shutdowns, wars and other forms of conflict, terrorist acts, and security operations), work stoppages, labor shortages and labor disputes, supply chain disruptions and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health pandemics.
Changes in trade policies, including the imposition of new tariffs or increases in existing tariffs between the United States, Mexico, Canada, China or other countries, or reactionary measures in response thereto including retaliatory tariffs, legal challenges, or currency manipulation, could adversely affect the market conditions in which we operate. These factors are outside of our control and may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition.
We monitor developments and seek to manage our investments in a manner consistent with achieving our investment objective, but there can be no assurance that we will be successful in doing so.
Global financial markets have experienced heightened volatility in recent periods, including as a result of economic and political events in or affecting the world’s major economies, such as the ongoing wars and conflicts between Russia and Ukraine, as well as continued political and social unrest in Venezuela, the Middle East and regions of North Africa. Concerns over economic recession, future increases in inflation, interest rate volatility, fluctuations in oil and gas prices resulting from global production and demand levels and geopolitical tension, have exacerbated market volatility. Market volatility has been further exacerbated by social unrest, changes regarding immigration and work permit policies and other political and security concerns both in the United States and across various international regions. Due to interrelationships within the global financial markets, our business may be adversely affected by such issues both within and outside of the directly affected regions.
During periods of difficult market conditions or slowdowns, which may be across one or more industries, sectors or geographies, the companies in which we invest may experience decreased revenues, financial losses, credit rating downgrades, difficulty in obtaining access to financing and increased funding costs. During such periods, those companies may also have difficulty in pursuing growth strategies, expanding their businesses and operations and be unable to meet their debt service obligations or other expenses as they become due, including obligations and expenses payable us. Negative financial results in our portfolio companies could have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market value of our common shares and/or debt securities to decline.
Capital markets disruption and economic uncertainty could have a material adverse effect on our business, financial condition or results of operations.
In recent years, the U.S. corporate debt markets have been impacted by inflation. Uncertain market conditions caused by increased inflation or other conditions may make it difficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms and conditions than what we currently experience, including being in an elevated interest rate environment. If we are unable to raise or refinance debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies. An inability to extend the maturity of, or refinance, our existing indebtedness or obtain new indebtedness could have a material adverse effect on our business, financial condition or results of operations.
Significant disruption or volatility in the capital markets may also have a negative effect on the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity). Significant disruption or volatility in the capital markets may also affect the pace of our investment activity and the potential for liquidity events involving our investments. Thus, the illiquidity of our investments may make it difficult for us to sell such investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital could have a material adverse effect on our business, financial condition or results of operations and cause our net asset value to decline. In addition, unfavorable economic conditions may require us to modify the payment terms of our investments, including changes in “payment in kind” or “PIK” interest provisions and/or cash interest rates, and also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us on terms we deem acceptable.
Future increases in inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.
Certain of our portfolio companies operate in industries that have been, or may be, impacted by inflation. Ongoing inflationary pressures have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and our portfolio companies’ operations. If such portfolio companies are unable to pass any increases in the costs of their operations along to their customers, it could adversely affect their operating results. Such conditions would increase the risk of default on their obligations as a borrower. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations. Any decreases in the fair value of our investments could result in future realized or unrealized losses.
Fluctuations in interest rates could have a material adverse effect on our business and that of our portfolio companies.
Fluctuations in interest rates could have a dampening effect on overall economic activity, the financial condition of our portfolio companies and the financial condition of the end customers who ultimately create demand for the capital we supply, all of which could negatively affect our business, financial condition or results of operations. In addition, lower interest rates may increase prepayment risk for our portfolio company investments with higher interest rates.
The Federal Reserve decreased the federal funds rate three times in 2025. Although the Federal Reserve has signaled the potential for additional federal funds rate cuts, there remains uncertainty around the rate and timing of decreases. Uncertainty surrounding future Federal Reserve actions may have a material effect on our business making it particularly difficult for us to obtain financing at attractive rates, impacting our ability to execute on our growth strategies or future acquisitions.
Risks Related to Our Business
The lack of liquidity in our investments may adversely affect our business.
We may acquire a significant percentage of our investments from privately held companies in directly negotiated transactions. Substantially all of these investments are subject to legal and other restrictions on resale or are otherwise less liquid than exchange-listed securities or other securities for which there is an active trading market.
We typically would be unable to exit these investments unless and until the portfolio company has a liquidity event such as a sale, refinancing, or initial public offering.
The illiquidity of our investments may make it difficult or impossible for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments, which could have a material adverse effect on our business, financial condition and results of operations.
Moreover, investments purchased by us that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer, market events, economic conditions or investor perceptions.
We borrow money, which magnifies the potential for gain or loss and may increase the risk of investing in us.
The use of borrowings, also known as leverage, increases the volatility of investments by magnifying the potential for gain or loss on invested equity capital. We currently borrow under our credit facilities and have issued or assumed other senior securities, and in the future may borrow from, or issue additional senior securities to, banks, insurance companies, funds, institutional investors and other lenders and investors. Holders of these senior securities have fixed-dollar claims on our assets that are superior to the claims of our shareholders. If the value of our assets decreases, leverage would cause our net asset value to decline more sharply than it otherwise would have if we did not employ leverage. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to service our debt or make distributions to our shareholders. In addition, our shareholders will bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the base management or incentive fees payable to our Adviser attributable to the increase in assets purchased using leverage. There can be no assurance that a leveraging strategy will be successful.
Our ability to service any borrowings that we incur will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. Moreover, the management fee will be payable based on our average gross assets excluding cash and cash equivalents but including assets purchased with borrowed amounts, which may give our Adviser an incentive to use leverage to make additional investments. See “—Our Adviser and its affiliates, including our officers and some of our directors, may face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in increased risk-taking or speculative investments, or cause our Adviser to use substantial leverage.” The amount of leverage that we employ will depend on our Adviser’s and our Board’s assessment of market and other factors at the time of any proposed borrowing. We cannot assure you that we will be able to obtain credit at all or on terms acceptable to us, which could affect our return on capital. However, to the extent that we use leverage to finance our assets, our financing costs will reduce cash available for distributions to shareholders. Moreover, we may not be able to meet our financing obligations and, to the extent that we cannot, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations. In such an event, we may be forced to sell assets at significantly depressed prices due to market conditions or otherwise, which may result in losses.
In addition to having fixed-dollar claims on our assets that are superior to the claims of our common shareholders, obligations to lenders may be secured by a first priority security interest in our portfolio of investments and cash.
As a BDC, generally, the ratio of our total assets (less total liabilities other than indebtedness represented by senior securities) to our total indebtedness represented by senior securities plus any preferred stock, if any, must be at least 200%; however, the Small Business Credit Availability Act has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. On August 7, 2018, our Adviser, as our sole initial shareholder, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act. As a result, effective August 8, 2018, our asset coverage ratio applicable to senior securities was reduced from 200% to 150%, and the risks associated with an investment in us may increase. If this ratio declines below 150%, we cannot incur additional debt and could be required to sell a portion of our investments to repay some indebtedness when it may be disadvantageous to do so.
This could have a material adverse effect on our operations, and we may not be able to service our debt or make distributions.
The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns on our portfolio, net of expenses. Leverage generally magnifies the return of shareholders when the portfolio return is positive and magnifies their losses when the portfolio return is negative. The calculations in the table below are hypothetical, and actual returns may be higher or lower than those appearing in the table below.
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Assumed Return on Our Portfolio (Net of Expenses) |
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-10% |
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-5% |
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0% |
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5% |
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10% |
Corresponding return to common shareholder(1) |
-23.1 % |
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-13.9 % |
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-4.8 % |
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4.4 % |
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13.5 % |
(1)Assumes, as of December 31, 2025, (i) $14.7 billion in total assets, (ii) $6.3 billion in outstanding indebtedness, (iii) $8.0 billion in net assets and (iv) weighted average interest rate, excluding fees (such as fees on undrawn amounts and amortization of financing costs) of 6.0%.
See “ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Financial Condition, Liquidity and Capital Resources” for more information regarding our borrowings.
Defaults and provisions under our current borrowings or any future borrowing facility or notes may adversely affect our business, financial condition, results of operations and cash flows.
Our borrowings may include customary covenants, including certain limitations on our incurrence of additional indebtedness and on our ability to make distributions to our shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default. In the event we default under the terms of our current or future borrowings, our business could be adversely affected as we may be forced to sell a portion of our investments quickly and prematurely at what may be disadvantageous prices to us in order to meet our outstanding payment obligations and/or support working capital requirements under the terms of our current or future borrowings, any of which would have a material adverse effect on our business, financial condition, results of operations and cash flows. An event of default under the terms of our current or any future borrowings could result in an accelerated maturity date for all amounts outstanding thereunder, and in some instances, lead to a cross-default under other borrowings. This could reduce our liquidity and cash flow and impair our ability to grow our business.
Collectively, substantially all of our assets are currently pledged as collateral under our credit facilities. If we were to default on our obligations under the terms of our credit facilities or any future secured debt instrument the agent for the applicable creditors would be able to assume control of the disposition of any or all of our assets securing such debt, including the selection of such assets to be disposed and the timing of such disposition, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.
Any security interests and/or negative covenants required by a credit facility we enter into or notes we issue may limit our ability to create liens on assets to secure additional debt and may make it difficult for us to restructure or refinance indebtedness at or prior to maturity or obtain additional debt or equity financing.
A credit facility may be backed by all or a portion of our loans and securities on which the lenders will have a security interest. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instrument we enter into with lenders. If we were to default under the terms of any debt instrument, the agent for the applicable lenders would be able to assume control of the timing of disposition of any or all of our assets securing such debt, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, if our borrowing base under a credit facility were to decrease, we may be required to secure additional assets in an amount sufficient to cure any borrowing base deficiency. In the event that all of our assets are secured at the time of such a borrowing base deficiency, we could be required to repay advances under a credit facility or make deposits to a collection account, either of which could have a material adverse impact on our ability to fund future investments and to make distributions.
In addition, we may be subject to limitations as to how borrowed funds may be used, which may include restrictions on geographic and industry concentrations, loan size, payment frequency and status, average life, collateral interests and investment ratings, as well as regulatory restrictions on leverage which may affect the amount of funding that may be obtained. There may also be certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, a violation of which could limit further advances and, in some cases, result in an event of default.
Under the terms of the Revolving Credit Facility, we have agreed not to incur any additional secured indebtedness other than in certain limited circumstances in which the incurrence is permitted under the Revolving Credit Facility. In addition, if our borrowing base under the Revolving Credit Facility were to decrease, we would be required to secure additional assets or repay advances under the Revolving Credit Facility which could have a material adverse impact on our ability to fund future investments and to make distributions.
In addition, under the terms of our credit facilities, we are subject to limitations as to how borrowed funds may be used, as well as regulatory restrictions on leverage which may affect the amount of funding that we may obtain. There may also be certain requirements relating to portfolio performance, a violation of which could limit further advances and, in some cases, result in an event of default. This could reduce our liquidity and cash flow and impair our ability to grow our business.
If we are unable to obtain additional debt financing, or if our borrowing capacity is materially reduced, our business could be materially adversely affected.
We may want to obtain additional debt financing, or need to do so upon maturity of our credit facilities, in order to obtain funds which may be made available for investments. Our credit facilities, notes and CLOs currently expire between June 2026 and January 2039. If we are unable to increase, renew or replace any such facilities and enter into new debt financing facilities or other debt financing on commercially reasonable terms, our liquidity may be reduced significantly. In addition, if we are unable to repay amounts outstanding under any such facilities and are declared in default or are unable to renew or refinance these facilities, we may not be able to make new investments or operate our business in the normal course. These situations may arise due to circumstances that we may be unable to control, such as lack of access to the credit markets, a severe decline in the value of the U.S. dollar, an economic downturn or an operational problem that affects us or third parties, and could materially damage our business operations, results of operations and financial condition. See “Capital markets disruption and economic uncertainty could have a material adverse effect on our business, financial condition or results of operations.”
Our ability to achieve our investment objective depends on our Adviser’s ability to manage and support our investment process. If our Adviser were to lose a significant number of its key professionals, or terminate the Investment Advisory Agreement, our ability to achieve our investment objective could be significantly harmed.
We do not have any employees. Additionally, we have no internal management capacity other than our appointed executive officers and will be dependent upon the investment expertise, skill and network of business contacts of our Adviser to achieve our investment objective. Our Adviser evaluates, negotiates, executes, monitors, and services our investments. Our success depends to a significant extent on the continued service and coordination of our Adviser, including its key professionals. The departure of a significant number of key professionals from our Adviser could have a material adverse effect on our ability to achieve our investment objective.
Our ability to achieve our investment objective also depends on the ability of our Adviser to identify, analyze, invest in, finance, and monitor companies that meet our investment criteria. Our Adviser’s capabilities in structuring the investment process, and providing competent, attentive and efficient services to us depend on the involvement of investment professionals of adequate number and sophistication to match the corresponding flow of transactions. Any failure to find, hire, train, supervise and manage new investment professionals could have a material adverse effect on our business, financial condition and results of operations.
In addition, the Investment Advisory Agreement has a termination provision that allows the agreement to be terminated by us on 60 days’ notice without penalty by the vote of a Majority of the Outstanding Shares of our common stock or by the vote of our independent directors and generally may be terminated at any time, without penalty, by our Adviser upon 60 days' notice to us. Furthermore, the Investment Advisory Agreement automatically terminates in the event of its assignment, as defined in the 1940 Act, by the Adviser. If the Adviser resigns or is terminated, or if we do not obtain the requisite approvals of shareholders and our Board to approve an agreement with the Adviser after an assignment, we may not be able to find a new investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms prior to the termination of the Investment Advisory Agreement, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption and costs under any new agreements that we enter into could increase. Our financial condition, business and results of operations, as well as our ability to meet our payment obligations under our indebtedness and pay distributions, are likely to be adversely affected, and the value of our common stock may decline.
Our ability to achieve our investment objective also depends to a significant extent upon Blue Owl’s relationships with corporations, financial institutions and investment firms, the inability of Blue Owl to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
Blue Owl depends on its relationships with corporations, financial institutions and investment firms, and we rely to a significant extent upon these relationships to provide us with potential investment opportunities. The investment management business is intensely competitive, with competition based on a variety of factors, including investment performance, business relationships, quality of service provided to clients, fund investor liquidity, fund terms (including fees and economic sharing arrangements), brand recognition and business reputation. If Blue Owl fails to maintain its reputation it may not be able to maintain its existing relationships or develop new relationships or sources of investment opportunities, and we may not be able to grow our investment portfolio.
In addition, there is no assurance that such relationships will generate investment opportunities for us.
Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail.
We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation insurance limits. If a depository institution fails to return these deposits or is otherwise subject to adverse conditions in the financial or credit markets, our access to invested cash or cash equivalents could be limited which adversely impact our results of operations or financial condition.
We may face increasing competition for investment opportunities, which could delay further deployment of our capital, reduce returns and result in losses.
We may compete for investments with other BDCs and investment funds (including registered investment companies, private equity funds and mezzanine funds), including the other Blue Owl Clients or other funds managed by our Adviser or its affiliates comprising Blue Owl’s Credit platform (including Blue Owl’s alternative credit products), the private funds managed by Blue Owl’s GP Strategic Capital platform, the funds and accounts managed by Blue Owl’s Real Assets platform, as well as traditional financial services companies such as commercial banks and other sources of funding. Moreover, alternative investment vehicles, such as hedge funds, continue to increase their investment focus in our target market of privately owned U.S. companies. We may experience increased competition from banks and investment vehicles who may continue to lend to the middle market. Additionally, the U.S. Federal Reserve and other bank regulators may periodically provide incentives to U.S. commercial banks to originate more loans to U.S. middle-market private companies. As a result of these market participants and regulatory incentives, competition for investment opportunities in privately owned U.S. companies is strong and may intensify. Many of our competitors are substantially larger and have considerably greater financial, technical, and marketing resources than we do. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some competitors may have higher risk tolerances or different risk assessments than us. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do.
Numerous factors increase our competitive risks, including, but not limited to:
•Some of our competitors may have or are perceived to have more expertise or financial, technical, marketing and other resources and more personnel than we do;
•We may not perform as well as competitors’ funds or other available investment products;
•Some of our competitors have raised significant amounts of capital, and many of them have similar investment objectives to ours, which may create additional competition for investment opportunities;
•Some of our competitors may have lower fees or alternative fee arrangements;
•Some of our competitors may have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us;
•Some of our competitors may have higher risk tolerances, different risk assessments or lower return thresholds than us, which could allow them to consider a wider variety of investments and to bid more aggressively than us or to agree to less restrictive legal terms and protections for investments that we want to make; and
•Some of our competitors may be subject to less regulation or fewer conflicts of interest and, accordingly, may have more flexibility to undertake and execute certain businesses or investments than we do, bear less compliance expense than we do or be viewed differently in the marketplace.
We may lose investment opportunities if we do not match our competitors’ pricing, terms, and investment structure criteria. If we are forced to match these competitors’ investment terms criteria, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. A significant increase in the number and/or the size of our competitors in our target market could force us to accept less attractive investment terms. Furthermore, many competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or the source of income, asset diversification and distribution requirements we must satisfy to maintain our RIC tax treatment. The competitive pressures we face, and the manner in which we react or adjust to competitive pressures, may have a material adverse effect on our business, financial condition, results of operations, effective yield on investments, investment returns, leverage ratio, and cash flows. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time.
Also, we may not be able to identify and make investments that are consistent with our investment objective.
Our investment portfolio is recorded at fair value as determined in good faith by our Adviser in accordance with procedures approved by our Board and, as a result, there is and will be uncertainty as to the value of our portfolio investments.
Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined in accordance with procedures established by our Adviser and approved by our Board. There is not a public market or active secondary market for many of the types of investments in privately held companies that we hold and intend to make. Our investments may not be publicly traded or actively traded on a secondary market but, instead, may be traded on a privately negotiated over-the-counter secondary market for institutional investors, if at all. As a result, we will value these investments quarterly at fair value as determined in good faith in accordance with valuation policy and procedures approved by our Board.
The determination of fair value, and thus the amount of unrealized appreciation or depreciation we may recognize in any reporting period, is to a degree subjective, and our Adviser has a conflict of interest in determining fair value. We will value our investments quarterly at fair value as determined in good faith by our Adviser, based on, among other things, input of our Audit Committee and independent third-party valuation firm(s) engaged at the direction of our Adviser. The types of factors that may be considered in determining the fair values of our investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flow, current market interest rates and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, the valuations may fluctuate significantly over short periods of time due to changes in current market conditions. The determinations of fair value in accordance with procedures approved by our Board may differ materially from the values that would have been used if an active market and market quotations existed for such investments. Our net asset value could be adversely affected if the determinations regarding the fair value of the investments were materially higher than the values that we ultimately realize upon the disposal of such investments.
We have adopted a policy to invest, under normal circumstances, at least 80% of the value of our assets in technology-related companies.
We have adopted a policy to invest, under normal circumstances, at least 80% of the value of our assets in technology-related companies. Other than with respect to this policy, which may only be changed with 60 days’ prior notice to our shareholders, the Board has the authority to modify or waive current operating policies, investment criteria and strategies without prior notice and without shareholder approval. We cannot predict the effect any changes to current operating policies, investment criteria and strategies would have on our business, net asset value, operating results and the value of our securities. However, the effects might be adverse, which could negatively impact our ability to pay you distributions and cause you to lose all or part of your investment.
Any unrealized depreciation we experience on our portfolio may be an indication of future realized losses, which could reduce our income available for distribution.
As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at the fair value as determined in good faith in accordance with procedures approved by our Board. Decreases in the market values or fair values of our investments relative to amortized cost will be recorded as unrealized depreciation. Any unrealized losses in our portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected loans. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods. In addition, decreases in the market value or fair value of our investments will reduce our net asset value. See “ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Critical Accounting Policies — Investments at Fair Value.”
We are not limited with respect to the portion of our assets that may be invested in a single issuer.
Beyond the asset diversification requirements associated with our qualification as a RIC for U.S. federal income tax purposes, we do not have fixed guidelines for diversification. We have adopted a policy to invest, under normal circumstances, at least 80% of the value of our assets in technology-related companies. To the extent that we hold large positions in a small number of issuers, or within a particular industry, our net asset value may fluctuate as a result of changes in the issuer’s financial condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence or a downturn in particular industry in which we may invest significantly than a diversified investment company otherwise would be.
Cybersecurity risks and cyber data security incidents could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and confidential information in our possession and damage to our business relationships.
There has been an increase in the frequency and sophistication of the cyber and security threats we face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target us because, as an alternative asset management firm, we hold confidential and other price sensitive information about existing and potential investments. Malicious cyber activity involving ransomware, extortion, business email compromise, social engineering and other security threats could originate from a wide variety of sources, including cyber criminals, nation state hackers, hacktivists and other outside parties.
Additionally, cyber-attacks and other security threats have become increasingly complex as a result of the emergence of new AI technologies, which are able to identify and target new vulnerabilities in information technology systems. As a result, we may face a heightened risk of a security breach or disruption with respect to confidential information resulting from an attack by computer hackers, foreign governments or cyber terrorists.
The efficient operation of our business is dependent on computer hardware and software systems, as well as data processing systems and the secure processing, storage and transmission of information, which, despite implementation of a variety of security measures, are vulnerable to security breaches and cyber-attacks. A cyber-attack is considered to be an intentional attack or an unintentional event or series of events and involves gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption or otherwise compromising the confidentiality, integrity or availability of our systems or infrastructure. Some factors that could create a heightened risk of a cyber incident include the use of remote work tools and/or third-party service providers, including cloud-based service providers. In addition, we may be the target of social engineering, fraudulent emails or other targeted attempts to gain unauthorized access to proprietary or sensitive information. In addition to cyber-related threats, our and our affiliates’ information systems and those of our third-party service providers may be subject to failures or interruptions arising from other causes beyond our control, including sudden electrical or telecommunications outages, natural disasters such as earthquakes, tornadoes or hurricanes, disease pandemics, social unrest and geopolitical events including wars and acts of terrorism. Any such events could materially disrupt our operations and adversely affect our business and financial results. The result of any cyber-attack may include disrupted operations, including in our, our affiliates’, our investors’, our counterparties’, or third parties’ operations, misstated or unreliable financial data, fraudulent transfers or requests for transfers of money, liability for stolen or improperly accessed assets or information (including personal information), increased cybersecurity protection and insurance costs, litigation or damage to our business relationships and reputation, in each case causing our business and results of operations to suffer.
The rapid evolution and increased availability of artificial intelligence and machine learning technologies (collectively, “AI technologies”) may also intensify cybersecurity risks by making such attacks and other cybersecurity incidents more difficult to detect, contain, and mitigate. For example, threat actors could impersonate Blue Owl or its employees, including through the use of AI technologies. Such technologies make such impersonation more likely to occur or appear more credible.
As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by third-party service providers, including increased risks resulting from remote work. We cannot guarantee that third parties and infrastructure in our networks or our partners’ networks have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems or the third-party information technology systems that support our services. Our ability to monitor these third parties’ information security practices is limited, and they may not have adequate information security measures in place. Outages of and interruptions to third-party software vendors’ services, including as a result of the termination of an agreement with a third-party service provider, have previously resulted in and could in the future result in temporary disruptions to our and our affiliates’ normal operations. We have implemented processes, procedures and internal controls designed to mitigate cybersecurity risks and cyber intrusions and rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures, as well as our increased awareness of the nature and extent of a risk of a cyber-attack, do not guarantee that a cyber-attack will not occur or that our financial results, operations or confidential information will not be negatively impacted by such an incident, especially because the cyber-attack techniques change frequently or are not recognized until launched and because cyber-attacks can originate from a wide variety of sources.
Cybersecurity risks are exacerbated by the rapidly increasing volume of highly sensitive data, including our proprietary business information and intellectual property, personally identifiable information of our clients and others and other sensitive information that we collect and store in our data centers, on our cloud environments and on our networks. Our products may also invest in strategic assets having a national or regional profile or in infrastructure assets, the nature of which could expose them to a greater risk of being subject to a terrorist attack or security breach than other assets or businesses. The secure processing, maintenance and transmission of this information are critical to our operations. A significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of personally identifiable, proprietary business data or other sensitive information, by third parties, as a result of the negligence or malfeasance of third party service providers that have access to such confidential information or otherwise, non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data could result in significant remediation and other costs, fines, litigation or regulatory actions against us and significant reputational harm, any of which could harm our business and results of operations.
Use of AI technologies by us could lead to the exposure of our data or other adverse effects and increase competitive, operational, legal, and regulatory risks in ways that we cannot predict.
Recent technological advances in AI technologies, as well as the rapid growth and widespread use thereof, present risks to our business, products, portfolio companies and investments. AI technologies may result in significant and disruptive changes in companies, sectors or industries, including those in which we invest, and any such changes could render our Adviser’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent our competitors make more efficient or extensive use of AI technologies, there is a possibility that such competitors will gain a competitive advantage.
Many jurisdictions have passed or are considering laws and regulations concerning AI technologies, which could adversely affect our business, products, portfolio companies and investments. Additionally, we and the companies in which we invest could be further exposed to the risks of AI technologies if third-party service providers or any counterparties, whether or not known to us, use AI technologies in their business activities. We will not be able to control the use of AI technologies in third-party products or services, including those provided by our and our affiliates’ service providers. Additionally, the Adviser expects to use AI technologies in connection with its business activities, including to support our due diligence and investment activities. AI technologies are generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to review all data upon which AI technologies are trained or which are otherwise utilized. AI technologies are also highly reliant on the accuracy, adequacy, completeness and objectivity of their underlying data, and any inaccuracies, deficiencies, errors or biases in this data could lead to errors affecting our decision-making and investment processes, which could have adverse impacts on us and our portfolio companies.
We are subject to risks in using custodians, counterparties, administrators and other agents.
Our business is dependent on our and third parties’ communications and information systems. Any failure or interruption of those systems, including as a result of the termination of an agreement with any third-party service providers, could cause delays or other problems in our activities. Our financial, accounting, data processing, portfolio monitoring, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control. There could be:
•sudden electrical or telecommunications outages;
•natural disasters such as earthquakes, tornadoes and hurricanes;
•disease pandemics;
•events arising from local or larger scale political or social matters, including terrorist acts;
•outages due to idiosyncratic issues at specific service providers; and
•cyber-attacks.
These events, in turn, could have a material adverse effect on our operating results and negatively affect the net asset value of our common stock and our ability to pay distributions to our shareholders.
Increased data protection regulation may result in increased complexities and risk in connection with the operation of our business.
Our business is highly dependent on information systems and technology. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Cybersecurity has become a priority for regulators in the U.S. and around the world. The SEC has also particularly focused on cybersecurity, and we expect increased scrutiny of our policies and systems designed to manage our cybersecurity risks and our related disclosures as a result. In May 2024, the SEC adopted amendments to Regulation S-P that require covered institutions, such as investment companies, to develop, implement, and maintain written policies and procedures for an incident response program that is reasonably designed to detect, respond to, and recover from unauthorized access to or use of customer information. The amendments also require that the response program include procedures for, with certain limited exceptions, covered institutions to provide notice to individuals whose sensitive customer information was or is reasonably likely to have been accessed or used without authorization. The amendments took effect on August 2, 2024, and had a compliance deadline of December 3, 2025 for large entities. We also face and expect to continue to face increased costs to comply with the new SEC rules, including increased costs for cybersecurity training and management.
Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and/or information security to which we may be subject (collectively, “Privacy Laws”). Compliance with applicable Privacy Laws may require adhering to stringent legal and operational requirements, which could increase compliance costs for us and require the dedication of additional time and resources to compliance. A failure to comply with applicable Data Protection Legislation could result in fines, sanctions, enforcement actions or other penalties or reputational damage. In addition, the SEC has indicated in recent periods that one of its examination priorities for the Division of Examinations is to continue to examine cybersecurity procedures and controls, including testing the implementation of these procedures and controls.
There may be substantial financial penalties or fines for a failure to comply with applicable Privacy Laws (which may include insufficient security for our personal or other sensitive information). For example, failure to comply with Regulation (EU) 2016/679 (the “GDPR”) .
Our operations will be impacted by a growing movement to adopt comprehensive privacy and data protection laws, where such laws focus on privacy as an individual right in general. Further, the Company’s portfolio companies and/or each of their affiliates are subject to regulations related to privacy, data protection and information security in the jurisdictions in which they do business. Such laws and regulations vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens and the potential for significant liability on regulated entities.
Non-compliance with any applicable Privacy Laws represents a serious risk to our business. Some jurisdictions have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal information. For example, the SEC’s most recent amendments to Regulation S-P require notification of affected customers no later than 30 days after becoming aware of a security incident that compromises their sensitive customer information. Breaches in security could potentially jeopardize our, our employees’ or our product investors’ or counterparties’ confidential or other information processed and stored in, or transmitted through, our computer systems and networks (or those of our third party vendors), or otherwise cause interruptions or malfunctions in our, our employees’, our product investors’, our counterparties’ or third parties’ operations, which could result in significant losses, increased costs, disruption of our business, liability to our product investors and other counterparties, fines or penalties, litigation, regulatory intervention or reputational damage, which could also lead to loss of product investors or clients.
We and our portfolio companies are subject to increasing scrutiny from certain investors, third party assessors, regulators and our shareholders with respect to ESG-related topics.
We and our portfolio companies face increasing scrutiny from certain investors, third party assessors that measure companies’ ESG performance, regulators and our shareholders related to ESG-related topics, including in relation to diversity and inclusion, human rights, environmental stewardship, support for local communities, corporate governance and transparency. For example, we and the companies in which we invest risk damage to our brands and reputations if we or they do not act (or are perceived to not act) responsibly either with respect to responsible investing processes or ESG-related practices. Adverse incidents related to ESG practices could impact the value of our brand or the companies in which we invest, or the cost of our or their operations and relationships with investors, all of which could adversely affect our business and results of operations. Further, there can be no assurance that any of our Adviser’s ESG initiatives, or commitments will meet the standards or expectations of our shareholders or other stakeholders. There can be no assurance that our Adviser will be able to accomplish any goals related to responsible investing or ESG practices, as statements regarding its ESG and responsible investing commitments and priorities reflect its current estimates, plans and/or aspirations and are not guarantees that it will be able to achieve them within the timelines announced or at all. Additionally, the Adviser may determine in its discretion that it is not feasible or practical to implement or complete certain aspects of its responsible investing program or ESG initiatives based on cost, timing or other considerations.
In recent years, certain investors have placed increasing importance on policies and practices related to responsible investing and ESG for the products to which they commit capital, and investors may decide not to commit capital to future fundraises based on their assessment of the Adviser’s approach to and consideration of ESG-related issues or risks. Similarly, a variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. If the Adviser’s responsible investing or ESG-related practices or ratings do not meet the standards set by such investors or organizations, or if the Adviser receives a negative rating or assessment from any such organization, or if the Adviser fails, or is perceived to fail, to demonstrate progress toward its ESG priorities and initiatives, they may choose not to invest in us, and we may face reputational damage. Similarly, it is expected that investor and/or shareholder demands will require the Adviser to spend additional resources on and place continued importance on business relevant ESG factors in its review of prospective investments and management of existing ones. Devoting additional resources to our responsible investing or ESG-related practices could increase the amount of expenses we or our investments are required to bear. For example, collecting, measuring, and reporting ESG information and metrics can be costly, difficult and time consuming, is subject to evolving reporting standards, and can present numerous operational, reputational, financial, legal and other risks. To the extent our access to capital from investors focused on ESG ratings or ESG-related matters is impaired, we may not be able to maintain or increase the size of our existing products or raise sufficient capital for new products, which may adversely affect our revenues. Further, interest on the part of investors and regulators in ESG-related topics and themes and increased demand for, and scrutiny of, ESG-related disclosure by asset managers, has also increased the risk that asset managers could be perceived as, or accused of, making inaccurate or misleading statements regarding the ESG-related investment strategies of their and their funds’ responsible investing or ESG-related efforts or initiatives, or “greenwashing.” This risk may also materialize where ESG-related statements and/or disclosures made by our portfolio companies are materially inconsistent with our ESG-related statements or disclosures, including those made on a voluntary basis or pursuant to any applicable regulation, such as Regulation EU 2019/2088 on sustainability-related disclosures in the financial services sector (the “SFDR”). Such perception or accusation could damage our reputation, result in litigation or regulatory actions and adversely impact our ability to raise capital.
At the same time, various stakeholders may have differing approaches to responsible investing activities or divergent views on the consideration of ESG topics, including in the countries in which our Adviser operates and invests, as well as in the states and localities where our Adviser serves public sector clients. These differing views increase the risk that any action or lack thereof with respect to our Adviser’s consideration of responsible investing or ESG-related practices will be perceived negatively. Several states, the executive branch, federal agencies and Congress have enacted or proposed “anti-ESG” policies, legislation or initiatives, issued related legal opinions and engaged in related investigations and litigation. For example: (i) boycott bills target financial institutions that “boycott” or “discriminate against” companies in certain industries (e.g., energy and mining) and prohibit state entities from doing business with such institutions and/or investing the state’s assets (including pension plan assets) through such institutions and (ii) ESG investment prohibitions require that state entities or managers/administrators of state investments make investments based solely on pecuniary factors without consideration of ESG factors. If investors subject to such legislation view our responsible investing or ESG practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in us and it could negatively affect the results of operations, cash flow or price of our common stock.
Further, asset managers have been subject to scrutiny related to ESG-focused industry working groups, initiatives and associations, including organizations advancing action to address climate change or climate-related risk. In addition, state attorneys general, among others, have asserted that the Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters. Cases alleging discrimination based on similar arguments have been filed since that decision, with scrutiny of certain corporate DEI practices increasing throughout 2025. Additionally, in January 2025, the current U.S. Presidential administration signed a number of executive orders focused on DEI (the “Executive Orders”), which include a broad mandate to eliminate federal DEI programs and a caution to the private sector to end what may be viewed as illegal DEI discrimination and preferences. The Executive Orders have resulted in compliance investigations of private entities, including publicly traded companies, and changes to federal contracting regulations. If the Adviser does not successfully manage expectations across these varied stakeholder interests, it could erode stakeholder trust, impact our reputation and/or constrain our investment and fundraising opportunities. Such scrutiny of both ESG and DEI related practices could expose the Adviser to additional compliance obligations, the risk of litigation, investigations or challenges by federal or state authorities, result in reputational harm and/or discourage certain investors from investing in us.
We are subject to increasing scrutiny from regulators with respect to ESG-related issues and the regulatory disclosure landscape surrounding related topics continues to evolve.
Responsible investing, ESG practices and ESG-related disclosures have been the subject of increased focus by certain regulators, and regulatory initiatives related to ESG-specific topics that are applicable to us, our products and our products’ portfolio companies could adversely affect our business. There has been a growing regulatory interest across jurisdictions in improving transparency regarding the definition, measurement and disclosure of ESG factors in order to allow investors to validate and better understand sustainability claims, including in the United States, the European Union and the United Kingdom.
For example, the SEC sometimes reviews compliance with ESG commitments in examinations, and it has taken enforcement actions against registered investment advisers for not establishing adequate or consistently implementing ESG policies and procedures to meet ESG commitments to investors.
In addition, in October 2023, California enacted legislation that will ultimately require certain companies that (i) do business in California to publicly disclose their Scopes 1, 2 and 3 greenhouse gas emissions, with third party assurance of such data (Climate Corporate Data Accountability Act, or “SB 253”), and issue public reports on their climate-related financial risk and related mitigation measures (Climate-Related Financial Risk Act, or “SB 261”) and (ii) operate in California and make certain climate-related claims to provide enhanced disclosures around the achievement of climate-related claims, including the use of voluntary carbon credits to achieve such claims. Pending litigation against SB 253 and SB 261 creates ongoing uncertainty around the enforceability of related disclosure obligations and may result in additional compliance burdens, increased legal and compliance costs, and enhanced disclosure obligations. From a European perspective, the European Union has in place regulation aimed at increasing transparency for investors of sustainability-related policies, processes, performance and commitments which apply to certain of our products, including , without limitation: (a) the SFDR, for which most rules took effect beginning on March 10, 2021 and (b) Regulation (EU) 2020/852 on the establishment of a framework to facilitate sustainable investment, and amending the SFDR. In November 2025, the European Commission published a draft legislative proposal to revise SFDR to introduce, among others, new categories for sustainability-related financial products with related criteria that are required to be met for each category. Relatedly, the European Securities and Markets Authority (“ESMA”) has identified promoting transparency through effective sustainability disclosures and addressing greenwashing as one of its key priorities per ESMA’s sustainable finance roadmap and strategy. ESMA has also introduced guidelines on funds with ESG, impact, transition or sustainability-related terms in their names.
There are still some uncertainties regarding the operation of some of these requirements and how they might evolve, and an established market practice is still being developed in certain cases, which can lead to diverging implementation and/or operationalization, data gaps or methodological challenges which may affect our ability to collect relevant data. These regimes continue to evolve and there is still a lack of clarity and established practice around the approach to their supervision and enforcement, which may vary across national competent authorities. There is a risk that a development or reorientation in the regulatory requirements or market practice in this respect could be adverse to our investments if they are perceived to be less valuable as a consequence of, among other things, their carbon footprint or perceived “greenwashing.” Compliance with requirements of this nature may also increase risks relating to financial supervision and enforcement action. There is also a risk that market expectations in relation to the SFDR categorization of financial products, could adversely affect our ability to raise capital, especially from EEA investors.
In November 2023, the Sustainability Labelling and Disclosure of Sustainability-Related Financial Information Instrument 2023 (“SDR”) introduced sustainability disclosure requirements, voluntary investment product labels and an ‘anti-greenwashing’ rule. The anti-greenwashing rule applies to all UK-authorized firms in relation to sustainability-related claims made in their communications, and/or communications of financial promotions with, clients in the UK. The balance of the new regime is currently directed at UK investment funds and UK-regulated asset management firms as well as distributors of such funds.
In Asia, examples of ESG-related regulations including those by regulators in Singapore and Hong Kong have released guidelines for asset managers to integrate climate risk considerations in investment and risk management processes, together with enhanced disclosure and reporting and have also issued enhanced rules for certain ESG funds on general ESG risk management and disclosure.
As a result of these and other legislative and regulatory initiatives, we or the Adviser may be required to provide additional disclosure to our investors with respect to ESG matters. This exposes us to increased disclosure risks, for example due to a lack of available or credible data, and the potential for conflicting disclosures may also expose us to an increased risk of misstatement litigation or miss-selling allegations. Failure to manage these risks could result in a material adverse effect on our business in a number of ways. Compliance with frameworks of this nature may create an additional compliance burden and increased legal, compliance, governance, reporting and other costs to funds and/or fund managers because of the need to collect certain information to meet the disclosure requirements. In addition, where there are uncertainties regarding the operation of the framework, a lack of official, conflicting or inconsistent regulatory guidance, a lack of established market practice and/or data gaps or methodological challenges affecting the ability to collect relevant data, funds and/or fund managers may be required to engage third party advisers and/or service providers to fulfil the requirements, thereby exacerbating any increase in compliance burden and costs. To the extent that any applicable jurisdictions enact similar laws and/or frameworks, there is a risk that we may not be able to maintain alignment of a particular investment with such frameworks, and/or may be subject to additional compliance burdens and costs, which might adversely affect us.
We may be the target of litigation or similar proceedings in the future and we are subject to public perception risks.
We could generally be subject to litigation or similar proceedings in the future, including securities litigation and derivative actions by our stockholders. Any litigation or similar proceedings could result in substantial costs, divert management’s attention and resources from our business or otherwise have a material adverse effect on our business, financial condition and results of operations. In addition, in recent periods, there has been increased negative publicity with respect to the private credit industry, which could in the future harm our reputation.
Risks Related to Our Adviser and Its Affiliates
Our Adviser and its affiliates, including our officers and some of our directors, may face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in increased risk-taking or speculative investments, or cause our Adviser to use substantial leverage.
Our Adviser and its affiliates receive fees from us in return for their services. These fees may include certain incentive fees based on the amount of appreciation of our investments and arrangement, structuring or similar fees from portfolio companies in which we invest. These fees could influence the advice provided to us or create an incentive for our Adviser to make investments on our behalf that are risky or more speculative than would be the case in the absence of such incentive fees. Generally, the more equity we sell in public offerings and the greater the risk assumed by us with respect to our investments, including through the use of leverage, the greater the potential for growth in our assets and profits, and, correlatively, the fees payable by us to our Adviser. The way in which the incentive fee is determined may encourage our Adviser to use leverage to increase the leveraged return on our investment portfolio.
In addition, the fact that our base management fee is payable based upon our average gross assets (which includes any borrowings used for investment purposes) may encourage our Adviser to use leverage to make additional investments. Such a practice could make such investments more risky than would otherwise be the case, which could result in higher investment losses, particularly during cyclical economic downturns. Under certain circumstances, the use of substantial leverage (up to the limits prescribed by the 1940 Act) may increase the likelihood of our defaulting on our borrowings, which would be detrimental to holders of our securities.
These compensation arrangements could affect our Adviser’s or its affiliates’ judgment with respect to public offerings of equity, incurrence of debt, and investments made by us, which allow our Adviser to earn increased asset management fees.
The time and resources that individuals associated with our Adviser devote to us may be diverted, and we may face additional competition due to, among other things, the fact that neither our Adviser nor its affiliates is prohibited from raising money for or managing another entity that makes the same types of investments that we target.
Blue Owl is not prohibited from raising money for and managing future investment entities, in addition to the Blue Owl Clients, that make the same or similar types of investments as those we target. As a result, the time and resources that our Adviser devotes to us may be diverted, and during times of intense activity in other investment programs they may devote less time and resources to our business than is necessary or appropriate. In addition, we may compete with any such investment entity also managed by our Adviser or its affiliates for the same investors and investment opportunities. Furthermore, certain members of the Technology Lending Investment Committee or our affiliates are officers of Blue Owl and will devote a portion of their time to the operations of Blue Owl, including with respect to public company compliance.
Our Adviser and its affiliates may face conflicts of interest with respect to services performed for their respective other accounts and clients or issuers in which we may invest.
Our Adviser and its affiliates may provide a broad range of financial services to companies in which we may invest, including providing arrangement, syndication, origination structuring and other services to portfolio companies, and will generally be paid fees for such services, in compliance with applicable law, by the portfolio company. Any compensation received by our Adviser or its affiliates for providing these services will not be shared with us and may be received before we realize a return on our investment. In addition, we may invest in companies managed by entities in which funds managed by GP Strategic Capital have acquired a minority interest. Our Adviser and its affiliates may face conflicts of interest with respect to services performed for these companies, on the one hand, and investments recommended to us, on the other hand and could, in certain instances, have an incentive not to pursue actions against a portfolio company that would be in our best interest.
Additionally, because our Adviser and its affiliates manage assets for, or may in the future manage assets for, other investment companies, pooled investment vehicles and/or other accounts (including institutional clients, pension plans, insurance companies, co-invest vehicles and certain high net worth individuals), including the Blue Owl Clients, and we may compete for capital and investment opportunities with these entities, certain of which may have investment objectives that overlap with ours. As a result, conflicts may arise with respect to the allocation of investment opportunities among those products. For example, the Adviser is permitted to allocate an investment to a number of products across its platforms that it views as appropriate for the particular investment objectives, strategies and characteristics of such products. These conflicts include conflicts of interest relating to the allocation of investment opportunities by our Adviser and its affiliates; compensation to our Adviser; services that may be provided by our Adviser and its affiliates to issuers in which we may invest; investments by us and other clients of our Adviser, subject to the limitations of the 1940 Act; the formation of additional investment funds managed by our Adviser; differing recommendations given by our Adviser to us versus other clients; our Adviser’s use of information gained from issuers in our portfolio for investments by other clients, subject to applicable law; restrictions on our Adviser’s use of “inside information” with respect to potential investments by us; the allocation of certain expenses; and cross transactions.
For instance, our Adviser and its affiliates may receive asset management performance-based, or other fees from certain accounts that are higher than the fees received by our Adviser from us. In addition, certain members of Blue Owl’s Credit platform’s investment committees and other executives and employees of our Adviser or its affiliates will hold and receive interest in Blue Owl and its affiliates, in addition to cash and carried interest compensation. In these instances, a portfolio manager for our Adviser may have an incentive to favor the higher fee and/or performance-based fee accounts over us and/or to favor Blue Owl. In addition, a conflict of interest exists to the extent our Adviser, its affiliates, or any of their respective executives, portfolio managers or employees have proprietary or personal investments in other investment companies or accounts or when certain other investment companies or accounts are investment options in our Adviser’s or its affiliates’ employee benefit plans or employee offerings. In these circumstances, personnel of our Adviser may have incentive to favor these other investment companies or accounts over us. In addition, investments by more than one Blue Owl product in a portfolio company also have the potential to raise the risk of using assets of one Blue Owl product to support positions taken by another.
To mitigate these conflicts, the Blue Owl Credit Advisers will seek to execute such transactions for all of the participating investment accounts, including us, on a fair and equitable basis and in accordance with the Blue Owl Credit Advisers’ investment allocation policies, taking into account such factors as differences with respect to available capital; the current or anticipated size of a product; minimum investment amounts; the remaining life of a product; differences in investment objectives, guidelines or strategies; diversification; portfolio construction considerations; liquidity needs; legal, tax and regulatory requirements and other considerations deemed relevant to the Adviser and in accordance with its policies and procedures. We may be prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. We, our Adviser and certain affiliates have been granted exemptive relief by the SEC to permit us to co-invest with other funds managed by our Adviser or certain of its affiliates in a manner consistent with our positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “—Our ability to enter into transactions with our affiliates is restricted.”
Actions taken by our Adviser and its affiliates on behalf of the Blue Owl Clients as a result of any conflict of interest may be adverse to us, which could harm our performance. For example, we may invest in the same credit obligations as other Blue Owl Clients, although, to the extent permitted under the 1940 Act, our investments may include different obligations or levels of the capital structure of the same issuer. The interests of Blue Owl Clients invested in different levels of the capital structure of a portfolio company may not always be aligned and actions taken for one Blue Owl Client may be adverse to one or more other products, which may give rise to conflicts of interest. The interests of these different Blue Owl Clients may diverge significantly particularly in the case of financial distress of the portfolio company. For example, in a bankruptcy proceeding or out-of-court restructuring, the interests of a Blue Owl Client owning equity or subordinated debt securities may be subordinated or otherwise adversely affected by virtue of a different Blue Owl Client's actions in respect of its own interests as a senior debt holder. While the Blue Owl Credit Advisers and their affiliates have developed general guidelines regarding when two or more funds can invest in different parts of the same company’s capital structure and created a process that they employ to handle those conflicts when they arise, their decision to permit the investments to occur in the first instance or their judgment on how to mitigate the conflict could be challenged or deemed insufficient.
If the Blue Owl Credit Advisers and their affiliates fail to appropriately address those conflicts, it could negatively impact their reputation and ability to raise additional funds and the willingness of counterparties to do business with them or result in potential litigation against them.
From time to time, fees and expenses generated in connection with potential portfolio investments that are not consummated and other investment related expenses may be allocable to us and one or more Blue Owl Clients. These expenses will be allocated in a manner that is fair and equitable over time and in accordance with policies adopted by the Blue Owl Credit Advisers and the Investment Advisory Agreement; however, the method for allocation expenses may vary depending on the nature of the expense and such determinations involve inherent discretion.
Our Adviser and its affiliates may give advice and recommend securities to other clients which may differ from advice given to, or securities recommended or bought for, us even though such other clients’ investment objectives may be similar to ours, which could have an adverse effect on our business, financial condition and results of operations.
In addition, from time to time, our Adviser could cause us to purchase a security or other investment from, or sell a security or other investment to, another Blue Owl Client. Such cross transaction would be in accordance with applicable regulations and our and our Adviser’s valuation and cross-trades policies; however, such cross transactions could give rise to additional conflicts of interest.
Our Board will seek to monitor these conflicts but there can be no assurances that such monitoring will fully mitigate any such conflicts.
Reductions, waivers or absorptions of fees and costs can temporarily result in higher returns to shareholders than they would otherwise receive if full fees and costs were charged.
The Adviser and its affiliates are permitted to reduce, waive or absorb some of the fees or costs otherwise due by us. While this activity can be seen as friendly to shareholders, reductions, waivers and absorptions of fees and costs result in higher returns to shareholders than such shareholders would receive if full fees and costs were charged. There is no guarantee that any reductions, waivers or absorptions will occur in the future, and any reductions, waivers and absorptions are entirely at the discretion of the Adviser.
Products within Blue Owl’s Real Assets platform may enter into sale lease-back transactions with our portfolio companies or with borrowers under our credit facilities.
From time to time, companies in which we have invested or may invest, may enter into sale-leaseback transactions with products within Blue Owl’s Real Assets platform. As a result of these arrangements we could be a creditor to, or equity owners of, a company at the same time that company is a tenant of a product within Blue Owl’s Real Assets platform. If such a company were to encounter financial difficulty or default on its obligations as a borrower, our Adviser could be required to take actions that may be adverse to those of Blue Owl’s Real Assets platform in enforcing our rights under the relevant facilities or agreements, or vice versa. This could lead to actual or perceived conflicts of interest.
Our access to confidential information may restrict our ability to take action with respect to some investments, which, in turn, may negatively affect our results of operations.
We, directly or through our Adviser, may obtain confidential information about the companies in which we have invested or may invest or be deemed to have such confidential information. Our Adviser may come into possession of material, non-public information through its members, officers, directors, employees, principals or affiliates. In addition, funds managed by GP Strategic Capital may invest in entities that manage our portfolio companies and, as a result, may obtain additional confidential information about our portfolio companies. The possession of such information may, to our detriment, limit the ability of us and our Adviser to buy or sell a security or otherwise to participate in an investment opportunity. In certain circumstances, employees of our Adviser may serve as board members or in other capacities for portfolio or potential portfolio companies, which could restrict our ability to trade in the securities of such companies. For example, if personnel of our Adviser come into possession of material non-public information with respect to our investments, such personnel will be restricted by our Adviser’s information-sharing policies and procedures or by law or contract from sharing such information with our management team, even where the disclosure of such information would be in our best interests or would otherwise influence decisions taken by the members of the management team with respect to that investment. This conflict and these procedures and practices may limit the freedom of our Adviser to enter into or exit from potentially profitable investments for us, which could have an adverse effect on our results of operations. Accordingly, there can be no assurance that we will be able to fully leverage the resources and industry expertise of our Adviser in the course of its duties. Additionally, there may be circumstances in which one or more individuals associated with our Adviser will be precluded from providing services to us because of certain confidential information available to those individuals or to other parts of our Adviser.
We may be obligated to pay our Adviser incentive fees even if we incur a net loss due to a decline in the value of our portfolio and even if our earned interest income is not payable in cash.
The Investment Advisory Agreement entitles our Adviser to receive an incentive fee based on our pre-incentive fee net investment income regardless of any capital losses. In such case, we may be required to pay our Adviser an incentive fee for a fiscal quarter even if there is a decline in the value of our portfolio or if we incur a net loss for that quarter.
Any incentive fee payable by us that relates to the pre-incentive fee net investment income may be computed and paid on income that may include interest that has been accrued but not yet received or interest in the form of securities received rather than cash (“payment-in-kind” or “PIK” income”). PIK income will be included in the pre-incentive fee net investment income used to calculate the incentive fee to our Adviser even though we do not receive the income in the form of cash. If a portfolio company defaults on a loan that is structured to provide accrued interest income, it is possible that accrued interest income previously included in the calculation of the incentive fee will become uncollectible. Our Adviser is not obligated to reimburse us for any part of the incentive fee it received that was based on accrued interest income that we never receive as a result of a subsequent default.
The quarterly incentive fee on income is recognized and paid without regard to: (i) the trend of pre-incentive fee net investment income as a percent of adjusted capital over multiple quarters in arrears which may in fact be consistently less than the quarterly preferred return, or (ii) the net income or net loss in the current calendar quarter, the current year or any combination of prior periods.
For U.S. federal income tax purposes, we may be required to recognize taxable income in some circumstances in which we do not receive a corresponding payment in cash and to make distributions with respect to such income to maintain our tax treatment as a RIC and/or minimize U.S. federal income or excise tax. Under such circumstances, we may have difficulty meeting the Annual Distribution Requirement necessary to maintain RIC tax treatment under the Code. This difficulty in making the required distribution may be amplified to the extent that we are required to pay the incentive fee on income with respect to such accrued income. As a result, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to U.S. federal income tax imposed at corporate rates.
Our ability to enter into transactions with our affiliates is restricted.
We are prohibited under the 1940 Act from participating in certain transactions with certain of our affiliates without the prior approval of a majority of our independent directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities will be our affiliate for purposes of the 1940 Act, and we will generally be prohibited from buying or selling any securities from or to such affiliate on a principal basis, absent the prior approval of our Board and, in some cases, the SEC. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, including other funds or clients advised by our Adviser or its affiliates, which in certain circumstances could include investments in the same portfolio company (whether at the same or different times to the extent the transaction involves a joint investment), without prior approval of our Board and, in some cases, the SEC. If a person acquires more than 25% of our voting securities, we will be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates or anyone who is under common control with us. The SEC has interpreted the BDC regulations governing transactions with affiliates to prohibit certain joint transactions involving entities that share a common investment adviser. As a result of these restrictions, we may be prohibited from buying or selling any security from or to any portfolio company that is controlled by a fund managed by either of our Adviser or its affiliates without the prior approval of the SEC, which may limit the scope of investment or disposition opportunities that would otherwise be available to us.
We rely on an order for exemptive relief (as amended, the “Order”) from the SEC, to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings (1) in most instances when we co-invest with our affiliates in an issuer where our affiliate has an existing investment in the issuer, and (2) if we dispose of an asset acquired in a transaction under the Order unless the disposition is done on a pro rata basis. Pursuant to the Order, the Board will oversee our participation in the co-investment program. As required by the Order, we have adopted, and the Board has approved, policies and procedures reasonably designed to ensure compliance with the terms of the Order, and the Adviser and our Chief Compliance Officer will provide reporting to the Board.
We may make investments that could give rise to a conflict of interest.
We do not expect to invest in, or hold securities of, companies that are controlled by an affiliate’s other clients. However, our Adviser or an affiliate’s other clients may invest in, and gain control over, one of our portfolio companies. If our Adviser or an affiliate’s other client, or clients, gains control over one of our portfolio companies, it may create conflicts of interest and may subject us to certain restrictions under the 1940 Act. As a result of these conflicts and restrictions our Adviser may be unable to implement our investment strategies as effectively as they could have in the absence of such conflicts or restrictions. For example, as a result of a conflict or restriction, our Adviser may be unable to engage in certain transactions that it would otherwise pursue. In order to avoid these conflicts and restrictions, our Adviser may choose to exit such investments prematurely and, as a result, we may forego any positive returns associated with such investments. In addition, to the extent that an affiliate’s other client holds a different class of securities than us as a result of such transactions, our interests may not be aligned.
Our Adviser’s liability is limited under the Investment Advisory Agreement, and we are required to indemnify our Adviser against certain liabilities, which may lead our Adviser to act in a riskier manner on our behalf than it would when acting for its own account.
Our Adviser has not assumed any responsibility to us other than to render the services described in the Investment Advisory Agreement (and, separately, under the Administration Agreement), and it will not be responsible for any action of our Board in declining to follow our Adviser’s advice or recommendations. Pursuant to the Investment Advisory Agreement, our Adviser and its directors, officers, shareholders, members, agents, employees, controlling persons, and any other person or entity affiliated with, or acting on behalf of our Adviser will not be liable to us for their acts under the Investment Advisory Agreement, absent criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of their duties. We have also agreed to indemnify, defend and protect our Adviser and its directors, officers, shareholders, members, agents, employees, controlling persons and any other person or entity affiliated with, or acting on behalf of our Adviser with respect to all damages, liabilities, costs and expenses resulting from acts of our Adviser not arising out of criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of their duties. However, in accordance with Section 17(i) of the 1940 Act, neither our Adviser nor any of its affiliates, directors, officers, members, employees, agents, or representatives may be protected against any liability to us or our investors to which it would otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of its office. These protections may lead our Adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account.
There are risks associated with any potential merger with or purchase of assets of another fund.
Our Adviser may in the future recommend to our Board that we merge with or acquire all or substantially all of the assets of one or more funds including a fund that could be managed by our Adviser or its affiliates (including another BDC). We do not expect that our Adviser would recommend any such merger or asset purchase unless it determines that it would be in our best interests, with such determination dependent on factors it deems relevant, which may include our historical and projected financial performance and that of any proposed merger partner, portfolio composition, potential synergies from the merger or asset sale, available alternative options and market conditions. In addition, no such merger or asset purchase would be consummated absent the meeting of various conditions required by applicable law or contract, at such time, which may include approval of the board of directors and common equity holders of both funds. If our Adviser is the investment adviser of both funds, various conflicts of interest would exist with respect to any such transaction. Such conflicts of interest may potentially arise from, among other things, differences between the compensation payable to our Adviser by us and by the entity resulting from such a merger or asset purchase or efficiencies or other benefits to our Adviser as a result of managing a single, larger fund instead of two separate funds.
Our Adviser’s failure to comply with pay-to-play laws, regulations and policies could have an adverse effect on our Adviser, and thus, us.
A number of U.S. states and municipal pension plans have adopted so-called “pay-to-play” laws, regulations or policies which prohibit, restrict or require disclosure of payments to (and/or certain contacts with) state officials by individuals and entities seeking to do business with state entities, including those seeking investments by public retirement funds. The SEC has adopted a rule that, among other things, prohibits an investment adviser from providing advisory services for compensation to a government client for two years after the adviser or certain of its executives or employees makes a contribution to certain elected officials or candidates. If our Adviser, any of its employees or affiliates or any service provider acting on its behalf, fails to comply with such laws, regulations or policies, such non-compliance could have an adverse effect on our Adviser, and thus, us.
Risks Related to Business Development Companies
The requirement that we invest a sufficient portion of our assets in qualifying assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in qualifying assets could result in our failure to maintain our status as a BDC.
As a BDC, the 1940 Act prohibits us from acquiring any assets other than certain qualifying assets unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. Therefore, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets. Conversely, if we fail to invest a sufficient portion of our assets in qualifying assets, we could lose our status as a BDC, which would have a material adverse effect on our business, financial condition and results of operations. Similarly, these rules could prevent us from making additional investments in existing portfolio companies, which could result in the dilution of our position, or could require us to dispose of investments at an inopportune time to comply with the 1940 Act. If we were forced to sell non-qualifying investments in the portfolio for compliance purposes, the proceeds from such sale could be significantly less than the current value of such investments.
Failure to maintain our status as a BDC would reduce our operating flexibility.
If we do not remain a BDC, we might be regulated as a closed-end investment company under the 1940 Act, which would subject us to substantially more regulatory restrictions, including a greater required asset coverage ratio and additional restrictions on transactions with affiliates, and correspondingly decrease our operating flexibility.
Regulations governing our operation as a BDC and RIC affect our ability to raise capital and the way in which we raise additional capital or borrow for investment purposes, which may have a negative effect on our growth. As a BDC, the necessity of raising additional capital may expose us to risks, including risks associated with leverage.
As a result of the Annual Distribution Requirement to qualify for tax treatment as a RIC, we may need to access the capital markets periodically to raise cash to fund new investments in portfolio companies. Currently, we may issue “senior securities,” including borrowing money from banks or other financial institutions only in amounts such that the ratio of our total assets (less total liabilities other than indebtedness represented by senior securities) to our total indebtedness represented by senior securities plus preferred stock, if any, equals at least 150% after such incurrence or issuance. If we issue senior securities, we will be exposed to risks associated with leverage, including an increased risk of loss. Our ability to issue different types of securities is also limited. Compliance with RIC distribution requirements may unfavorably limit our investment opportunities and reduce our ability in comparison to other companies to profit from favorable spreads between the rates at which we can borrow and the rates at which we can lend. Therefore, we intend to seek to continuously issue equity securities, which may lead to shareholder dilution.
If the value of our assets declines, we may be unable to satisfy the asset coverage test under the 1940 Act, which would prohibit us from paying distributions and could prevent us from qualifying for tax treatment as a RIC, which would generally result in U.S. federal income tax imposed at corporate rates on any income and net gains. If we cannot satisfy the asset coverage test, we may be required to sell a portion of our investments and, depending on the nature of our debt financing, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our indebtedness would not be available for distribution to our shareholders.
In addition, as market conditions permit, we have and may continue to securitize our loans to generate cash for funding new investments. To securitize loans, we have and may continue to create a wholly owned subsidiary, contribute a pool of loans to the subsidiary and have the subsidiary issue primarily investment grade debt securities to purchasers who would be expected to be willing to accept a substantially lower interest rate than the loans earn. We have and may continue to retain all or a portion of the equity in the securitized pool of loans. Our retained equity would be exposed to any losses on the portfolio of loans before any of the debt securities would be exposed to such losses. See “— We are subject to certain risks as a result of our interests in the CLO Preferred Shares”; “The subordination of the CLO Preferred Shares will affect our right to payment”; and “The CLO Indentures requires mandatory redemption of the respective CLO Debt for failure to satisfy coverage tests, which would reduce the amounts available for distribution to us.”
Risks Related to Our Investments
Our investments in portfolio companies may be risky, and we could lose all or part of our investments.
Our strategy focuses primarily on originating and making loans to, and making debt and equity investments in, U.S. middle market companies in a broad range of technology-related industries, with a focus on originated transactions sourced through the networks of our Adviser. Short transaction closing timeframes associated with originated transactions coupled with added tax or accounting structuring complexity and international transactions may result in higher risk in comparison to non-originated transactions.
Most debt securities in which we intend to invest will not be rated by any rating agency and, if they were rated, they would be rated as below investment grade quality and are commonly referred to as “high yield” or “junk.” Debt securities rated below investment grade quality are generally regarded as having predominantly speculative characteristics and may carry a greater risk with respect to a borrower’s capacity to pay interest and repay principal. In addition, some of the loans in which we may invest may be “covenant-lite” loans. We use the term “covenant-lite” loans to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.
First-Lien Debt. When we make a first-lien loan, we generally take a security interest in the available assets of the portfolio company, including the equity interests of its subsidiaries, which we expect to help mitigate the risk that we will not be repaid. However, there is a risk that the collateral securing our loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise, and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. In some circumstances, our lien is, or could become, subordinated to claims of other creditors. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loan’s terms, or at all, or that we will be able to collect on the loan should we need to enforce our remedies.
Unitranche Loans. In addition, in connection with any unitranche loans (including “last out” portions of such loans) in which we may invest, we would enter into agreements among lenders. Under these agreements, our interest in the collateral of the first-lien loans may rank junior to those of other lenders in the loan under certain circumstances. This may result in greater risk and loss of principal on these loans.
Second-Lien and Mezzanine Debt. Our investments in second-lien and mezzanine debt generally are subordinated to senior loans and will either have junior security interests or be unsecured. As such, other creditors may rank senior to us in the event of insolvency. This may result in greater risk and loss of principal.
Equity Investments. When we invest in first-lien debt, second-lien debt or mezzanine debt, we may acquire equity securities, such as warrants, options and convertible instruments, as well. In addition, we may invest directly in the equity securities of portfolio companies. We may structure such equity investments to include provisions protecting our rights as a minority-interest holder, as well as a “put,” or right to sell such securities back to the issuer, upon the occurrence of specified events. In many cases, we may also seek to obtain registration rights in connection with these equity interests, which may include demand and “piggyback” registration rights, which grants us the right to register our equity interest when either the portfolio company or another investor in the portfolio company files a registration statement with the SEC to issue securities. We seek to dispose of these equity interests and realize gains upon our disposition of these interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.
We have invested and may continue to invest through joint ventures, partnerships and other special purpose vehicles and our investments through these vehicles may entail greater risks, or risks that we otherwise would not incur, if we otherwise made such investments directly.
We may make indirect investments in portfolio companies through joint ventures, partnerships or other special purpose vehicles (“Investment Vehicles”). In general, the risks associated with indirect investments in portfolio companies through a joint venture, partnership or other special purpose vehicle are similar to those associated with a direct investment in a portfolio company; however, if we are not the sole investor in such Investment Vehicle, the investment may involve risks not present in investments where a third party is not involved.
For any such investments, the optimization of the joint venture may be a complex, costly and time-consuming process and if we experience difficulties in this process, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, which could have an adverse effect on us for an undetermined period after any such acquisition. There can be no assurances that we will realize any potential operating efficiencies, synergies and other benefits anticipated in connection with such joint ventures.
While we intend to analyze the credit and business of a potential portfolio company in determining whether to make an investment in an Investment Vehicle, we will nonetheless be exposed to the creditworthiness of the Investment Vehicle and any third party. In the event of a bankruptcy proceeding against the portfolio company, the assets of the portfolio company may be used to satisfy its obligations prior to the satisfaction of our investment in the Investment Vehicle (i.e., our investment in the Investment Vehicle could be structurally subordinated to the other obligations of the portfolio company). If a third party is involved, we are subject to the risk that such third-party could have financial difficulties resulting in a negative impact on the Investment Vehicle, could have economic or business interests or goals which are inconsistent with ours, or could be in a position to take (or block) action in a manner contrary to our investment objective or the increased possibility of default by, diminished liquidity or insolvency of, the third party, due to a sustained or general economic downturn. In addition, if we are not the sole investor in an Investment Vehicle, we may be required to rely on our partners in the Investment Vehicle when making decisions regarding such Investment Vehicle’s investments, accordingly, the value of the investment could be adversely affected if our interests diverge from those of our partners in the Investment Vehicle.
Any strategic investments that we pursue are subject to risks and uncertainties.
We have pursued and may continue to pursue growth through strategic investments in new businesses, including through investments in our specialty finance vehicles. Completion and timing of any such strategic investments may be subject to a number of contingencies, including the uncertainty in reaching a commercial agreement with our counterparty, our ability to obtain required board, shareholder and regulatory approvals, as well as any required financing (or the risk that these are obtained subject to terms and conditions that are not anticipated). We may not be required to announce an acquisition or strategic transaction until a definitive agreement is reached and the announcement or consummation of any such transaction may adversely impact our business relationships or engender competitive responses.
In addition, the proposal and negotiation of strategic investments, whether or not completed, as well as the integration of those businesses into our existing portfolio, could result in substantial expenses and the diversion of our Adviser’s time, attention and resources from our day-to-day operations.
Our ability to manage our growth through strategic investments will depend, in part, on our success in addressing these risks. Any failure to effectively implement our acquisition or strategic investment strategies could have a material adverse effect on our business, financial condition or results of operations.
An investment strategy focused primarily on privately held companies presents certain challenges, including the lack of available information about these companies.
We invest primarily in privately held companies. Investments in private companies pose certain incremental risks as compared to investments in public companies including that they generally:
•have reduced access to the capital markets, resulting in diminished capital resources and ability to withstand financial distress;
•may have limited financial resources and may be unable to meet their obligations under their debt obligations that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees we may have obtained in connection with our investment;
•may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and changing market conditions, as well as general economic downturns;
•are more likely to depend on the management talents and efforts of a small group of persons and, therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on the company and, in turn, on us; and
•have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position.
In addition, investments in private companies tend to be less liquid. The securities of private companies are not publicly traded or actively traded on the secondary market and are, instead, traded on a privately negotiated over-the-counter secondary market for institutional investors. These over-the-counter secondary markets may be inactive during an economic downturn or a credit crisis and in any event often have lower volumes than publicly traded securities even in normal market conditions. In addition, the securities in these companies will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities.
If there is no readily available market for these investments, we are required to carry these investments at fair value as determined by our Board. As a result, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. We may also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we, our Adviser or any of its affiliates have material nonpublic information regarding such portfolio company or where the sale would be an impermissible joint transaction under the 1940 Act. The reduced liquidity of our investments may make it difficult for us to dispose of them at a favorable price, and, as a result, we may suffer losses.
Finally, little public information generally exists about private companies and these companies may not have third-party credit ratings or audited financial statements. We must therefore rely on the ability of our Adviser to obtain adequate information through due diligence to evaluate the creditworthiness and potential returns from investing in these companies, and to monitor the activities and performance of these investments. To the extent that we (or other clients of our Adviser) may hold a larger number of investments, greater demands will be placed on our Adviser’s time, resources and personnel in monitoring such investments, which may result in less attention being paid to any individual investment and greater risk that our investment decisions may not be fully informed. Additionally, these companies and their financial information will not generally be subject to the Sarbanes-Oxley Act of 2002 and other rules that govern public companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments.
Investing in publicly traded companies can involve a high degree of risk and can be speculative.
We may invest a portion of our portfolio in publicly traded companies or companies that are in the process of completing their initial public offering (“IPO”). If we invest in instruments issued by publicly-held companies, we may be subject to risks that differ in type or degree from those involved with investments in privately-held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on our ability to dispose of such instruments at certain times, increased likelihood of shareholder litigation against such companies’ board members and increased costs associated with each of the aforementioned risks. In addition, to the extent we invest in publicly traded debt instruments, we may not be able to obtain financial covenants or other contractual rights that we might otherwise be able to obtain when making privately-negotiated investments. We may not have the same access to information in connection with investments in public debt instruments that we would expect to have in connection with privately-negotiated investments.
As publicly traded companies, the securities of these companies may not trade at high volumes, and prices can be volatile, particularly during times of general market volatility, which may restrict our ability to sell our positions and may have a material adverse impact on us. If we or our Adviser were deemed to have material, nonpublic information regarding the issuer of a publicly traded instrument in which we have invested, we may be limited in our ability to make new investments or sell existing investments in such issuer.
All of these factors may restrict our ability to sell our positions and may have a material adverse impact on us.
Broadly syndicated loans, including “covenant-lite” loans, may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.
Our investments may consist of broadly syndicated loans that were not originated by us. Under the documentation for such loans, a financial institution or other entity typically is designated as the administrative agent and/or collateral agent. This agent is granted a lien on any collateral on behalf of the other lenders and distributes payments on the indebtedness as they are received. The agent is the party responsible for administering and enforcing the loan and generally may take actions only in accordance with the instructions of a majority or two-thirds in commitments and/or principal amount of the associated indebtedness. Accordingly, we may be precluded from directing such actions unless we or our investment adviser is the designated administrative agent or collateral agent or we act together with other holders of the indebtedness. If we are unable to direct such actions, we cannot assure shareholders that the actions taken will be in our best interests.
There is also a risk that a loan agent may become bankrupt or insolvent. Such an event would delay, and possibly impair, any enforcement actions undertaken by holders of the associated indebtedness, including attempts to realize upon the collateral securing the associated indebtedness and/or direct the agent to take actions against the related obligor or the collateral securing the associated indebtedness and actions to realize on proceeds of payments made by obligors that are in the possession or control of any other financial institution. In addition, we may be unable to remove the agent in circumstances in which removal would be in our best interests. Moreover, agented loans typically allow for the agent to resign with certain advance notice.
In addition, a significant number of high yield loans in the market, in particular the broadly syndicated loan market, may consist of “covenant-lite” loans. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Ownership of “covenant-lite” loans may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.
Our investments are concentrated in technology-related industries, some of which are subject to extensive government regulation, which exposes us to the risk of significant loss if any of these industry sectors experiences a downturn.
A consequence of our investment strategy is that our investment returns will be materially and adversely affected if the companies or the industries we target perform poorly. Beyond the asset diversification requirements to which we will be subject as a RIC and the policy we expect to adopt to invest, under normal circumstances, at least 80% of the value of our assets in technology-related companies, we do not have fixed guidelines for diversification or limitations on the size of our investments in any one company and our investments could be concentrated in relatively few industries.
Our investments may be subject to extensive regulation by U.S. and foreign federal, state and/or local agencies. Changes in existing laws, rules or regulations, or judicial or administrative interpretations thereof, or new laws, rules or regulations could have an adverse impact on the business and industries of our portfolio companies. In addition, changes in government priorities or limitations on government resources could also adversely impact our portfolio companies. We are unable to predict whether any such changes in laws, rules or regulations will occur and, if they do occur, the impact of these changes on our portfolio companies and our investment returns.
Furthermore, if any of our portfolio companies were to fail to comply with applicable regulations, they could be subject to significant penalties and claims that could materially and adversely affect their operations. Our portfolio companies may be subject to the expense, delay and uncertainty of the regulatory approval process for their products and, even if approved, these products may not be accepted in the marketplace.
As of December 31, 2025, our investments in systems software and application software represented 17.9% and 13.6% of our portfolio at fair value, respectively. Our investments in these industries are subject to substantial risks, including, but not limited to, the risk that the laws and regulations governing these industries and, and interpretations thereof, may change frequently, the risk of defending against litigation claims based on allegations of infringement or other violations of intellectual property, the risk that portfolio companies may be unable to attract and retain qualified skilled IT personnel and software developers, the risk that rapid technological change, evolving industry standards and practices, and changing customer needs may negatively affect our portfolio companies and sensitivity to general economic conditions and cyclical demand.
As of December 31, 2025, our investments in health care technology represented 13.9% of our portfolio at fair value. Our investments in health care technology are subject to substantial risks, including, but not limited to, the risk that the laws and regulations governing the business of health care companies, and interpretations thereof, may change frequently. Current or future laws and regulations could force our portfolio companies engaged in health care to change their policies related to how they operate, restrict revenue, change costs, change reserve levels and change business practices.
As of December 31, 2025, our investments in diversified financial services represented 9.8% of our portfolio at fair value. Our investments in diversified financial services are subject to a variety of risks, including, but not limited to, market uncertainty, additional or changing government regulations, disclosure requirements, limits on fees, increasing borrowing costs or limits on the terms or availability of credit to such portfolio companies, and other regulatory requirements, each of which may impact the conduct of such portfolio companies. Compliance with changing regulatory requirements will likely impose staffing, legal, compliance and other costs, and administrative burdens upon our investments in diversified financial services.
Our investments may be in portfolio companies that have limited operating histories and resources.
Our portfolio may include investments in companies that may have relatively limited operating histories. These companies may be particularly vulnerable to U.S. and foreign economic downturns may have more limited access to capital and higher funding costs, may have a weaker financial position and may need more capital to expand or compete. These businesses also may experience substantial variations in operating results. They may face intense competition, including from larger, more established companies with greater financial, technical and marketing resources. Furthermore, some of these companies do business in regulated industries and could be affected by changes in government regulation applicable to their given industry. Accordingly, these factors could impair their cash flow or result in other events, such as bankruptcy, which could limit their ability to repay their obligations to us, and may adversely affect the return on, or the recovery of, our investment in these companies. We cannot assure you that any of our investments in our portfolio companies will be successful. We may lose our entire investment in any or all of our portfolio companies.
A lack of IPO or merger and acquisition opportunities may cause companies to stay in our portfolio longer, leading to lower returns, unrealized depreciation, or realized losses.
A lack of IPO or merger and acquisition (“M&A”) opportunities for venture capital-backed companies could lead to companies staying longer in our portfolio as private entities still requiring funding. This situation may adversely affect the amount of available funding for early-stage companies in particular as, in general, venture-capital firms are being forced to provide additional financing to late-stage companies that cannot complete an IPO or M&A transaction. In the best case, such stagnation would dampen returns, and in the worst case, could lead to unrealized depreciation and realized losses as some companies run short of cash and have to accept lower valuations in private fundings or are not able to access additional capital at all. A lack of IPO or M&A opportunities for venture capital-backed companies can also cause some venture capital firms to change their strategies, leading some of them to reduce funding of their portfolio companies and making it more difficult for such companies to access capital and to fulfill their potential, which can result in unrealized depreciation and realized losses in such companies by other companies such as ourselves who are co-investors in such companies.
The inability of our portfolio companies to commercialize their technologies or create or develop commercially viable products or businesses would have a negative impact on our investment returns.
The possibility that our portfolio companies will not be able to commercialize their technology, products or business concepts presents significant risks to the value of our investments. Additionally, although some of our portfolio companies may already have a commercially successful product or product line when we invest, technology-related products and services often have a more limited market- or life-span than products in other industries. Thus, the ultimate success of these companies often depends on their ability to continually innovate, or raise additional capital, in increasingly competitive markets. Their inability to do so could affect our investment return. In addition, the intellectual property held by our portfolio companies often represents a substantial portion of the collateral, if any, securing our investments. We cannot assure you that any of our portfolio companies will successfully acquire or develop any new technologies, or that the intellectual property the companies currently hold will remain viable. Even if our portfolio companies are able to develop commercially viable products, the market for new products and services is highly competitive and rapidly changing. Neither our portfolio companies nor we have any control over the pace of technology development. Commercial success is difficult to predict, and the marketing efforts of our portfolio companies may not be successful.
If our portfolio companies are unable to protect their intellectual property rights, or are required to devote significant resources to protecting their intellectual property rights, then our investments could be harmed.
Our success and competitive position depend in part upon the ability of our portfolio companies to obtain and maintain proprietary technology used in their products and services, which will often represent a significant portion of the collateral, if any, securing our investment. The portfolio companies will rely, in part, on patent, trade secret and trademark law to protect that technology, but competitors may misappropriate their intellectual property, and disputes as to ownership of intellectual property may arise. Portfolio companies may, from time to time, be required to institute litigation in order to enforce their patents, copyrights or other intellectual property rights, to protect their trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement. Such litigation could result in substantial costs and diversion of resources.
Similarly, if a portfolio company is found to infringe upon or misappropriate a third party’s patent or other proprietary rights, that portfolio company could be required to pay damages to such third party, alter its own products or processes, obtain a license from the third party and/or cease activities utilizing such proprietary rights, including making or selling products utilizing such proprietary rights. Any of the foregoing events could negatively affect both the portfolio company’s ability to service our debt investment and the value of any related debt and equity securities that we own, as well as any collateral securing our investment.
Our relationship with certain portfolio companies may expose us to our portfolio companies’ trade secrets and confidential information which may require us to be parties to non-disclosure agreements and restrict us from engaging in certain transactions.
Our relationship with some of our portfolio companies may expose us to our portfolio companies’ trade secrets and confidential information (including transactional data and personal data about their employees and clients) that may require us to be parties to nondisclosure agreements and restrict us from engaging in certain transactions. Unauthorized access or disclosure of such information may occur, resulting in theft, loss or other misappropriation. Any theft, loss, improper use, such as insider trading or other misappropriation of confidential information could have a material adverse impact on our competitive positions, our relationship with our portfolio companies and our reputation and could subject us to regulatory inquiries, enforcement and fines, civil litigation and possible financial liability or costs.
We may be subject to risks associated with our investments in bank loans.
We may invest in bank loans and participations. These obligations are subject to unique risks, including:
•the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws,
•so-called lender-liability claims by the issuer of the obligations,
•environmental liabilities that may arise with respect to collateral securing the obligations, and
•limitations on our ability to directly enforce its rights with respect to participations.
In addition, the illiquidity of bank loans may make it difficult for us to sell such investments to access capital if required. As a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. Compared to securities and to certain other types of financial assets, purchases and sales of loans take relatively longer to settle. This extended settlement process can (i) increase the counterparty credit risk borne by us; (ii) leave us unable to timely vote, or otherwise act with respect to, loans it has agreed to purchase; (iii) delay us from realizing the proceeds of a sale of a loan; (iv) inhibit our ability to re-sell a loan that it has agreed to purchase if conditions change (leaving us more exposed to price fluctuations); (v) prevent us from timely collecting principal and interest payments; and (vi) expose us to adverse tax or regulatory consequences. To the extent the extended loan settlement process gives rise to short-term liquidity needs, we may hold cash, sell investments or temporarily borrow from banks or other lenders.
In purchasing participations, we generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and we may not directly benefit from the collateral supporting the debt obligation in which we have purchased the participation. As a result, we will assume the credit risk of both the borrower and the institution selling the participation.
In analyzing each bank loan or participation, our Adviser compares the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by us.
If the assets securing the loans that we make decrease in value, then we may lack sufficient collateral to cover losses.
To attempt to mitigate credit risks, we intend to take a security interest in the available assets of our portfolio companies. There is no assurance that we will obtain sufficient collateral to cover losses or properly perfect our liens.
There is a risk that the collateral securing our loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of a portfolio company to raise additional capital. In some circumstances, our lien could be subordinated to claims of other creditors. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loan’s terms, or that we will be able to collect on the loan should we be forced to enforce our remedies.
In addition, because we invest in technology-related companies, a substantial portion of the assets securing our investment may be in the form of intellectual property, if any, inventory and equipment and, to a lesser extent, cash and accounts receivable. Intellectual property, if any, that is securing our loan could lose value if, among other things, the company’s rights to the intellectual property are challenged or if the company’s license to the intellectual property is revoked or expires, the technology fails to achieve its intended results or a new technology makes the intellectual property functionally obsolete. Inventory may not be adequate to secure our loan if our valuation of the inventory at the time that we made the loan was not accurate or if there is a reduction in the demand for the inventory.
Similarly, any equipment securing our loan may not provide us with the anticipated security if there are changes in technology or advances in new equipment that render the particular equipment obsolete or of limited value, or if the company fails to adequately maintain or repair the equipment. Any one or more of the preceding factors could materially impair our ability to recover earned interest and principal in a foreclosure.
We may suffer a loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient.
In the event of a default by a portfolio company on a secured loan, we will only have recourse to the assets collateralizing the loan. If the underlying collateral value is less than the loan amount, we will suffer a loss. In addition, we may make loans that are unsecured, which are subject to the risk that other lenders may be directly secured by the assets of the portfolio company. In the event of a default, those collateralized lenders would have priority over us with respect to the proceeds of a sale of the underlying assets. In cases described above, we may lack control over the underlying asset collateralizing our loan or the underlying assets of the portfolio company prior to a default, and as a result the value of the collateral may be reduced by acts or omissions by owners or managers of the assets.
In the event of bankruptcy of a portfolio company, we may not have full recourse to its assets in order to satisfy our loan, or our loan may be subject to “equitable subordination.” This means that depending on the facts and circumstances, including the extent to which we actually provided significant “managerial assistance,” if any, to that portfolio company, a bankruptcy court might re-characterize our debt holding and subordinate all or a portion of our claim to that of other creditors. In addition, certain of our loans are subordinate to other debt of the portfolio company. If a portfolio company defaults on our loan or on debt senior to our loan, or in the event of a portfolio company bankruptcy, our loan will be satisfied only after the senior debt receives payment. Where debt senior to our loan exists, the presence of intercreditor arrangements may limit our ability to amend our loan documents, assign our loans, accept prepayments, exercise our remedies (through “standstill” periods) and control decisions made in bankruptcy proceedings relating to the portfolio company. Bankruptcy and portfolio company litigation can significantly increase collection losses and the time needed for us to acquire the underlying collateral in the event of a default, during which time the collateral may decline in value, causing us to suffer losses.
Borrowers of broadly syndicated loans may be permitted to designate unrestricted subsidiaries under the terms of their financing agreements, which would exclude such unrestricted subsidiaries from restrictive covenants under the financing agreement with the borrower. Without restriction under the financing agreement, the borrower could take various actions with respect to the unrestricted subsidiary including, among other things, incur debt, grant security on its assets, sell assets, pay dividends or distribute shares of the unrestricted subsidiary to the borrower’s shareholders. Any of these actions could increase the amount of leverage that the borrower is able to incur and increase the risk involved in our investments in broadly syndicated loans accordingly.
If the value of collateral underlying our loan declines or interest rates increase during the term of our loan, a portfolio company may not be able to obtain the necessary funds to repay our loan at maturity through refinancing.
Decreasing collateral value and/or increasing interest rates may hinder a portfolio company’s ability to refinance our loan because the underlying collateral cannot satisfy the debt service coverage requirements necessary to obtain new financing. In some instances a borrower may engage in liability management exercises with certain of its investors who agree to provide additional capital or capital on modified terms in exchange for a superior position in the portfolio company’s capital structure. In such instances, the collateral securing our investment may be reduced or our lien may be further subordinated. If a borrower is unable to repay our loan at maturity, we could suffer a loss which may adversely impact our financial performance.
We may not realize any income or gains from our equity investments.
We have invested in and may continue to invest in equity-related securities, including common equity, warrants, preferred stock and convertible preferred securities. These equity interests we acquire may not appreciate in value and, in fact, may decline in value if the company fails to perform financially or achieve its growth objectives. We will generally have little, if any, control over the timing of any gains we may realize from our equity investments since these securities may have restrictions on their transfer or may not have an active trading market. Equity investments also have experienced significantly more volatility in their returns and may under-perform relative to fixed income securities during certain periods. An adverse event, such as an unfavorable earnings report, may depress the value. Also, prices of equity investments are sensitive to general movements in the stock market and a drop in the stock market may depress the price of common stock investments to which we have exposure. Equity prices fluctuate for several reasons including changes in investors’ perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting the issuers occur. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase.
Although we expect to receive current income in the form of dividend payments on any convertible preferred equity investments, a substantial portion of the gains we expect to receive from our investments in such securities will likely be from the capital gains generated from the sale of our equity investments upon conversion of our convertible securities, the timing of which we cannot predict and we cannot guarantee that such sale will happen at all. We do not expect to generate capital gains from the sale of our portfolio investments on a level or uniform basis from quarter to quarter. In addition, any convertible preferred stock instruments will generally provide for conversion upon the portfolio companies’ achievement of certain milestone events, including a qualified public offering and/or a senior exchange listing for their common stock. However, there can be no assurance that our portfolio companies will obtain either a junior or senior exchange listing or, even if a listing is obtained, that an active trading market will ever develop in the common stock of our publicly traded portfolio companies. In addition, even if our portfolio companies obtain an exchange listing, we may be subject to lock-up provisions that prohibit us from selling our investments into the public market for specified periods of time after such listing.
As a result, the market price of securities that we hold may decline substantially before we are able to sell these securities following an exchange listing.
Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. Furthermore, due to the expected growth of our portfolio companies, we do not generally expect to receive dividend income from our common stock investments. In the case of cumulative preferred stock, there is no assurance that any dividends will ever be paid by a portfolio company. Dividends to any equity holders may be suspended or cancelled at any time. Investments in equity securities can carry additional risks and may have other characteristics that require investments to be made indirectly through blocker entities or otherwise. In addition, if an issuer of equity securities in which we have invested sells additional shares of its equity securities, our interest in the issuer may be diluted and the value of our investment could decrease.
We may invest, to the extent permitted by law, in the equity securities of investment funds that are operating pursuant to certain exceptions to the 1940 Act and in advisers to similar investment funds and, to the extent we so invest, will bear our ratable share of any such company’s expenses, including management and performance fees. We will also remain obligated to pay the base management fee, income based fee and capital gains incentive fee to our investment adviser with respect to the assets invested in the securities and instruments of such companies. With respect to each of these investments, each of our common stockholders will bear his or her share of the base management fee, income based fee and capital gains incentive fee due to our investment adviser as well as indirectly bearing the management and performance fees and other expenses of any such investment funds or advisers.
For the foregoing reasons, investments in equity securities can be highly speculative and carry a substantial risk of loss of investment.
The credit ratings of certain of our investments may not be indicative of the actual credit risk of such rated instruments.
Rating agencies rate debt securities based upon their assessment of the likelihood of the receipt of principal and interest payments. Rating agencies do not consider the risks of fluctuations in market value or other factors that may influence the value of debt securities. Therefore, the credit rating assigned to a particular instrument may not fully reflect the true risks of an investment in such instrument. Credit rating agencies may change their methods of evaluating credit risk and determining ratings. These changes may occur quickly and often. While we may give some consideration to ratings, ratings may not be indicative of the actual credit risk of our investments in rated instruments.
Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.
We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. When this occurs, we will generally reinvest these proceeds in temporary investments, pending their future investment in new portfolio companies. These temporary investments will typically have substantially lower yields than the debt being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments, net of prepayment fees, could negatively impact our return on equity. This risk will be more acute when interest rates decrease, as we may be unable to reinvest at rates as favorable as when we made our initial investment.
A redemption of convertible securities held by us could have an adverse effect on our ability to achieve our investment objective.
A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by us is called for redemption, we will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on our ability to achieve our investment objective.
To the extent original issue discount (“OID”) and payment-in-kind (“PIK”) interest income constitute a portion of our income, we will be exposed to risks associated with the deferred receipt of cash representing such income.
Our investments may include OID and PIK instruments. To the extent OID and PIK constitute a portion of our income, we will be exposed to risks associated with such income being required to be included in income for financial reporting purposes in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and taxable income prior to receipt of cash, including the following:
•Original issue discount instruments may have unreliable valuations because the accruals require judgments about collectability or deferred payments and the value of any associated collateral;
•Original issue discount instruments may create heightened credit risks because the inducement to the borrower to accept higher interest rates in exchange for the deferral of cash payments typically represents, to some extent, speculation on the part of the borrower;
•For U.S. GAAP purposes, cash distributions to shareholders that include a component of OID income do not come from paid-in capital, although they may be paid from the offering proceeds. Thus, although a distribution of OID income may come from the cash invested by the shareholders, the 1940 Act does not require that shareholders be given notice of this fact;
•The presence of OID and PIK creates the risk of non-refundable cash payments to our Adviser in the form of incentive fees on income based on non-cash OID and PIK accruals that may never be realized; and
•In the case of PIK, “toggle” debt, which gives the issuer the option to defer an interest payment in exchange for an increased interest rate in the future, the PIK election has the simultaneous effect of increasing the investment income, thus increasing the potential for realizing incentive fees.
Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.
Our strategy focuses on investing primarily in the debt of privately owned U.S. companies in a broad range of technology-related industries with a focus on originated transactions sourced through the networks of our Adviser. Our portfolio companies may have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt in which we invest. By their terms, such debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the debt instruments in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, any holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt instruments in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company and our portfolio company may not have sufficient assets to pay all equally ranking credit even if we hold senior, first-lien debt.
Our portfolio companies may be highly leveraged.
Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an investor. These companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies’ ability to finance their future operations and capital needs. As a result, these companies’ flexibility to respond to changing business and economic conditions and to take advantage of business opportunities may be limited. Further, a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.
If we cannot obtain debt financing or equity capital on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected.
Any working capital reserves we maintain may not be sufficient for investment purposes, and we may require additional debt financing or equity capital to operate. We generally are required to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our shareholders to maintain our tax treatment as a RIC. Accordingly, in the event that we need additional capital in the future for investments or for any other reason we may need to access the capital markets periodically to issue debt or equity securities or borrow from financial institutions in order to obtain such additional capital. These sources of funding may not be available to us due to unfavorable economic conditions, which could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. Consequently, if we cannot obtain further debt or equity financing on acceptable terms, our ability to acquire additional investments and to expand our operations will be adversely affected. As a result, we would be less able to diversify our portfolio and achieve our investment objective, which may negatively impact our results of operations and reduce our ability to make distributions to our shareholders. See “—If we are unable to obtain additional debt financing, or if our borrowing capacity is materially reduced, our business could be materially adversely affected.”
Defaults by our portfolio companies could jeopardize a portfolio company’s ability to meet its obligations under the debt or equity investments that we hold which could harm our operating results.
A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its debt financing and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio company’s ability to meet its obligations under the debt or equity investments that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company. In addition, some of the loans in which we may invest may be “covenant-lite” loans. We use the term “covenant-lite” loans to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.
As part of our lending activities, we may in certain opportunistic circumstances originate loans to companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Any such investment would involve a substantial degree of risk. In any reorganization or liquidation proceeding relating to a company that we fund, we may lose all or part of the amounts advanced to the borrower or may be required to accept collateral with a value less than the amount of the loan advanced by us to the borrower.
Subordinated liens on collateral securing debt investments that we may make to portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.
Certain debt investments that we will make in portfolio companies will be secured on a second priority lien basis by the same collateral securing senior debt of such companies. We also make debt investments in portfolio companies secured on a first priority basis. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the debt. In the event of a default, the holders of obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before us.
In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the debt obligations secured by the first priority or second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the debt obligations secured by the first priority or second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.
We may also make unsecured debt investments in portfolio companies, meaning that such investments will not benefit from any interest in collateral of such companies. Liens on any such portfolio company’s collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured debt agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured debt obligations after payment in full of all secured debt obligations. If such proceeds were not sufficient to repay the outstanding secured debt obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.
The rights we may have with respect to the collateral securing the debt investments we make in our portfolio companies with senior debt outstanding may also be limited pursuant to the terms of one or more inter-creditor agreements that we enter into with the holders of senior debt. Under such an inter-creditor agreement, at any time obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens: the ability to cause the commencement of enforcement proceedings against the collateral; the ability to control the conduct of such proceedings; the approval of amendments to collateral documents; releases of liens on the collateral; and waivers of past defaults under collateral documents. We may not have the ability to control or direct such actions, even if our rights are adversely affected.
Certain of our investments may be adversely affected by laws relating to fraudulent conveyance or voidable preferences.
Certain of our investments could be subject to federal bankruptcy law and state fraudulent transfer laws, which vary from state to state, if the debt obligations relating to certain investments were issued with the intent of hindering, delaying or defrauding creditors or, in certain circumstances, if the issuer receives less than reasonably equivalent value or fair consideration in return for issuing such debt obligations. If the debt proceeds are used for a buyout of shareholders, this risk is greater than if the debt proceeds are used for day-to-day operations or organic growth. If a court were to find that the issuance of the debt obligations was a fraudulent transfer or conveyance, the court could void or otherwise refuse to recognize the payment obligations under the debt obligations or the collateral supporting such obligations, further subordinate the debt obligations or the liens supporting such obligations to other existing and future indebtedness of the issuer or require us to repay any amounts received by us with respect to the debt obligations or collateral. In the event of a finding that a fraudulent transfer or conveyance occurred, we may not receive any repayment on such debt obligations.
Under certain circumstances, payments to us and distributions by us to our shareholders may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment or similar transaction under applicable bankruptcy and insolvency laws. Furthermore, investments in restructurings may be adversely affected by statutes relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the court’s discretionary power to disallow, subordinate or disenfranchise particular claims or re-characterize investments made in the form of debt as equity contributions.
There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.
Although we intend to structure certain of our investments as senior debt, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we provided managerial assistance to that portfolio company or a representative of us or our Adviser sat on the board of directors of such portfolio company, a bankruptcy court might re-characterize our debt investment and subordinate all or a portion of our claim to that of other creditors. In situations where a bankruptcy carries a high degree of political significance, our legal rights may be subordinated to other creditors.
In addition, a number of U.S. judicial decisions have upheld judgments obtained by borrowers against lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has violated a duty (whether implied or contractual) of good faith, commercial reasonableness and fair dealing, or a similar duty owed to the borrower or has assumed an excessive degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of our investments in portfolio companies (including that, as a BDC, we may be required to provide managerial assistance to those portfolio companies if they so request upon our offer), we may be subject to allegations of lender liability.
We generally will not control the business operations of our portfolio companies and, due to the illiquid nature of our holdings in our portfolio companies, we may not be able to dispose of our interests in our portfolio companies.
We do not currently, and do not expect in the future to control most of our portfolio companies, although we may have board representation or board observation rights, and our debt agreements may impose certain restrictive covenants on our borrowers. As a result, we are subject to the risk that a portfolio company in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as a debt investor. Due to the lack of liquidity for our investments in private companies, we may not be able to dispose of our interests in our portfolio companies as readily as we would like or at a favorable value. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings.
We and our portfolio companies are, and will continue to be, exposed to risks associated with changes in interest rates.
General interest rate fluctuations and changes in credit spreads on floating rate loans may have a substantial negative impact on our portfolio company investments and our investment opportunities and, accordingly, may have a material adverse effect on our rate of return on invested capital, our net investment income and our net asset value. The majority of our debt investments have, and are expected to have, variable interest rates that reset periodically based on benchmarks such as the SOFR, the SONIA, the Euro Interbank Offered Rate, the Federal Funds rate or Prime rate. The Federal Reserve decreased the federal funds rate three times in 2025. A reduction in the interest rates on new investments relative to interest rates on current investments could have an adverse impact on our net investment income. On the other hand, increases in interest rates have made and may continue to make it more difficult for our portfolio companies to service their obligations under the debt investments that we will hold and may increase defaults even where our investment income increases. Elevated interest rates could also cause borrowers to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. Additionally, higher interest rate loans may be less liquid as fewer investors may be willing to purchase such loans in the secondary market in light of the increased risk of a default by the borrower and the heightened risk of a loss of an investment in such loans. All of these risks may be exacerbated when interest rates rise rapidly and/or significantly. Decreases in credit spreads on debt that pays a floating rate of return would have an impact on the income generation of our floating rate assets. Trading prices for debt that pays a fixed rate of return tend to fall as interest rates rise. Trading prices tend to fluctuate more for fixed rate securities that have longer maturities.
Conversely, when interest rates decline, borrowers may refinance their loans at lower interest rates, which could shorten the average life of the loans and reduce the associated returns on the investment, as well as require our Adviser and the Adviser’s personnel to incur management time and expense to re-deploy such proceeds, including on terms that may not be as favorable as our existing loans.
In addition, because we borrow money to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. In periods of declining interest rates, we may earn less interest income from investments and our cost of funds will also decrease, to a lesser extent, given certain of our currently outstanding indebtedness bears interest at fixed rates, resulting in lower net investment income. Conversely, in periods of rising interest rates, our interest income will increase as the majority of our portfolio bears interest at variable rates while our cost of funds will also increase, to a lesser extent, resulting in an increase to our net investment income. In addition, in periods of elevated interest rates, our cost of funds increases, which tends to reduce our net investment income. We can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
We may hedge against interest rate fluctuations by using standard hedging instruments such as interest rate swap agreements, futures, options and forward contracts, subject to applicable legal requirements, including all necessary registrations (or exemptions from registration) with the Commodity Futures Trading Commission. In addition, our interest expense may not decrease at the same rate as overall interest rates because of our fixed rate borrowings, which could lead to greater declines in our net investment income.
These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged borrowings. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.
We do not have a policy governing the maturities of our investments. This means that we are subject to greater risk (other things being equal) than a fund invested solely in shorter-term securities. A decline in the prices of the debt we own could adversely affect our net asset value. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our dividend rate.
International investments create additional risks.
We may make investments in portfolio companies that are domiciled outside of the United States. Pursuant to our investment policies, we will not invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is an emerging market. Our investments in foreign portfolio companies are deemed “non-qualifying assets,” which means that, as required by the 1940 Act, such investments, along with other investments in non-qualifying assets, may not constitute more than 30% of our total assets at the time of our acquisition of any such asset, after giving effect to the acquisition. Notwithstanding the limitation on our ownership of foreign portfolio companies, such investments subject us to many of the same risks as our domestic investments, as well as certain additional risks, including the following:
•foreign governmental laws, rules and policies, including those relating to taxation and bankruptcy and restricting the ownership of assets in the foreign country or the repatriation of profits from the foreign country to the United States and any adverse changes in these laws;
•foreign currency devaluations that reduce the value of and returns on our foreign investments;
•adverse changes in the availability, cost and terms of investments due to the varying economic policies of a foreign country in which we invest;
•adverse changes in tax rates, the tax treatment of transaction structures and other changes in operating expenses of a particular foreign country in which we invest;
•the assessment of foreign-country taxes (including withholding taxes, transfer taxes and value added taxes, any or all of which could be significant) on income or gains from our investments in the foreign country;
•changes that adversely affect the social, political and/or economic stability of a foreign country in which we invest;
•high inflation in the foreign countries in which we invest, which could increase the costs to us of investing in those countries;
•deflationary periods in the foreign countries in which we invest, which could reduce demand for our assets in those countries and diminish the value of such investments and the related investment returns to us; and
•legal and logistical barriers in the foreign countries in which we invest that materially and adversely limit our ability to enforce our contractual rights with respect to those investments.
In addition, we may make investments in countries whose governments or economies may prove unstable. Certain of the countries in which we may invest may have political, economic and legal systems that are unpredictable, unreliable or otherwise inadequate with respect to the implementation, interpretation and enforcement of laws protecting asset ownership and economic interests. In some of the countries in which we may invest, there may be a risk of nationalization, expropriation or confiscatory taxation, which may have an adverse effect on our portfolio companies in those countries and the rates of return that we are able to achieve on such investments. We may also lose the total value of any investment which is nationalized, expropriated or confiscated. The financial results and investment opportunities available to us, particularly in developing countries and emerging markets, may be materially and adversely affected by any or all of these political, economic and legal risks.
We may expose ourselves to risks if we engage in risk management activities.
We have entered, and may in the future enter, into hedging transactions, which may expose us to risks associated with such transactions. We may seek to utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates and the relative value of certain debt securities from changes in market interest rates. Use of these hedging instruments may include counter-party credit risk. The scope of risk management activities we undertake varies based on the level of interest rates, prevailing foreign currency exchange rates, the types of investments that are made and other changing market conditions. To the extent we have non-U.S. investments, particularly investments denominated in non-U.S. currencies, our hedging costs will increase.
Hedging against a decline in the values of our portfolio positions would not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions were to decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions were to increase.
It also may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price.
The success of our hedging strategy will depend on our ability to correctly identify appropriate exposures for hedging. In connection with the March 2028 and April 2029 Notes, which bear interest at fixed rates, we entered into interest rate swaps to continue to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. However, unanticipated changes in currency exchange rates or other exposures that we might hedge may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary, as may the time period in which the hedge is effective relative to the time period of the related exposure.
For a variety of reasons, we may not seek to (or be able to) establish a perfect correlation between such hedging instruments and the positions being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations. Income derived from hedging transactions also is not eligible to be distributed to non-U.S. stockholders free from withholding taxes. Changes to the regulations applicable to the financial instruments we use to accomplish our hedging strategy could affect the effectiveness of that strategy. See “—The market structure applicable to derivatives imposed by the Dodd-Frank Act, the U.S. Commodity Futures Trading Commission (“CFTC”) and the SEC may affect our ability to use over-the-counter (“OTC”) derivatives for hedging purposes” and “We and our portfolio companies are, and will continue to be, exposed to risks associated with changes in interest rates.”
The market structure applicable to derivatives imposed by the Dodd-Frank Act, the U.S. Commodity Futures Trading Commission (“CFTC”) and the SEC may affect our ability to use over-the-counter (“OTC”) derivatives for hedging purposes.
The CFTC and the SEC have issued final rules establishing that certain swap transactions are subject to CFTC regulation. Engaging in such swap or other commodity interest transactions such as futures contracts or options on futures contracts may cause us to fall within the definition of “commodity pool” under the Commodity Exchange Act and related CFTC regulations. Our Adviser has claimed relief from CFTC registration and regulation as a commodity pool operator with respect to our operations, with the result that we are limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, we are subject to strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts we have entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. The Dodd-Frank Act also imposed requirements relating to real-time public and regulatory reporting of OTC derivative transactions, enhanced documentation requirements, position limits on an expanded array of derivatives, and recordkeeping requirements. Taken as a whole, these changes could significantly increase the cost of using uncleared OTC derivatives to hedge risks, including interest rate and foreign exchange risk; reduce the level of exposure we are able to obtain for risk management purposes through OTC derivatives (including as the result of the CFTC imposing position limits on additional products); reduce the amounts available to us to make non-derivatives investments; impair liquidity in certain OTC derivatives; and adversely affect the quality of execution pricing obtained by us, all of which could adversely impact our investment returns.
In addition, as a result of rules adopted by U.S. and foreign regulators concerning certain financial contracts, including OTC derivatives, entered into with counterparties that have been designated as global systemically important banking organizations, we may be restricted in our ability to terminate such contracts following the occurrence of certain insolvency-related default events. Transactions with these counterparties, therefore, carry heightened risk in the event that the counterparty defaults on its obligations to us.
Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.
Rule 18f-4 requires a BDC (or a registered investment company) that uses derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program and implement certain testing and board reporting requirements. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Under Rule 18f-4, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.
We may enter into total return swaps that would expose us to certain risks, including market risk, liquidity risk and other risks similar to those associated with the use of leverage.
A total return swap is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the total return swap, which may include a specified security or loan, basket of securities or loans or securities or loan indices during the specified period, in return for periodic payments based on a fixed or variable interest rate. A total return swap is typically used to obtain exposure to a security, loan or market without owning or taking physical custody of such security or loan or investing directly in such market. A total return swap may effectively add leverage to our portfolio because, in addition to our total net assets, we would be subject to investment exposure on the amount of securities or loans subject to the total return swap. A total return swap is also subject to the risk that a counterparty will default on its payment obligations thereunder or that we will not be able to meet our obligations to the counterparty. In addition, because a total return swap is a form of synthetic leverage, such arrangements are subject to risks similar to those associated with the use of leverage.
Our investment strategy focuses on technology-related companies, which are subject to many risks, including volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs and periodic downturns, and you could lose all or part of your investment.
We have adopted a policy to invest, under normal circumstances, at least 80% of the value of our assets in technology-related companies, many of which may have narrow product lines and small market shares, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as to general economic downturns. The revenues, income (or losses), and valuations of technology-related companies can and often do fluctuate suddenly and dramatically. In addition, technology-related industries are generally characterized by abrupt business cycles and intense competition. Overcapacity in technology-related industries, together with cyclical economic downturns, may result in substantial decreases in the market capitalization of many technology-related companies. Such decreases in market capitalization may occur again, and any future decreases in technology-related company valuations may be substantial and may not be temporary in nature. Therefore, our portfolio companies may face considerably more risk of loss than do companies in other industry sectors.
Because of rapid technological change, the average selling prices of products and some services provided by technology-related companies have historically decreased over their productive lives. As a result, the average selling prices of products and services offered by technology-related companies may decrease over time, which could adversely affect their operating results, their ability to meet obligations under their debt securities and the value of their equity securities. This could, in turn, materially adversely affect our business, financial condition and results of operations.
We may invest in technology -related companies that are reliant on U.S. and foreign regulatory and governmental program. Any material changes or discontinuation, due to change in administration or U.S. Congress or otherwise could have a material adverse effect on the operations of a portfolio company in these industries and, in turn, impair our ability to timely collect principal and interest payments owed to us to the extent applicable.
Our investments in life sciences-related companies may be subject to extensive government regulation, litigation risk and certain other risks particular to that industry.
We may invest in life sciences-related that may be subject to extensive regulation by federal, state and other foreign agencies. If any of these portfolio companies fail to comply with applicable regulations, they could be subject to significant penalties and claims that could materially and adversely affect their operations. Portfolio companies that produce medical devices or drugs are subject to the expense, delay and uncertainty of the regulatory approval process for their products and, even if approved, these products may not be accepted in the marketplace. In addition, governmental budgetary constraints effecting the regulatory approval process, new laws, regulations or judicial interpretations of existing laws and regulations might adversely affect a portfolio company in this industry.
Life sciences-related portfolio companies may also have a limited number of suppliers of necessary components or a limited number of manufacturers for their products, and therefore face a risk of disruption to their manufacturing process if they are unable to find alternative suppliers when needed. Any of these factors could materially and adversely affect the operations of a life sciences-related portfolio company and, in turn, impair our ability to timely collect principal and interest payments owed to us.
We may be subject to risks associated with our investments in the software industry.
Portfolio companies in the software industry are subject to a number of risks. The revenue, income (or losses) and valuations of software and other technology-related companies can and often do fluctuate suddenly and dramatically. In addition, because of rapid technological change, the average selling prices of software products have historically decreased over their productive lives. As a result, the average selling prices of software offered by our portfolio companies may decrease over time, which could adversely affect their operating results and, correspondingly, the value of any securities that we may hold. Additionally, companies operating in the software industry are subject to vigorous competition, changing technology, changing client and end-consumer needs, evolving industry standards and frequent introductions of new products and services. Our portfolio companies in the software industry may compete with other companies that operate in the global, regional and local software industries, and those competitors may be engaged in a greater range of businesses, have a larger installed base of customers for their existing products and services or have greater financial, technical, sales or other resources than our portfolio companies do. Our portfolio companies may lose market share if their competitors introduce or acquire new products that compete with their software and related services or add new features to their products.
Any of this could, in turn, materially adversely affect our business, financial condition and results of operations.
We cannot guarantee that we will be able to obtain various required licenses in U.S. states or in any other jurisdiction where they may be required in the future.
We are required to have and may be required in the future to obtain various state licenses to, among other things, originate commercial loans, and may be required to obtain similar licenses from other authorities, including outside of the United States, in the future in connection with one or more investments. Applying for and obtaining required licenses can be costly and take several months. We cannot assure you that we will maintain or obtain all of the licenses that we need on a timely basis. We also are and will be subject to various information and other requirements to maintain and obtain these licenses, and we cannot assure you that we will satisfy those requirements. Our failure to maintain or obtain licenses that we require, now or in the future, might restrict investment options and have other adverse consequences.
Certain investment analyses and decisions by our Adviser may be required to be undertaken on an expedited basis.
Investment analyses and decisions by our Adviser may be required to be undertaken on an expedited basis to take advantage of certain investment opportunities. While we generally will not seek to make an investment until our Adviser has conducted sufficient due diligence to make a determination as to the acceptability of the credit quality of the investment and the underlying issuer, in such cases, the information available to our Adviser at the time of making an investment decision may be limited. Therefore, no assurance can be given that our Adviser will have knowledge of all circumstances that may adversely affect an investment. In addition, our Adviser may rely upon independent consultants and others in connection with its evaluation of proposed investments. No assurance can be given as to the accuracy or completeness of the information provided by such independent consultants and we may incur liability as a result of such consultants’ actions, many of whom we will have limited recourse against in the event of any such inaccuracies.
We may not have the funds or ability to make additional investments in our portfolio companies.
After our initial investment in a portfolio company, we may be called upon from time to time to provide additional funds to such company or have the opportunity to increase our investment through the exercise of a warrant or other right to purchase common stock. There is no assurance that we will make, or will have sufficient funds to make, follow-on investments. Even if we do have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of risk, we prefer other opportunities, we are limited in our ability to do so by compliance with BDC requirements, or in order to maintain our RIC status. Our ability to make follow-on investments may also be limited by our Adviser’s allocation policies. Any decision not to make a follow-on investment or any inability on our part to make such an investment may have a negative impact on a portfolio company in need of such an investment, may result in a missed opportunity for us to increase our participation in a successful investment or may reduce the expected return to us on the investment.
We are subject to certain risks as a result of our interests in the CLO Preferred Shares.
Under the terms of the loan sale agreements entered into in connection with our debt securitization transactions with respect to the CLOs (collectively, the “CLO Transactions”), we and certain financing subsidiaries sold and/or contributed to the respective issuers in connection with the particular CLO Transaction (the "CLO Issuers"), all of the ownership interest in the portfolio loans and participations held by the CLO Issuers on the closing date for the CLO Transaction for the purchase price and other consideration set forth in such loan sale agreements. As a result of the CLO Transactions, we hold all of the preferred shares issued by the CLO Issuers (collectively, the “CLO Preferred Shares”), which comprise 100% of the equity interests (other than, in the case of CLO Issuers domiciled in the Cayman Islands, certain nominal interests held by a charitable trust for purposes of limiting the ability of the CLO Issuers to file for bankruptcy) in the CLO Issuers and in the case of certain CLO Transactions which have a Delaware limited liability company as co-issuer (the "CLO Co-Issuers"), such CLO Issuer in turn owns 100% of the equity of such CLO Co-Issuer. In the case of CLO Issuers organized in Delaware, we own the equity interests of such CLO Issuer (i.e., the CLO Preferred Shares). As a result, we expect to consolidate the financial statements of the CLO Issuers in our consolidated financial statements. However, once sold or contributed to a CLO, the underlying loans and participation interests have been securitized and are no longer our direct investment, and the risk return profile has been altered. In general, rather than holding interests in the underlying loans and participation interests, the CLO Transactions resulted in us holding equity interests in the CLO Issuers, with the CLO Issuers holding the underlying loans. As a result, we are subject both to the risks and benefits associated with the Preferred Shares and, indirectly, the risks and benefits associated with the underlying loans and participation interests held by the CLO Issuers. In addition, our ability to sell, amend or otherwise modify an underlying loan held by a CLO Issuer is subject to certain conditions and restrictions under the applicable CLO Transactions, which may prevent us from taking actions that we would take if we held such underlying loan directly.
The subordination of the CLO Preferred Shares will affect our right to payment.
The respective CLO Preferred Shares are subordinated to the notes issued and amounts borrowed by the CLO Issuers and CLO Co-Issuers, as applicable (collectively, the “CLO Debt”), respectively, and certain fees and expenses. If an overcollateralization test or an interest coverage test is not satisfied as of a determination date, the proceeds from the underlying loans otherwise payable to a CLO Issuer (which such CLO Issuer could have distributed with respect to the CLO Preferred Shares of such CLO Issuer) will be diverted to the payment of principal on the CLO Debt of such CLO Issuer.
See “—The CLO Indentures require mandatory redemption of the respective CLO Debt for failure to satisfy coverage tests, which would reduce the amounts available for distribution to us.”
On the scheduled maturity of the CLO Debt of a CLO Issuer or if such CLO Debt is accelerated after an event of default, proceeds available after the payment of certain administrative expenses will be applied to pay both principal of and interest on the such CLO Debt until such CLO Debt is paid in full before any further payment will be made on the CLO Preferred Shares of such CLO Issuer. As a result, such CLO Preferred Shares would not receive any payments until such CLO Debt is paid in full and under certain circumstances may not receive payments at any time.
In addition, if an event of default occurs and is continuing with respect to the CLO Debt of a CLO Issuer, the holders of such CLO Debt will be entitled to determine the remedies to be exercised under the indenture pursuant to which such CLO Debt was issued (each a “CLO Indenture” and collectively, the “CLO Indentures”). Remedies pursued by the holders of CLO Debt could be adverse to our interests as the holder of CLO Preferred Shares, and the holders of CLO Debt will have no obligation to consider any possible adverse effect on such our interest or the interest of any other person. See “ —The holders of certain CLO Debt will control many rights under the CLO Indentures and therefore, we will have limited rights in connection with an event of default or distributions thereunder.”
The CLO Preferred Shares represent leveraged investments in the underlying loan portfolio of the applicable CLO Issuer, which is a speculative investment technique that increases the risk to us as the owner of the CLO Preferred Shares. As the junior interest in a leveraged capital structure, the CLO Preferred Shares will bear the primary risk of deterioration in the performance of the applicable CLO Issuer and its portfolio of underlying loans.
The holders of certain CLO Debt will control many rights under the CLO Indentures and therefore, we will have limited rights in connection with an event of default or distributions thereunder.
Under each CLO Indenture, as long as any CLO Debt of the applicable CLO Issuer is outstanding, the holders of the senior-most outstanding class of such CLO Debt will have the right to direct the trustee or the applicable CLO Issuer to take certain actions under the applicable CLO Indenture or any related credit agreement. For example, these holders will have the right, following an event of default, to direct certain actions and control certain decisions, including the right to accelerate the maturity of applicable CLO Debt and, under certain circumstances, the liquidation of the collateral. Remedies pursued by such holders upon an event of default could be adverse to our interests.
Although we, as the holder of the CLO Preferred Shares, will have the right, subject to the conditions set forth in the CLO Indentures, to purchase assets in any liquidation of assets by the collateral trustee, if an event of default has occurred and is continuing, we will not have any creditors’ rights against the applicable CLO Issuer and will not have the right to determine the remedies to be exercised under the applicable CLO Indenture. There is no guarantee that any funds will remain to make distributions to us as the holder of the CLO Preferred Shares following any liquidation of assets and the application of the proceeds from such assets to pay the applicable CLO Debt and the fees, expenses, and other liabilities payable by the applicable CLO Issuer.
The CLO Indentures require mandatory redemption of the respective CLO Debt for failure to satisfy coverage tests, which would reduce the amounts available for distribution to us.
Under the CLO Indentures governing the CLO Transactions, there are two coverage tests applicable to CLO Debt. These tests apply to each CLO Transaction separately. If either coverage test with respect to a CLO Transaction is not satisfied on any determination date on which such test is applicable, the applicable CLO Issuer must apply available amounts to redeem its CLO Debt in an amount necessary to cause such test to be satisfied. This would reduce or eliminate the amounts otherwise available to make distributions to us as the holder of the CLO Preferred Shares of such CLO Issuer.
Climate change and climate-related effects may expose us to systemic, global, macroeconomic risks and could adversely affect our business and the businesses of our products’ portfolio companies.
Global climate change is widely considered to be a significant threat to the global economy. We and the companies in which we invest may face risks associated with climate change, including physical risks such as an increased frequency or severity of extreme weather events and rising sea levels and temperatures. In addition, climate change may also impact our profitability and costs, as well as pose systemic risks for our businesses and those of the companies in which we invest. For example, to the extent weather conditions are affected by climate change, energy use by us or the companies in which we invest could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of us or the companies in which we invest. On the other hand, a decrease in energy use due to weather changes may affect the financial condition of some of the companies in which we invest through decreased revenues. Additionally, extreme weather conditions in general require more system backup, adding to costs, including costs of insurance (particularly for real estate in certain regions), and can contribute to increased system stresses, including service interruptions.
While the United States has withdrawn from the Paris Agreement, various other regulatory and voluntary initiatives launched by international, federal, state, and regional policymakers and regulatory authorities as well as private actors seeking to reduce greenhouse gas emissions may expose our business operations, products and products’ portfolio companies to other types of transition risks, such as: (i) political and policy risks, (including changing regulatory incentives, and legal requirements including with respect to greenhouse gas emissions that could result in increased costs or changes in business operations), (ii) regulatory and litigation risks (including changing legal requirements that could result in increased permitting, tax and compliance costs, enhanced disclosure obligations, changes in business operations, or the discontinuance of certain operations, and litigation seeking monetary or injunctive relief related to impacts related to climate change), (iii) technology and market risks (including declining market for investments in industries seen as greenhouse gas intensive or less effective than alternatives in reducing greenhouse gas emissions), (iv) business trend risks (including requirements for certain portfolio companies related to capital expenditures, product or service redesigns, and changes to operations and supply chains to meet changing customer expectations, and the increased attention to ESG considerations by our investors including in connection with their determination of whether to invest), and (v) potential harm to our reputation if our shareholders believe that we are not adequately or appropriately responding to climate change and/or climate risk management, including through the way in which we operate our business, the composition of portfolio, our new investments or the decisions we make to continue to conduct or change our activities in response to climate change considerations.
Risks Related to an Investment in Our Common Stock
The market value of our common stock may fluctuate significantly.
In the past, shares of BDCs, including at times shares of our common stock, have traded at prices per share below net asset value per share. We cannot predict whether our common stock will trade at a price per share above, at or below net asset value per share. The value and liquidity, if any, of the market for shares of our common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:
•changes in the value of our portfolio of investments and derivative instruments as a result of changes in market factors, such as interest rate shifts, and also portfolio specific performance, such as portfolio company defaults, among other reasons;
•changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;
•loss of RIC tax treatment or BDC status;
•distributions that exceed our net investment income and net income as reported according to U.S. GAAP;
•changes in earnings or variations in operating results;
•changes in accounting guidelines governing valuation of our investments;
•adverse publicity about the investment management industry generally or individual scandals specifically;
•a breach of our computer systems, software or networks, or misappropriation of our proprietary information;
•any shortfall in revenue or net income or any increase in losses from levels expected by investors;
•departure of our Adviser or certain of its key personnel;
•general economic trends and other external factors; and
•loss of a major funding source.
Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.
Sales of substantial amounts of our common stock or the perception that such sales could occur could adversely affect the prevailing market prices for our common stock. If this occurs, it could impair our ability to raise additional capital through the sale of equity securities should we desire to do so. We cannot predict what effect, if any, future sales of securities or the availability of securities for future sales will have on the market price of our common stock prevailing from time to time.
Our stock repurchase program could affect the price of our common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock.
Our Board has approved a share repurchase program for us to repurchase shares of our common stock and may approve additional share repurchase programs in the future. On May 27, 2025, our Board approved the 2025 Stock Repurchase Program under which we may repurchase up to $200 million of our outstanding common stock. Under the 2025 Stock Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. Unless extended by our Board, the 2025 Stock Repurchase Program will terminate 18-months from the date of the Exchange Listing.
The 2025 Stock Repurchase Program is discretionary and whether purchases will be made under the 2025 Stock Repurchase Program and how much will be purchased at any time is uncertain, dependent on prevailing market prices and trading volumes, all of which we cannot predict. These activities and activities under any future stock repurchase programs may have the effect of maintaining the market price of our common stock or retarding a decline in the market price of the common stock, and, as a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. Repurchases pursuant to the 2025 Stock Repurchase Program and any future stock repurchase programs could affect the price of our common stock and increase its volatility. The existence of the 2025 Stock Repurchase Program could also cause the price of our common stock to be higher than it would be in the absence of such a plan and could potentially reduce the market liquidity for our common stock.
There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased such shares. Any failure to repurchase shares after we have announced our intention to do so may negatively impact our reputation and investor confidence in us and may negatively impact our stock price. Although the 2025 Stock Repurchase Program is intended to enhance long-term stockholder value, short-term stock price fluctuations could reduce the 2025 Stock Repurchase Program’s effectiveness.
A shareholder’s interest in us will be diluted if we issue additional shares, which could reduce the overall value of an investment in us.
Our shareholders do not have preemptive rights to purchase any shares we issue in the future. Our charter authorizes us to issue up to 1 billion shares of common stock. Pursuant to our charter, a majority of our entire Board may amend our charter to increase the number of shares of common stock we may issue without shareholder approval. Our Board may elect to sell additional shares in the future or issue equity interests in private offerings. To the extent we issue additional equity interests at or below net asset value, your percentage ownership interest in us may be diluted. In addition, depending upon the terms and pricing of any additional offerings and the value of our investments, you may also experience dilution in the book value and fair value of your shares.
Under the 1940 Act, we generally are prohibited from issuing or selling our common stock at a price below net asset value per share, which may be a disadvantage as compared with certain public companies. We may, however, sell our common stock, or warrants, options, or rights to acquire our common stock, at a price below the current net asset value of our common stock if our Board and independent directors determine that such sale is in our best interests and the best interests of our shareholders, and our shareholders, including a majority of those shareholders that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the fair value of such securities (less any distributing commission or discount). If we raise additional funds by issuing common stock or senior securities convertible into, or exchangeable for, our common stock, then the percentage ownership of our shareholders at that time will decrease and you will experience dilution.
Certain provisions of our charter and actions of our Board could deter takeover attempts and have an adverse impact on the value of shares of our common stock.
Our charter, as well as certain statutory and regulatory requirements, contain certain provisions that may have the effect of discouraging a third party from attempting to acquire us. Our Board is divided into three classes of directors serving staggered three-year terms, which could prevent shareholders from removing a majority of directors in any given election. Our Board may, without shareholder action, authorize the issuance of shares in one or more classes or series, including shares of preferred stock; and our Board may, without shareholder action, amend our charter to increase the number of shares of our common stock, of any class or series, that we will have authority to issue. These anti-takeover provisions may inhibit a change of control in circumstances that could give the holders of shares of our common stock the opportunity to realize a premium over the value of shares of our common stock.
Investing in our securities involves a high degree of risk.
The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options, including volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in our common stock may not be suitable for someone with lower risk tolerance.
We may experience fluctuations in our quarterly results.
We could experience fluctuations in our quarterly operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, the interest rate payable on the loans or other debt securities we originate or acquire, the level of our expenses (including our borrowing costs), variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods or the full fiscal year.
The amount of any distributions we may make on our common stock is uncertain. We may not be able to pay distributions to shareholders, or be able to sustain distributions at any particular level, and our distributions per share, if any, may not grow over time, and our distributions per share may be reduced. We have not established any limits on the extent to which we may use borrowings, if any, and we may use sources other than cash flows from operations to fund distributions (which may reduce the amount of capital we ultimately invest in portfolio companies).
Subject to our Board’s discretion and applicable legal restrictions, we intend to authorize and declare cash distributions on a monthly or quarterly basis and pay such distributions on a monthly or quarterly basis. We expect to pay distributions out of assets legally available for distribution. However, we cannot assure you that we will achieve investment results that will allow us to make a consistent targeted level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by the impact of the risks described herein. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC under the 1940 Act can limit our ability to pay distributions. Distributions from sources other than cash flows from operations also could reduce the amount of capital we ultimately invest in debt or equity securities of portfolio companies.
We cannot assure you that we will pay distributions to our shareholders in the future.
Distributions on our common stock may exceed our taxable earnings and profits. Therefore, portions of the distributions that we pay may represent a return of capital to you. A return of capital is a return of a portion of your original investment in shares of our common stock. As a result, a return of capital will (i) lower your adjusted tax basis in your shares and thereby increase the amount of capital gain (or decrease the amount of capital loss) realized upon a subsequent sale or redemption of such shares, and (ii) reduce the amount of funds we have for investment in portfolio companies. We have not established any limit on the extent to which we may use offering proceeds to fund distributions.
We may pay our distributions from offering proceeds in anticipation of future cash flow, which may constitute a return of your capital and will lower your adjusted tax basis in your shares, thereby increasing the amount of capital gain (or decreasing the amount of capital loss) realized upon a subsequent sale or redemption of such shares, even if such shares have not increased in value or have, in fact, lost value. Distributions from offering proceeds also could reduce the amount of capital we ultimately have available to invest in portfolio companies.
Our stockholders could receive shares of our common stock as dividends, which could result in adverse tax consequences to them.
Although we currently do not intend to do so, we are permitted to declare a large portion of a dividend in shares of common stock instead of cash at the election of each stockholder. Revenue procedures issued by the IRS allow a publicly offered RIC to distribute its own stock as a dividend for the purpose of fulfilling its distribution requirements, if certain conditions are satisfied. Among other things, the aggregate amount of cash available to be distributed to all stockholders is required to be at least 20% of the aggregate declared distribution. The Internal Revenue Service has also issued private letter rulings on cash/stock dividends paid by RICs and real estate investment trusts where the cash component is limited to 20% of the total distribution if certain requirements are satisfied. Stockholders receiving such dividends will be required to include the full amount of the dividend (including the portion payable in stock) as ordinary income (or, in certain circumstances, long-term capital gain) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, stockholders could be required to pay income taxes with respect to such dividends in excess of the cash dividends received. It is unclear to what extent we will be able to pay taxable dividends in cash and common stock (whether pursuant to IRS Revenue Procedures, a private letter ruling or otherwise).
Shareholders will experience dilution in their ownership percentage if they do not participate in our distribution reinvestment plan.
All distributions declared in cash payable to shareholders that are participants in our distribution reinvestment plan will generally be automatically reinvested in shares of our common stock unless the investor opts out of the plan. As a result, shareholders that do not elect to participate in our distribution reinvestment plan will experience dilution over time.
Preferred stock could be issued with rights and preferences that would adversely affect holders of our common stock.
Under the terms of our charter, our Board is authorized to issue shares of preferred stock in one or more series without shareholder approval, which could potentially adversely affect the interests of existing shareholders. In particular, holders of preferred stock are required to have certain voting rights when there are unpaid dividends and priority over other classes of securities as to distribution of assets or payment of dividends.
If we issue preferred stock or convertible debt securities, the net asset value of our common stock may become more volatile.
We cannot assure you that the issuance of preferred stock and/or convertible debt securities would result in a higher yield or return to the holders of our common stock. The issuance of preferred stock or convertible debt would likely cause the net asset value of our common stock to become more volatile. If the dividend rate on the preferred stock, or the interest rate on the convertible debt securities, were to approach the net rate of return on our investment portfolio, the benefit of such leverage to the holders of our common stock would be reduced. If the dividend rate on the preferred stock, or the interest rate on the debt securities, were to exceed the net rate of return on our portfolio, the use of leverage would result in a lower rate of return to the holders of common stock than if we had not issued the preferred stock or convertible debt securities. Any decline in the net asset value of our investment would be borne entirely by the holders of our common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of our common stock than if we were not leveraged through the issuance of preferred stock or debt securities. This decline in net asset value would also tend to cause a greater decline in the market price, if any, for our common stock.
There is also a risk that, in the event of a sharp decline in the value of our net assets, we would be in danger of failing to maintain required asset coverage ratios, which may be required by the preferred stock or convertible debt, or our current investment income might not be sufficient to meet the dividend requirements on the preferred stock or the interest payments on the debt securities. In order to counteract such an event, we might need to liquidate investments in order to fund the redemption of some or all of the preferred stock or convertible debt. In addition, we would pay (and the holders of our common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock, convertible debt, or any combination of these securities. Holders of preferred stock or convertible debt may have different interests than holders of common stock and may at times have disproportionate influence over our affairs.
Holders of any preferred stock that we may issue will have the right to elect certain members of the Board and have class voting rights on certain matters.
The 1940 Act requires that holders of shares of preferred stock must be entitled as a class to elect two directors at all times and to elect a majority of the directors if dividends on such preferred stock are in arrears by two years or more, until such arrearage is eliminated. In addition, certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock, including changes in fundamental investment restrictions and conversion to open end status and, accordingly, preferred shareholders could veto any such changes. Restrictions imposed on the declarations and payment of dividends or other distributions to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies, might impair our ability to maintain our tax treatment as a RIC for U.S. federal income tax purposes.
Risks Related to an Investment in our Unsecured Notes
Our unsecured notes are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future.
We have issued notes that are unsecured by any of our assets or any of the assets of our subsidiaries. As a result, these notes are effectively subordinated, or junior, to any secured indebtedness or other obligations we or our subsidiaries have currently incurred and may incur in the future (or any indebtedness that is initially unsecured that we later secure) to the extent of the value of the assets securing such indebtedness. Substantially all of our subsidiaries’ assets are currently pledged as collateral under our credit facilities or in connection with our CLOs. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the unsecured notes. Secured indebtedness is effectively senior to the unsecured notes to the extent of the value of the assets securing such indebtedness.
Our unsecured notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The unsecured notes are exclusively our obligations and not of any of our subsidiaries. None of our subsidiaries are a guarantor of the unsecured notes and the unsecured notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority over our equity interests in such subsidiaries (and therefore the claims of our creditors, including holders of the unsecured notes) with respect to the assets of such subsidiaries. Even if we are recognized as a creditor of one or more of our subsidiaries, our claims would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the unsecured notes will be structurally subordinated, or junior, to our SPV Asset Facilities and CLOs and all existing and future indebtedness and other obligations (including trade payables) incurred by any of our subsidiaries, financing vehicles or similar facilities and any subsidiaries, financing vehicles or similar facilities that we may in the future acquire or establish. Our subsidiaries may incur indebtedness in the future, all of which would be structurally senior to the unsecured notes.
A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or our notes, if any, or change in the debt markets, could cause the liquidity or market value of our notes to decline significantly.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our notes. These credit ratings may not reflect the potential impact of risks relating to the structure or marketing of our notes. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion.
An increase in market interest rates could result in a decrease in the market value of our unsecured notes.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices of our unsecured notes. In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest decline in value. We cannot predict the future level of market interest rates.
The indenture under which the unsecured notes were issued contains limited protection for holders of our unsecured notes.
The indenture offers limited protection to holders of our unsecured notes. The terms of the indenture and the unsecured notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on your investment in the unsecured notes. In particular, the terms of the indenture and the unsecured notes will not place any restrictions on our or our subsidiaries’ ability to:
•issue securities or otherwise incur additional indebtedness or other obligations other than an incurrence of indebtedness or other obligations that would cause a violation of Section 18(a)(1)(A) as modified by Section 61(a) of the 1940 Act or any successor provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the SEC. Currently, these provisions generally prohibit us from incurring additional borrowings, including through the issuance of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 150% after such borrowings;
•pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the unsecured notes;
•sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);
•create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;
•enter into transactions with affiliates;
•make investments; or
•create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
Furthermore, the terms of the indenture and the unsecured notes do not protect holders of the unsecured notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow or liquidity.
Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the unsecured notes may have important consequences for you as a holder of the unsecured notes, including making it more difficult for us to satisfy our obligations with respect to the unsecured notes or negatively affecting the trading value of the unsecured notes.
Certain of our current debt instruments include more protections for their holders than the indenture and the unsecured notes. In addition, other debt we issue or incur in the future could contain more protections for its holders than the indenture and the unsecured notes, including additional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the unsecured notes.
The optional redemption provision may materially adversely affect a noteholders return on the unsecured notes.
The unsecured notes are redeemable in whole or in part at any time or from time to time at our option. We may choose to redeem the unsecured notes at times when prevailing interest rates are lower than the interest rate paid on the unsecured notes. In this circumstance, a noteholder may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the unsecured notes being redeemed.
We may not be able to repurchase the unsecured notes upon a Change of Control Repurchase Event.
Upon the occurrence of a Change of Control Repurchase Event, as defined in the indenture that governs the unsecured notes, as supplemented, subject to certain conditions, we will be required to offer to repurchase all outstanding unsecured notes at 100% of their principal amount, plus accrued and unpaid interest. The source of funds for that purchase of the unsecured notes will be our available cash or cash generated from our operations or other potential sources, including borrowings, investment repayments, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any Change of Control Repurchase Event to make required repurchases of the unsecured notes tendered. Our debt instruments may contain restrictions and provisions that we would have to comply with in connection with any repurchase of the unsecured notes. If the holders of the unsecured notes exercise their right to require us to repurchase all the unsecured notes upon a Change of Control Repurchase Event, the financial effect of this repurchase could cause a default under our existing or future debt instruments, even if the Change of Control Repurchase Event itself would not cause a default. It is possible that we will not have sufficient funds at the time of the Change of Control Repurchase Event to make the required repurchase of the unsecured notes or our other debt.
If an active trading market does not develop for the unsecured notes, noteholders may not be able to resell them.
We do not intend to apply for listing of the unsecured notes on any securities exchange or for quotation of the unsecured notes on any automated dealer quotation system. If no active trading market develops, noteholders may not be able to resell the unsecured notes at their fair market value or at all. If the unsecured notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, general economic conditions, our financial condition, performance and prospects and other factors. We cannot assure noteholders that a liquid trading market will develop for the unsecured notes, that noteholders will be able to sell the unsecured notes at a particular time or that the price noteholders receive when they sell will be favorable. To the extent an active trading market does not develop for the unsecured notes, the liquidity and trading price for the unsecured notes may be harmed. Accordingly, noteholders may be required to bear the financial risk of an investment in the unsecured notes for an indefinite period of time.
Risks Related to U.S. Federal Income Tax
We cannot predict how new tax legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.
Legislative or other actions relating to taxes could have a negative effect on us. The laws pertaining to U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. The likelihood of any such legislation being enacted is uncertain. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could have adverse tax consequences, such as significantly and negatively affecting our ability to qualify for tax treatment as a RIC or negatively affecting the U.S. federal income tax consequences applicable to us and our investors as a result of such qualification. For example, on July 4, 2025, the United States enacted “An Act to Provide for reconciliation Pursuant to Title II of H. Con. Res. 14” (the “Act”), also known as the “One Big Beautiful Bill,” which includes significant amendments to the Code. The Act did not have a material impact on our consolidated financial statements. Shareholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our common stock.
We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain our tax treatment as a RIC under subchapter M of the Code.
To maintain RIC tax treatment under the Code, we must meet the following minimum annual distribution, income source and asset diversification requirements. See “ITEM 1. BUSINESS — Certain U.S. Federal Income Tax Considerations.”
The Annual Distribution Requirement for a RIC generally will be satisfied if we distribute to our shareholders on an annual basis at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short term capital gains over realized net long term capital losses. In addition, a RIC may, in certain cases, satisfy the Annual Distribution Requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of Subchapter M. We would be subject to U.S. federal income tax imposed at regular corporate rates on retained income and/or gains, including any short term capital gains or long term capital gains. We also must make distributions to satisfy the Excise Tax Avoidance Requirement and avoid a 4% excise tax on certain undistributed income. Because we may use debt financing, we are subject to (i) an asset coverage ratio requirement under the 1940 Act and may, in the future, be subject to (ii) certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirements. If we are unable to obtain cash from other sources, or choose or are required to retain a portion of our taxable income or gains, we could (1) be required to pay excise taxes and (2) fail to qualify for RIC tax treatment.
The income source requirement will be satisfied if we obtain at least 90% of our annual income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain “qualified publicly traded partnerships,” (as that term is defined in the Code)or other income derived from the business of investing in stock or securities.
In addition, we are required to satisfy certain asset diversification requirements at the end of each quarter of our taxable year. Specifically, to satisfy these requirements (1) at least 50% of the value of our assets must consist of cash, cash items (including receivables), U.S. government securities, securities of other RICs, and other securities, if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and (2) no more than 25% of the value of our assets may be invested in (i) the securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) the securities, other than the securities of other RICs, of two or more issuers that are controlled by us and which are determined, under applicable Treasury regulations, to be engaged in the same or similar or related trades or businesses, or (iii) the securities of certain “qualified publicly traded partnerships (as that term is defined in the Code).” Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.
If we fail to qualify for or maintain RIC tax treatment for any reason, and certain cure provisions are not applicable, we would be subject to U.S. federal income tax imposed at corporate rates on all of our taxable income (including our net capital gains). We would not be able to deduct distributions to our shareholders, nor would they be required to be made. The resulting taxes could substantially reduce our net assets, the amount of income available for distribution, and the amount of our distributions.
We may invest in certain debt and equity investments through subsidiaries that are classified as corporations for U.S. federal income tax purposes,and the net taxable income of these taxable subsidiaries will be subject to U.S. federal income and state and local taxes imposed at corporate rates. We may invest in certain foreign debt and equity investments, which could be subject to foreign taxes (such as income tax, withholding, and value added taxes).
We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.
For U.S. federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash.
For example, since we will likely hold debt obligations that are treated under applicable tax rules as having OID (such as debt instruments with PIK, secondary market purchases of debt securities at a discount to par, interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as unrealized appreciation for foreign currency forward contracts and deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. Furthermore, we may invest in non-U.S. corporations (or other non-U.S. entities treated as corporations for U.S. federal income tax purposes) that could be treated under the Code and U.S. Treasury regulations as “passive foreign investment companies” and/or “controlled foreign corporations.” The rules relating to investment in these types of non-U.S. entities are designed to limit deferral and generally require the current inclusion of income derived by the entity. In certain circumstances, this could require us to recognize income where we do not receive a corresponding payment in cash.
Unrealized appreciation on derivatives, such as foreign currency forward contracts, may be included in taxable income while the receipt of cash may occur in a subsequent period when the related contract expires. Any unrealized depreciation on investments that the foreign currency forward contracts are designed to hedge are not currently deductible for tax purposes. This can result in increased taxable income whereby we may not have sufficient cash to pay distributions or we may opt to retain such taxable income and pay U.S. federal income or excise tax. In such cases we could still rely upon the “spillover provisions” to maintain RIC tax treatment.
We anticipate that a portion of our income may constitute OID or other income required to be included in taxable income prior to receipt of cash. Further, we may elect to amortize market discounts with respect to debt securities acquired in the secondary market and include such amounts in our taxable income in the current year, instead of upon disposition, as an election not to do so would limit our ability to deduct interest expenses for tax purposes. Because any OID or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our shareholders in order to satisfy the Annual Distribution Requirement, even if we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the Annual Distribution Requirement necessary to maintain RIC tax treatment under the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, make a partial share distribution, or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, and choose not to make a qualifying share distribution, we may fail to qualify for RIC tax treatment and thus become subject to U.S. federal income tax imposed at corporate rates.
General Risk Factors
Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.
We and our portfolio companies are subject to regulation by laws at the local, state, and federal levels. These laws and regulations, as well as their interpretation, could change from time to time, including as the result of interpretive guidance or other directives from the current U.S. Presidential administration, and new laws, regulations and interpretations could also come into effect. Any new or changed laws or regulations could have a material adverse effect on our business, and political uncertainty could increase regulatory uncertainty in the near term.
A single political party currently controls both the executive and legislative branches of government, which increases the likelihood that legislation may be adopted that could significantly affect the regulation of U.S. financial markets. Regulatory changes could result in greater competition from banks and other lenders with which we compete for lending and other investment opportunities. The United States may also potentially withdraw from or renegotiate various trade agreements and take other actions that would change current trade policies of the United States. In addition, in June 2024, the U.S. Supreme Court reversed its longstanding approach under the Chevron doctrine, which provided for judicial deference to regulatory agencies. As a result of this decision, there may be increased challenges to existing agency regulations and it is unclear how lower courts will apply the decision in the context of other regulatory schemes without more specific guidance from the U.S. Supreme Court. For example, the decision could significantly impact consumer protection, advertising, privacy, AI technologies, anti-corruption and anti-money laundering practices and other regulatory regimes with which we are required to comply. Any such regulatory developments could result in uncertainty about and changes in the ways such regulations apply to us and our portfolio companies, and may require additional resources to ensure our continued compliance. We cannot predict which, if any, of these actions will be taken or, if taken, their effect on the financial stability of the United States. Such actions could have a significant adverse effect on our business, financial condition and results of operations.
Changes to the laws and regulations governing our permitted investments may require a change to our investment strategy. Such changes could differ materially from our strategies and plans as set forth in this report and may shift our investment focus from the areas of expertise of our Adviser. Thus, any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment in us.
Economic sanction laws in the U.S. and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companies.
Economic sanction laws in the U.S. and other jurisdictions may restrict or prohibit us or our affiliates from transacting with certain countries, territories, individuals and entities. In the U.S., the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, executive orders and regulations establishing U.S. economic and trade sanctions, which restrict or prohibit, among other things, direct and indirect transactions with, and the provision of services to, certain countries, territories, industry sectors, individuals and entities. These types of sanctions may significantly restrict or completely prohibit lending activities in certain jurisdictions, and violation of any such laws or regulations, may result in significant legal and monetary penalties, as well as reputational damage. OFAC sanctions programs change frequently, which may make it more difficult for us or our affiliates to ensure compliance. Moreover, OFAC enforcement is increasing, which may increase the risk that we become the subject of such actual or threatened enforcement. Sanctions laws and regulations enforced by other countries may conflict with U.S. law such that compliance with both becomes difficult or even impossible.
Additionally, Section 2019 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (the “ITRA”) amended the Exchange Act to require companies subject to SEC reporting obligations under Section 13 of the Exchange Act to disclose in their periodic reports specified dealings or transactions involving Iran or other individuals and entities targeted by OFAC during the period covered by the relevant periodic report. In some cases, the ITRA requires companies to disclose these types of transactions even if they were permissible under U.S. law. Companies that currently may be or may have been at the time considered our affiliates, may have from time to time publicly filed and/or provided to us such disclosures. We do not independently verify or participate in the preparation of these disclosures. We are required, either periodically or annually to separately file with the SEC a notice when such activities have been disclosed, and the SEC is required to post such notice of disclosure on its website and send the report to the President and certain U.S. Congressional committees. Disclosure of such activity, even if such activity is not subject to sanctions under applicable law, and any sanctions actually imposed on us or our affiliates as a result of these activities, could harm our reputation and have a negative impact on our business, financial condition and results of operations, and any failure to disclose any such activities as required could additionally result in fines or penalties.
Failure to comply with anti-corruption laws or with regulations regarding the prevention of money laundering or terrorism or national security could adversely affect our business.
We and the Adviser are committed to complying with all applicable anti-corruption and anti-bribery laws. As a result, the Adviser may forgo investment opportunities because of our unwillingness to participate in transactions that may expose us to risks under applicable anti-corruption and anti-bribery laws. Law enforcement agencies in the European Union, the United Kingdom, the United States and elsewhere devote significant resources to enforcement of anti-corruption and anti-bribery laws and regulations. Any failure to comply with anti-corruption and anti-bribery laws and regulations could have serious legal, financial and reputational consequences, including operational disruptions and significant financial penalties.
As part of our responsibility for the prevention of money laundering under applicable laws, we may require detailed verification of a prospective investor’s identity and the source of such prospective investor’s funds. We may from time to time request additional information as may be required for us to satisfy our obligations under these and other laws that may be adopted in the future. Additionally, we may from time to time be obligated to file reports with regulatory authorities in various jurisdictions with regard to, among other things, the identity of our investors and suspicious activities involving investments in us. In the event it is determined that any investor, or any direct or indirect owner of any investor, is a person identified in any of these laws as a prohibited person, or is otherwise engaged in activities of the type prohibited under these laws, we may be obligated, among other actions to be taken, to withhold distributions of any funds otherwise owing to such investor or to cause such investor’s interests to be cancelled or otherwise redeemed (without the payment of any consideration in respect of those interests).
The Bank Secrecy Act of 1970 and the USA PATRIOT Act require that financial institutions (a term that includes banks, broker-dealers and investment companies) establish and maintain compliance programs to guard against money laundering activities. These implementing regulations were amended to include registered investment advisers within scope of financial institutions that will be obliged to adopt stand-alone anti-money laundering programs, though the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) has postponed the effective date of the amendment to January 1, 2028 and announced its intention to revisit the scope and applicability of the amendment to certain asset managers at a future date. Laws or regulations may presently or in the future require us, any of our affiliates or other service providers to establish additional anti-money laundering procedures, to collect information with respect to our products’ investors, to share information with governmental authorities with respect to our products’ investors or to implement additional restrictions on the transfer of the interests. These requirements can lead to increased expenses and exposure to enforcement actions.
Heightened scrutiny of the financial services industry by regulators may materially and adversely affect our business.
The financial services industry has been the subject of heightened scrutiny by regulators around the globe. In particular, the SEC and its staff have focused more narrowly on issues relevant to alternative asset management firms, including by forming specialized units devoted to examining such firms and, in certain cases, bringing enforcement actions against the firms, their principals and employees. In recent periods there have been a number of enforcement actions within the industry, and it is expected that the SEC will continue to pursue enforcement actions against asset managers.
The current administration and the current leadership of the SEC have indicated that they intend to not adopt certain proposals or modify or repeal certain regulations perceived as burdensome to private fund advisers, particularly those related to sustainability investing and cybersecurity. This enforcement activity and the evolving regulatory landscape have caused, and could further cause us to reevaluate certain practices and adjust our compliance control function as necessary and appropriate.
The SEC’s recent lists of examination priorities include such items as assessments of investment advisers’ adherence to fiduciary standards of conduct and effectiveness of advisers’ compliance programs, as well as specific priority areas for advisers to private funds, including disclosure of conflicts of interests and risks, and adequacy of policies and procedures; and advisory of alternative investment strategies or complex investment products. The SEC also highlighted its focus on investment advisers that are dually registered as broker-dealers and compliance with newly adopted SEC rules, including ) Regulations S-ID and S-P. Many firms have received inquiries during examinations or directly from the SEC’s Division of Enforcement regarding various transparency-related topics, including the acceleration of monitoring fees, the allocation of broken-deal expenses, outside business activities of firm principals and employees, group purchasing arrangements, and general conflicts of interest disclosures. While we believe we have made appropriate and timely disclosures regarding the foregoing, the SEC staff may disagree.
Further, the SEC has previously highlighted BDC board oversight and valuation practices as one of its areas of focus in investment adviser examinations and has instituted enforcement actions against advisers for misleading investors about valuation.
If the SEC were to investigate our Adviser and find errors in its methodologies or procedures, our Adviser could be subject to penalties and fines, which could in turn harm our reputation and our business, financial condition and results of operations could be materially and adversely affected. Similarly, from time to time we or our Adviser could become the subject of litigation or other similar claims. Any investigations, litigation or similar claims could continue without resolution for long periods of time and could consume substantial amounts of our management’s time and attention, and that time and attention and the devotion of associated resources could, at times, be disproportionate to the amounts at stake. Investigations, litigations and other claims are subject to inherent uncertainties, and a material adverse impact on our financial statements could occur for the period in which the effect of an unfavorable final outcome in an investigation, litigation or other similar claims becomes probable and reasonably estimable. In addition, we could incur expenses associated with defending ourselves against investigations, litigation and other similar claims, and these expenses could be material to our earnings in future periods.
Credit funds have been the subject of increasing regulatory focus at international and regional levels. To the extent that we are engaged in lending activity, we may be subject to restrictions on our activities and be obliged to comply with regulatory reporting and disclosure requirements. The International Organization of Securities Commissions (“IOSCO”) and the Financial Stability Board (“FSB”) have called on regulators to consider issues arising from the rapid growth in private finance, including in relation to systemic risk, transparency, leverage, liquidity, and conflicts of interest. It is likely that regulators will continue to focus on the credit funds sector and may introduce further regulatory requirements in the future.
Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse effect on the price of our common stock.
The Maryland General Corporation Law (the “MGCL”), our charter and our bylaws contain provisions that may discourage, delay or make more difficult a change in control of the Company or the removal of our directors. We are subject to the Maryland Business Combination Act (the “Business Combination Act”), subject to any applicable requirements of the 1940 Act. Our board of directors has adopted a resolution exempting from the Business Combination Act any business combination between us and any other person, subject to prior approval of such business combination by our board, including approval by a majority of our disinterested directors. If the resolution exempting business combinations is repealed or our board or disinterested directors do not approve a business combination, the Business Combination Act may discourage third parties from trying to acquire control of us and may increase the difficulty of consummating such an offer. Our bylaws exempt from the Maryland Control Share Acquisition Act (the “Control Share Acquisition Act”) acquisitions of our stock by any person. If we amend our bylaws to repeal the exemption from the Control Share Acquisition Act, subject to any applicable requirements of the 1940 Act, the Control Share Acquisition Act also may make it more difficult for a third party to obtain control of us and may increase the difficulty of consummating such an offer.
Our Bylaws include an exclusive forum selection provision, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or other agents.
Our Bylaws require that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City (or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf (ii) any action asserting a claim of breach of any standard of conduct or legal duty owed by any of our directors, officers, or other agents to us or to our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the MGCL or the Charter or the Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine. This exclusive forum selection provision in our Bylaws will not apply to claims arising under the federal securities laws, including the Securities Act and the Exchange Act. There is uncertainty as to whether a court would enforce such a provision, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In addition, this provision may increase costs for shareholders in bringing a claim against us or our directors, officers or other agents.
Any investor purchasing or otherwise acquiring our shares is deemed to have notice of and consented to the foregoing provision. The exclusive forum selection provision in our Bylaws may limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other agents, which may discourage lawsuits against us and such persons. It is also possible that, notwithstanding such exclusive forum selection provision, a court could rule that such provision is inapplicable or unenforceable. If this occurred, we may incur additional costs associated with resolving such action in another forum, which could materially adversely affect our business, financial condition and results of operations.
We expend significant financial and other resources to comply with the requirements of being a public entity.
As a public entity, we are subject to the reporting requirements of the Exchange Act and requirements of the Sarbanes-Oxley Act. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting, which are discussed below. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls, significant resources and management oversight are required. We have implemented procedures, processes, policies and practices for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity Processes and Risk Assessment
We rely on the cybersecurity program implemented by Blue Owl, the indirect affiliate of our Adviser. Blue Owl has implemented a cybersecurity program, which is focused on (i) protecting confidential business, client, investor and employee information; (ii) maintaining the security and availability of its systems and data; (iii) supporting compliance with applicable laws and regulations; (iv) documenting cybersecurity incidents and its responses; and (v) notification of cybersecurity incidents to, and communications with, appropriate internal and external parties.
Blue Owl has implemented an information security governance policy (the “ISG Policy”) governing cybersecurity risk, which is designed to facilitate the protection of sensitive or confidential business, client, investor and any employee information that it stores or processes and the maintenance of critical services and systems. Blue Owl’s cybersecurity program is managed by Blue Owl’s Chief Technology Officer and Head of Technology Infrastructure (together, “Blue Owl IT Management”), who report to Blue Owl’s Chief Operating Officer. Blue Owl IT Management and its team are responsible for implementing proactive and reactive measures, including Blue Owl’s monitoring and alert response processes, vulnerability management, changes made to its critical systems, including software and network changes, and various other technological and administrative safeguards. Blue Owl’s cybersecurity processes and systems are designed to protect against unauthorized access of information through its systems and infrastructure, including by cyber-attacks and Blue Owl’s policy and processes include, as appropriate, encryption, data loss prevention technology, authentication technology, entitlement management, access control, anti-virus and anti-malware software, and transmission of data over private networks. Blue Owl’s processes and systems aim to prevent or mitigate two main types of cybersecurity risk: first, cybersecurity risks associated with its physical and digital devices and infrastructure, and second, cybersecurity risks associated with third parties, such as people and organizations who have access to its devices, infrastructure or confidential or sensitive information. The cybersecurity-control principles that form the basis of Blue Owl’s cybersecurity program are informed by the National Institute of Standards and Technology Cybersecurity Framework (“NIST”).
Blue Owl’s cybersecurity program is periodically reviewed by third parties, including benchmarking to best practices and industry frameworks to help Blue Owl identify areas for continued focus and improvement. Annual penetration testing of its network, including critical systems and systems that store confidential or sensitive information, is conducted with third party consultants and vulnerabilities are reviewed and addressed by Blue Owl IT Management. When Blue Owl engages vendors and other third party partners who will have access to sensitive data or client systems and facilities, its infrastructure technology team assesses their cybersecurity programs and processes.
Blue Owl also provides its employees with cybersecurity awareness training at onboarding and annually. Blue Owl conducts regular phishing tests and provides additional training as appropriate. This assessment is conducted on the basis of, among other factors, the types of services provided and the extent and type of data accessed or processed by a third-party vendor.
Governance and Oversight of Cybersecurity Risks
Blue Owl has developed an incident response framework to identify, assess, manage and report cybersecurity events, which is managed and implemented by Blue Owl’s Cyber Risk Operating Committee (the “C-ROC”), a cross-functional management committee that includes its General Counsel, Chief Operating Officer, Global Chief Compliance Officer and Blue Owl IT Management. The incident response framework determines when the C-ROC should provide notifications regarding certain cybersecurity incidents, with different severity thresholds triggering notifications to different recipient groups, including senior members of Blue Owl’s management, Blue Owl’s Audit Committee or Blue Owl’s Board of Directors.
The C-ROC is responsible for gathering information with respect to a cybersecurity incident, assessing its severity and potential responses, as well as communicating with business heads and senior management, as appropriate.
Blue Owl’s cybersecurity program, which is overseen by the C-ROC, is managed by IT Management as part of its responsibility for enterprise-wide cybersecurity strategy, policies, implementing Blue Owl’s monitoring and alert response processes, vulnerability management, changes made to our critical systems, including software and network changes and various other technological and administrative safeguards. The team is led by Blue Owl’s Chief Technology Officer, who has over 25 years of experience advising on technology strategy, including digital transformation, cybersecurity, business analytics and infrastructure, and Blue Owl’s Head of Technology Infrastructure, who has over 20 years of experience in the information technology field with a focus on IT risk governance and management, information security, incident response capabilities and assessing effectiveness of controls. The C-ROC meets regularly and forms cross-enterprise teams, as needed, to manage and implement key policies and initiatives of Blue Owl’s cybersecurity program.
Blue Owl’s Global Chief Compliance Officer updates the Board quarterly on actions taken by the C-ROC and Blue Owl’s Chief Technology Officer annually reports to the full Board on cybersecurity matters. Such reporting includes updates on Blue Owl’s cybersecurity program, the external threat environment and Blue Owl’s programs to address and mitigate the risks associated with the evolving cybersecurity threat environment. These reports also include as appropriate updates on Blue Owl’s preparedness, prevention, detection, responsiveness and recovery with respect to cyber incidents.
Impact of Cybersecurity Risks
In 2025, we did not experience a material cybersecurity incident, and we are not aware of any cybersecurity risks that are reasonably likely to materially affect our business. While we do not believe that our business strategy, results of operations or financial condition have been materially adversely affected by any cybersecurity incidents, we describe whether and how future incidents could have a material impact on our business strategy, results of operations or financial condition in “Item 1A. RISK FACTORS - Cybersecurity risks and cyber data security incidents could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and confidential information in our possession and damage to our business relationships.” and “Increased data protection regulation may result in increased complexities and risk in connection with the operation of our business.”
Item 2. Properties
Our corporate headquarters are located at 399 Park Avenue, 37th Floor, New York, New York 10022 and are provided by the Adviser in accordance with the terms of our Administration Agreement. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.
Item 3. Legal Proceedings
Neither we nor the Adviser are currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Common Stock
Our common stock is traded on the NYSE under the symbol “OTF.” It is not possible to predict whether our common stock will trade at a price per share at, above or below net asset value per share. Since our shares of common stock began trading on June 12, 2025, our shares of common stock have traded both above and below the net asset value attributable to those shares of common stock. See “ITEM 1A. RISK FACTORS—Risks Related to an Investment in our Common Stock—The market value of our common stock may fluctuate significantly.” On February 11, 2026, the last reported closing sales price of our common stock on the NYSE was $12.96 per share, which represented a discount of approximately 25.2% to the net asset value per share reported by us as of December 31, 2025.
Holders
As of February 11, 2026, there were approximately 11,038 holders of our common stock (including Cede & Co.).
Distribution Policy
To qualify for tax treatment as a RIC, we must distribute (or be treated as distributing) in each taxable year dividends of an amount equal to at least 90% of our investment company taxable income (which includes, among other items, dividends, interest, the excess of any net short-term capital gains over net long-term capital losses, as well as other taxable income, excluding any net capital gains reduced by deductible expenses) and 90% of our net tax-exempt income for that taxable year. As a RIC, we generally will not be subject to U.S. federal income tax at corporate rates on our investment company taxable income and net capital gains that we distribute to shareholders. We may be subject to a nondeductible 4% U.S. federal excise tax if we do not distribute (or are treated as distributing) in each calendar year an amount at least equal to the sum of:
•98% of our net ordinary income, excluding certain ordinary gains and losses, recognized during a calendar year;
•98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of such calendar year; and
•100% of any income or gains recognized, but not distributed, in preceding years.
We have previously incurred, and can be expected to incur in the future, such excise tax on a portion of our income and gains. While we intend to distribute income and capital gains to minimize exposure to the 4% excise tax, we may not be able to, or may not choose to, distribute amounts sufficient to avoid the imposition of the tax entirely. In that event, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement. See “ITEM 1A RISK FACTORS – Risks Related to U.S. Federal Income Tax – We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain our tax treatment as a RIC under Subchapter M of the Code.”
For the year ended December 31, 2025, we recorded expenses of $7.5 million for U.S. federal and state income tax, including excise tax.
Distributions
We generally intend to distribute, out of assets legally available for distribution, substantially all of our available earnings, on a quarterly basis, as determined by our Board in its discretion.
On February 18, 2026, the Board approved a first quarter dividend of $0.35 per share for stockholders of record as of March 31, 2026, payable on or before April 15, 2026.
The following table summarizes the distributions declared on shares of our common stock for the following period:
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December 31, 2025 |
| Date Declared |
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Record Date |
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Payment Date |
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Distribution per Share |
| November 5, 2025 |
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December 31, 2025 |
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January 15, 2026 |
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$ |
0.35 |
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| August 5, 2025 |
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September 30, 2025 |
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October 15, 2025 |
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0.35 |
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| June 2, 2025 (supplemental dividend) |
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September 21, 2026 |
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October 6, 2026 |
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0.05 |
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| June 2, 2025 (supplemental dividend) |
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June 22, 2026 |
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July 7, 2026 |
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0.05 |
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| June 2, 2025 (supplemental dividend) |
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March 23, 2026 |
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April 7, 2026 |
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0.05 |
|
| June 2, 2025 (supplemental dividend) |
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December 23, 2025 |
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January 7, 2026 |
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0.05 |
|
| June 2, 2025 (supplemental dividend) |
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September 22, 2025 |
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October 7, 2025 |
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0.05 |
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| June 2, 2025 |
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June 30, 2025 |
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July 15, 2025 |
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0.35 |
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| March 14, 2025 |
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March 17, 2025 |
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March 18, 2025 |
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0.34 |
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| Total Distributions Declared |
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$ |
1.64 |
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Total distributions declared of $607.7 million resulted in a taxable dividend amount of $607.7 million that consisted of $607.7 million of ordinary income for the year ending December 31, 2025. For the year ended December 31, 2025, 85.8% of distributed ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders
Dividend Reinvestment Plan
We have adopted a dividend reinvestment plan, pursuant to which, we will reinvest all cash distributions declared by the Board on behalf of our shareholders who do not elect to receive their distribution in cash as provided below. As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then our shareholders who have not opted out of our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock rather than receiving the cash dividend or other distribution. As described below, we may purchase shares in the open market or use newly issued shares to implement the dividend reinvestment plan. Any fractional share otherwise issuable to a participant in the dividend reinvestment plan will instead be paid in cash.
Prior to the Exchange Listing, the number of shares to be issued to a shareholder under the dividend reinvestment plan was determined by dividing the total dollar amount of the distribution payable to such shareholder by the net asset value per share of the Company’s common stock, as of the last day of the Company’s calendar quarter immediately preceding the date such distribution was declared. In connection with listing our common stock on the NYSE, we entered into our second amended and restated dividend reinvestment plan, pursuant to which, if newly issued shares are used to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the cash dividend or distribution payable to a shareholder by the market price per share of our common stock at the close of regular trading on the NYSE on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, we will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share). Pursuant to our second amended and restated dividend reinvestment plan, if shares are purchased in the open market to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder shall be determined by dividing the dollar amount of the cash dividend payable to such shareholder by the weighted average price per share for all shares purchased by the plan administrator in the open market in connection with the dividend. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
The number of shares to be issued to a shareholder under the dividend reinvestment plan will be determined by dividing the total dollar amount of the distribution payable to such shareholder by the net asset value per share of our common stock, as of the last day of the calendar quarter immediately preceding the date such distribution was declared. We intend to use newly issued shares to implement the plan.
No action is required on the part of a registered shareholder to have cash dividends or other distributions reinvested in shares of our common stock. A registered shareholder is able to elect to receive an entire cash dividend or other distribution in cash by notifying the Adviser in writing so that such notice is received by the Adviser no later than ten days prior to the record date for distributions to the shareholders.
There are no brokerage charges or other charges to shareholders who participate in the plan.
The plan is terminable by us upon notice in writing mailed to each shareholder of record at least 30 days prior to any record date for the payment of any distribution by us.
The following table reflects the common stock issued pursuant to the dividend reinvestment plan for the following period:
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December 31, 2025 |
| Date Declared |
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Record Date |
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Payment Date |
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Shares |
| August 5, 2025 |
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September 30, 2025 |
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October 15, 2025 |
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1,885,921 |
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| June 2, 2025 (supplemental dividend) |
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September 22, 2025 |
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October 7, 2025 |
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275,099 |
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| June 2, 2025 |
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June 30, 2025 |
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July 15, 2025 |
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1,952,428 |
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| March 14, 2025 |
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March 17, 2025 |
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March 18, 2025 |
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1,131,018 |
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| October 1, 2024 |
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December 31, 2024 |
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January 31, 2025 |
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1,098,294 |
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For the Year Ended December 31, 2024 |
| Date Declared |
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Record Date |
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Payment Date |
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Shares |
| August 6, 2024 |
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September 30, 2024 |
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November 15, 2024 |
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1,176,276 |
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| May 7, 2024 |
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June 28, 2024 |
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August 15, 2024 |
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1,323,864 |
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| February 21, 2024 |
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March 29, 2024 |
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May 15, 2024 |
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1,190,189 |
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| November 7, 2023 |
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December 29, 2023 |
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January 31, 2024 |
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1,212,560 |
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2025 Stock Repurchase Program
On May 27, 2025, the Board approved the 2025 Stock Repurchase Program under which the Company may repurchase up to $200 million of its outstanding common stock. Under the 2025 Stock Repurchase Program, purchases were made at management's discretion from time to time in open-market transactions, in accordance with applicable securities laws and regulations. Unless extended by the Board, the 2025 Stock Repurchase Program will terminate 18-months from the date of the Exchange Listing. For the year ended December 31, 2025, repurchases under the 2025 Stock Repurchase Program were as follows:
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Period
($ in thousands, except share and per share amounts) |
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Total Number of Shares Repurchased |
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Average Price Paid per Share |
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Approximate Dollar Value of Shares that have been Purchased Under the Plans |
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Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan |
| September 1, 2025 - September 30, 2025 |
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614,291 |
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$ |
14.46 |
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$ |
8,880 |
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$ |
191,120 |
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| October 1, 2025 - October 31, 2025 |
|
— |
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$ |
— |
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$ |
— |
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$ |
191,120 |
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| November 1, 2025 - November 30, 2025 |
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971,369 |
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|
$ |
13.49 |
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$ |
13,102 |
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$ |
178,018 |
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| December 1, 2025 - December 31, 2025 |
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3,606,748 |
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$ |
14.27 |
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$ |
51,466 |
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$ |
126,552 |
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| Total |
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5,192,408 |
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$ |
73,448 |
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Price Range of Common Stock
Our common stock is traded on the NYSE under the symbol “OTF”. Our common stock has traded at prices both above and below our net asset value per share. It is not possible to predict whether our common stock will trade at a price per share at, above or below net asset value per share. See “ITEM 1A. Risk Factors—Risks Related to an Investment in Our Common Stock.”
The following table sets forth the net asset value per share of our common stock, the range of high and low closing sales prices of our common stock reported on the NYSE, the closing sales price as a premium (discount) to net asset value and the dividends declared by us in each fiscal quarter since we began trading on the NYSE. On February 11, 2026, the last reported closing sales price of our common stock on the NYSE was $12.96 per share, which represented a discount of approximately 25.2% to the net asset value per share reported by us as of December 31, 2025.
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Price Range |
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| Period |
|
Net Asset Value(1) |
|
High |
|
Low |
|
High
Sales Price
Premium
(Discount)
to Net Asset
Value(2)
|
|
Low
Sales Price
Premium
(Discount)
to Net Asset
Value(2)
|
|
Cash
Dividend
Per
Share(3)
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| Year Ended December 31, 2025 |
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|
First Quarter(4) |
|
$ |
17.09 |
|
|
n/a |
|
n/a |
|
n/a |
|
n/a |
|
$ |
0.34 |
|
|
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| Second Quarter |
|
$ |
17.17 |
|
|
$ |
16.56 |
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|
$ |
15.25 |
|
|
(3.5) |
% |
|
(11.2) |
% |
|
$ |
0.60 |
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|
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| Third Quarter |
|
$ |
17.27 |
|
|
$ |
15.75 |
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|
$ |
13.82 |
|
|
(8.8) |
% |
|
(20.0) |
% |
|
$ |
0.35 |
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|
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| Fourth Quarter |
|
$ |
17.33 |
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|
$ |
14.71 |
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|
$ |
13.14 |
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|
(15.1) |
% |
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(24.2) |
% |
|
$ |
0.35 |
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|
(1)Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset values shown are based on outstanding shares at the end of the relevant quarter.
(2)Calculated as the respective high or low closing sales price less net asset value, divided by net asset value (in each case, as of the applicable quarter).
(3)Represents the total dividend or distribution declared in the relevant quarter, inclusive of a supplemental dividend, if any. For additional details, refer to “Note 9 — Net Assets” to our consolidated financial statements included in this Annual Report.
(4)Trading commenced on June 12, 2025
Stock Performance Graph
This graph compares the stockholder return on our common stock from June 12, 2025 (the date our common stock commenced trading on the NYSE) to December 31, 2025 with that of the Standard & Poor’s 500 Stock Index, Standard & Poor’s BDC Index and Morningstar LSTA US Leveraged Loan Index. This graph assumes that on June 12, 2025, $100 was invested in our common stock, the Standard & Poor’s BDC Index, the Standard & Poor’s 500 Stock Index and the Morningstar LSTA US Leveraged Loan Index. The graph also assumes the reinvestment of all cash dividends prior to any tax effect. The graph and other information furnished under this Part II Item 5 of this Annual Report on Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of, the Exchange Act. The stock price performance included in the below graph is not necessarily indicative of future stock performance.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG BLUE OWL TECHNOLOGY FINANCE
CORPORATION, STANDARD & POOR’S 500 INDEX, STANDARD & POOR’S BDC INDEX AND
MORNINGSTAR LSTA US LEVERAGED LOAN INDEX
SOURCE: Bloomberg
NOTES: Assumes $100 invested on June 12, 2025 in Blue Owl Technology Finance Corporation, the Standard & Poor’s 500 Index, the Standard & Poor’s BDC Index and the Morningstar LSTA US Leveraged Loan Index. Assumes all dividends are reinvested on the respective dividend payment dates without commissions.
Senior Securities
The table below presents information about our senior securities as of the following periods:
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| Class and Period |
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Total Amount Outstanding Exclusive of
Treasury Securities(1)
($ in millions)
|
|
Asset Coverage per Unit(2) |
|
Involuntary Liquidating Preference per Unit(3) |
|
Average Market Value per Unit(4) |
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| Revolving Credit Facility |
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| December 31, 2025 |
|
$ |
1,480.0 |
|
|
$ |
2,259.2 |
|
|
— |
|
|
N/A |
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|
|
| December 31, 2024 |
|
$ |
313.0 |
|
|
$ |
2,200.6 |
|
|
— |
|
|
N/A |
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|
|
| December 31, 2023 |
|
$ |
343.4 |
|
|
$ |
2,165.0 |
|
|
— |
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N/A |
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| December 31, 2022 |
|
$ |
705.9 |
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$ |
2,057.3 |
|
|
— |
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N/A |
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|
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| December 31, 2021 |
|
$ |
650.8 |
|
|
$ |
2,309.9 |
|
|
— |
|
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N/A |
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| December 31, 2020 |
|
$ |
68.3 |
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$ |
1,905.6 |
|
|
— |
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N/A |
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| December 31, 2019 |
|
$ |
185.0 |
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$ |
1,934.6 |
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|
— |
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N/A |
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|
|
Subscription Credit Facility(5) |
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| December 31, 2021 |
|
$ |
— |
|
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$ |
2,309.9 |
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|
— |
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N/A |
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| December 31, 2020 |
|
$ |
105.8 |
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$ |
1,905.6 |
|
|
— |
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N/A |
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| December 31, 2019 |
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$ |
645.7 |
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$ |
1,934.6 |
|
|
— |
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N/A |
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|
| December 31, 2018 |
|
$ |
300.0 |
|
|
$ |
1,954.6 |
|
|
— |
|
|
N/A |
|
|
|
| SPV Asset Facility I |
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| December 31, 2025 |
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$ |
700.0 |
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$ |
2,259.2 |
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— |
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N/A |
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| December 31, 2024 |
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$ |
600.0 |
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$ |
2,200.6 |
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|
— |
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N/A |
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| December 31, 2023 |
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$ |
600.0 |
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$ |
2,165.0 |
|
|
— |
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N/A |
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|
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| December 31, 2022 |
|
$ |
450.0 |
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$ |
2,057.3 |
|
|
— |
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|
N/A |
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|
|
| December 31, 2021 |
|
$ |
290.0 |
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|
$ |
2,309.9 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2020 |
|
$ |
290.0 |
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$ |
1,905.6 |
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|
— |
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N/A |
|
|
|
| SPV Asset Facility II |
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|
|
|
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|
|
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|
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| December 31, 2025 |
|
$ |
325.0 |
|
|
$ |
2,259.2 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2024 |
|
$ |
300.0 |
|
|
$ |
2,200.6 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2023 |
|
$ |
300.0 |
|
|
$ |
2,165.0 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2022 |
|
$ |
300.0 |
|
|
$ |
2,057.3 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2021 |
|
$ |
— |
|
|
$ |
2,309.9 |
|
|
— |
|
|
N/A |
|
|
|
| SPV Asset Facility III |
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2025 |
|
$ |
624.5 |
|
|
$ |
2,259.2 |
|
|
— |
|
|
N/A |
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|
|
| SPV Asset Facility IV |
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2025 |
|
$ |
200.0 |
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|
$ |
2,259.2 |
|
|
— |
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|
N/A |
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|
CLO 2020-1(7) |
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|
|
| December 31, 2025 |
|
$ |
— |
|
|
$ |
2,259.2 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2024 |
|
$ |
204.0 |
|
|
$ |
2,200.6 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2023 |
|
$ |
204.0 |
|
|
$ |
2,165.0 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2022 |
|
$ |
200.0 |
|
|
$ |
2,057.3 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2021 |
|
$ |
200.0 |
|
|
$ |
2,309.9 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2020 |
|
$ |
200.0 |
|
|
$ |
1,905.6 |
|
|
— |
|
|
N/A |
|
|
|
| Athena CLO II |
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2025 |
|
$ |
375.0 |
|
|
$ |
2,259.2 |
|
|
— |
|
|
N/A |
|
|
|
| Athena CLO IV |
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2025 |
|
$ |
240.0 |
|
|
$ |
2,259.2 |
|
|
— |
|
|
N/A |
|
|
|
| Athena CLO V |
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2025 |
|
$ |
300.0 |
|
|
$ |
2,259.2 |
|
|
— |
|
|
N/A |
|
|
|
June 2025 Notes(6) |
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2025 |
|
$ |
— |
|
|
$ |
2,259.2 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2024 |
|
$ |
210.0 |
|
|
$ |
2,200.6 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2023 |
|
$ |
210.0 |
|
|
$ |
2,165.0 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2022 |
|
$ |
210.0 |
|
|
$ |
2,057.3 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2021 |
|
$ |
210.0 |
|
|
$ |
2,309.9 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2020 |
|
$ |
210.0 |
|
|
$ |
1,905.6 |
|
|
— |
|
|
N/A |
|
|
|
December 2025 Notes(8) |
|
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|
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|
|
|
| December 31, 2025 |
|
$ |
— |
|
|
$ |
2,259.2 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2024 |
|
$ |
650.0 |
|
|
$ |
2,200.6 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2023 |
|
$ |
650.0 |
|
|
$ |
2,165.0 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2022 |
|
$ |
650.0 |
|
|
$ |
2,057.3 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2021 |
|
$ |
650.0 |
|
|
$ |
2,309.9 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2020 |
|
$ |
400.0 |
|
|
$ |
1,905.6 |
|
|
— |
|
|
N/A |
|
|
|
| June 2026 Notes |
|
|
|
|
|
|
|
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|
|
|
| December 31, 2025 |
|
$ |
375.0 |
|
|
$ |
2,259.2 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2024 |
|
$ |
375.0 |
|
|
$ |
2,200.6 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2023 |
|
$ |
375.0 |
|
|
$ |
2,165.0 |
|
|
— |
|
|
N/A |
|
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|
|
|
| December 31, 2022 |
|
$ |
375.0 |
|
|
$ |
2,057.3 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2021 |
|
$ |
375.0 |
|
|
$ |
2,309.9 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2020 |
|
$ |
375.0 |
|
|
$ |
1,905.6 |
|
|
— |
|
|
N/A |
|
|
|
| January 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2025 |
|
$ |
300.0 |
|
|
$ |
2,259.2 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2024 |
|
$ |
300.0 |
|
|
$ |
2,200.6 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2023 |
|
$ |
300.0 |
|
|
$ |
2,165.0 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2022 |
|
$ |
300.0 |
|
|
$ |
2,057.3 |
|
|
— |
|
|
N/A |
|
|
|
| December 31, 2021 |
|
$ |
300.0 |
|
|
$ |
2,309.9 |
|
|
— |
|
|
N/A |
|
|
|
| March 2028 Notes |
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2025 |
|
$ |
650.0 |
|
|
$ |
2,259.2 |
|
|
— |
|
|
N/A |
|
|
|
| September 2028 Notes |
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2025 |
|
$ |
75.0 |
|
|
$ |
2,259.2 |
|
|
— |
|
|
N/A |
|
|
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|
|
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|
|
| April 2029 Notes |
|
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|
|
|
|
|
|
|
|
|
| December 31, 2025 |
|
$ |
700.0 |
|
|
$ |
2,259.2 |
|
|
— |
|
|
N/A |
|
|
|
|
|
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(1)Total amount of each class of senior securities outstanding at the end of the period presented.
(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.
(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)Not applicable because the senior securities are not registered for public trading.
(5)Facility was terminated in 2021.
(6)On May 30, 2025, we redeemed in full all $210,000,000 in aggregate principal amount of the June 2025 Notes at 100% of their principal amount, plus the accrued interest thereon through, but excluding, May 30, 2025.
(7)On October 15, 2025, we redeemed in full all $204,000,000 in aggregate principal amount of CLO 2020-1 at 100% of its principal amount, plus the accrued interest thereon through, but excluding, October 15, 2025.
(8)On November 14, 2025, we redeemed in full all $650,000,000 in aggregate principal amount of the December 2025 Notes at 100% of their principal amount, plus the accrued interest thereon through, but excluding, November 14, 2025.
Fees and Expenses
The following table is intended to assist you in understanding the costs and expenses that you will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. The expenses shown in the table under “Annual expenses” are based on estimated amounts for our current fiscal year. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this Form 10-K contains a reference to fees or expenses paid by “us” or “the Company” or that “we” will pay fees or expenses, you will indirectly bear these fees or expenses as an investor in the Company:
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|
Shareholder transaction expenses: |
|
|
Sales load |
— |
% |
(1) |
Offering expenses (as a percentage of offering price) |
— |
% |
(2) |
Dividend reinvestment plan expenses |
— |
% |
(3) |
Total shareholder transaction expenses (as a percentage of offering price) |
— |
% |
|
Annual expenses (as a percentage of net assets attributable to common stock): |
|
|
Management Fee payable under the Investment Advisory Agreement |
3.0 |
% |
(4) |
Incentive Fee payable under the Investment Advisory Agreement |
1.4 |
% |
(5) |
Interest payments on borrowed funds |
6.4 |
% |
(6) |
Other expenses |
0.3 |
% |
(7) |
Acquired Fund Fees and Expenses |
— |
% |
(8) |
Total annual expenses |
11.1 |
% |
(9)(10\) |
__________________
(1) In the event that the securities are sold to or through underwriters, a related prospectus supplement will disclose the applicable sales load (underwriting discount or commission).
(2) A related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the estimated amount of offering expenses borne by the Company as a percentage of the offering price.
(3) The expenses of the dividend reinvestment plan are included in “other expenses” in the table above. For additional information, see “Dividend Reinvestment Plan.”
(4) The Management Fee is 1.50% of our average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of the two most recently completed calendar quarters; provided, however, the Management Fee is 1.00% of our average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is below an asset coverage of 200% calculated in accordance with Section 18 and 61 of the 1940 Act. The Management Fee reflected in the table is calculated by determining the ratio that the Management Fee bears to our net assets attributable to common stock (rather than our gross assets).
(5) The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on our income and a portion is based on our capital gains, For more detailed information about the Incentive Fee, see Part I, Item 1 “BUSINESS —Investment Advisory Agreement”.
(6) The figure in the table represents our interest expenses based on our actual interest and credit facility expenses incurred for the period ended December 31, 2025, which includes the impact of interest rate swaps. During the year ended December 31, 2025, our average borrowings outstanding were $4.8 billion and our interest expense incurred was $321.5 million. We had outstanding borrowings of approximately $6.3 billion as of December 31, 2025. Interest payments on borrowed funds represents an estimate of our annualized interest expense based on borrowings under the Revolving Credit Facility, our SPV Asset Facility I, our SPV Asset Facility II, our SPV Asset Facility III, our SPV Asset Facility IV, the December 2025 Notes, the June 2026 Notes, the January 2027 Notes, the March 2028 Notes, the September 2028 Notes, the April 2029 Notes, the CLO 2020-1 Transaction, the Athena CLO II Transaction, the Athena CLO IV Transaction, and the Athena CLO V Transaction. The assumed weighted average interest rate on our total debt outstanding was 6.0%. We may borrow additional funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so. We may also issue additional debt securities or preferred stock, subject to our compliance with applicable requirements under the 1940 Act.
(7) Includes our overhead expenses, such as payments under the Administration Agreement for certain expenses incurred by the Adviser. We based these expenses on estimated amounts for the current fiscal year.
(8) Our shareholders indirectly bear the expenses of underlying funds or other investment vehicles in which we invest that (1) are investment companies or (2) would be investment companies under section 3(a) of the 1940 Act but for the exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the 1940 Act (“Acquired Funds”). This amount includes the estimated annual fees and expenses of Credit SLF and Blue Owl Leasing as of December 31, 2025.
(9) Estimated. Totals may not sum due to rounding.
(10) This table reflects all of the fees and expenses borne by us with respect to the CLO 2020-1 Transaction, the Athena CLO II Transaction, the Athena CLO IV Transaction, and the Athena CLO V transaction but does not include fees payable to but waived by the Adviser for serving as collateral manager to the CLO Issuers.
Example
The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed we would have no additional leverage and that our annual operating expenses would remain at the levels set forth in the table above. Transaction expenses are included in the following example.
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1 Year |
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3 Years |
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5 Years |
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10 Years |
| You would pay the following expenses on a $1,000 investment, assuming a 5% annual return from realized capital gains |
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$ |
97 |
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$ |
293 |
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$ |
490 |
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$ |
986 |
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The foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. Because the income portion of the Incentive Fee under the Investment Advisory Agreement is unlikely to be significant assuming a 5% annual return, the example assumes that the 5% annual return will be generated entirely through the realization of capital gains on our assets and, as a result, will trigger the payment of the capital gains portion of the Incentive Fee under the Investment Advisory Agreement. The income portion of the Incentive Fee under the Investment Advisory Agreement, which, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above, is not included in the example. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an Incentive Fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, if our Board authorizes and we declare a cash dividend, participants in our dividend reinvestment plan who have not otherwise elected to receive cash will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the dividend. See “Dividend Reinvestment Plan” for additional information regarding our dividend reinvestment plan.
This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with “ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA”. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Blue Owl Technology Finance Corp. and involves numerous risks and uncertainties, including, but not limited to, those described in “ITEM 1A. RISK FACTORS”. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 1 of this Annual Report. Actual results could differ materially from those implied or expressed in any forward-looking statements.
Overview
Blue Owl Technology Finance Corp. (the “Company”, “we”, “us” or “our”) is a Maryland corporation formed on July 12, 2018. We were formed primarily to originate and make debt and equity investments in technology-related, specifically software, companies based primarily in the United States. We originate and invest in senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. Our investment objective is to maximize total return by generating current income from our debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments. We may hold our investments directly or through special purpose vehicles.
We are externally managed by Blue Owl Technology Credit Advisors LLC (“the Adviser” or “our Adviser”). The Adviser is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform. Subject to the overall supervision of our board of directors (the “Board”), the Adviser manages our day-to-day operations, and provides investment advisory and management services to us. The Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees. The Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring our portfolio companies on an ongoing basis through a team of investment professionals.
On June 12, 2025, our common stock was listed and began trading on the New York Stock Exchange (“NYSE”) under the symbol “OTF” (the “Exchange Listing”).
Blue Owl consists of three investment platforms: (1) Credit, which includes several strategies, including direct lending, alternative credit, investment grade credit, liquid credit and other adjacent investment strategies, (2) GP Strategic Capital, which primarily focuses on acquiring equity stakes in, or providing debt financing to, large, multi-product private equity and private credit firms and (3) Real Assets, which primarily focuses on the strategies of net lease real estate, real estate credit and digital infrastructure, which focuses on acquiring, financing, developing and operating data centers and related digital infrastructure assets. The direct lending strategy of Blue Owl’s Credit platform is comprised of the Adviser, Blue Owl Credit Advisors LLC (“OCA”), Blue Owl Technology Credit Advisors II LLC (“OTCA II”), Blue Owl Credit Private Fund Advisors LLC (“OPFA”), and Blue Owl Diversified Credit Advisors LLC (“ODCA” and together with the Adviser, OCA, OTCA II, and OPFA, the “Blue Owl Credit Advisers”), which also are investment advisers. As of December 31, 2025, the Adviser and its affiliates had $157.8 billion of assets under management across Blue Owl’s Credit platform.
The management of our investment portfolio is the responsibility of the Adviser and the Technology Lending Investment Committee. We consider these individuals to be our portfolio managers. The Investment Team is also led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer and is supported by certain members of the Adviser’s senior executive team and Blue Owl’s Credit platform’s direct lending investment committees. Blue Owl’s four direct lending investment committees each focus on a specific investment strategy (Diversified Lending, Technology Lending, First Lien Lending and Opportunistic Lending). Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alexis Maged sit on each of Blue Owl’s Credit platform’s investment committees. In addition to Messrs. Ostrover, Lipschultz, Packer and Maged, the Technology Lending Investment Committee is comprised of Erik Bissonnette, Pravin Vazirani, Jon ten Oever and Arthur Martini. We consider the individuals on the Technology Lending Investment Committee to be our portfolio managers. The Investment Team, under the Technology Lending Investment Committee’s supervision, sources investment opportunities, conducts research, performs due diligence on potential investments, structures our investments and will monitor our portfolio companies on an ongoing basis.
The Technology Lending Investment Committee meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by the Adviser on our behalf. In addition, the Technology Lending Investment Committee reviews and determines whether to make prospective investments (including approving parameters or guidelines pursuant to which certain investments may be made or sold consistent with our investment objective), structures financings and monitors the performance of the investment portfolio. Each investment opportunity requires the approval of a majority of the Technology Lending Investment Committee. Follow-on investments in existing portfolio companies may require the Technology Lending Investment Committee’s approval beyond that obtained when the initial investment in the portfolio company was made. In addition, temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less, may require approval by the Technology Lending Investment Committee.
The compensation packages of Technology Lending Investment Committee members from the Adviser include various combinations of discretionary bonuses and variable incentive compensation based primarily on performance for services provided and may include shares of Blue Owl.
We may be prohibited under the Investment Company Act of 1940, as amended (the “1940 Act”) from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. We rely on an order for exemptive relief (the “Order”) to co-invest with other funds managed by the Adviser or certain affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, we generally are permitted to co-invest with certain of our affiliates if such co-investments are done on the same terms and at the same time, as further detailed in the Order. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings (1) in most instances when we co-invest with our affiliates in an issuer where our affiliate has an existing investment in the issuer, and (2) if we dispose of an asset acquired in a transaction under the Order unless the disposition is done on a pro rata basis. Pursuant to the Order, the Board will oversee our participation in the co-investment program. As required by the Order, we have adopted, and the Board has approved, policies and procedures reasonably designed to ensure compliance with the terms of the Order, and the Adviser and our Chief Compliance Officer will provide reporting to the Board.
The Blue Owl Credit Advisers’ investment allocation policy seeks to ensure equitable allocation of investment opportunities over time between us and other funds managed by our Adviser or its affiliates. As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of the business development companies (“BDCs”), interval fund, private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively, the “Blue Owl Credit Clients”) and/or other funds managed by the Adviser or its affiliates that avail themselves of the Order. In addition, the Adviser and its affiliates are permitted to allocate an investment to a number of products across platforms that it views as appropriate for the particular investment objectives, strategies and characteristics of such products.
On September 24, 2018, we formed a wholly-owned subsidiary, OR Tech Lending LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Tech Lending LLC originates loans to borrowers headquartered in California. From time to time we may form wholly-owned subsidiaries to facilitate the normal course of business.
We have elected to be regulated as a BDC under the 1940 Act and have elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a result, we are required to comply with various statutory and regulatory requirements, such as:
•the requirement to invest at least 70% of our assets in “qualifying assets”, as such term is defined in the 1940 Act;
•source of income limitations;
•asset diversification requirements; and
•the requirement to distribute (or be treated as distributing) in each taxable year the sum of at least (i) 90% of our investment company taxable income and(ii) 90% of our tax-exempt interest for that taxable year.
In addition, we will not invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is in an emerging market and we have adopted a policy to invest, under normal circumstances at least 80% of the value of our total assets in “technology-related” businesses (as defined below).
On March 24, 2025, we consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated November 12, 2024, with Blue Owl Technology Finance Corp. II, a Maryland corporation (“OTF II”), Oriole Merger Sub, Inc., a Maryland corporation and our wholly-owned subsidiary (“Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser, and OTCA II, investment adviser to OTF II. In connection therewith, Merger Sub merged with and into OTF II, with OTF II continuing as the surviving company and our wholly-owned subsidiary (the “Initial Merger”) and, immediately thereafter, OTF II merged with and into us, and we continued as the surviving company (together with the Initial Merger, the “Mergers”).
Our Investment Framework
We are a Maryland corporation formed primarily to originate and make loans to and make debt and equity investments in, technology-related companies based primarily in the United States, with an emphasis on enterprise software investments. We originate and invest in senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. Our investment objective is to maximize total return by generating current income from debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments. We may hold our investments directly or through special purpose vehicles. Since our Adviser’s affiliates began investment activities in April 2016 through December 31, 2025, the Blue Owl Credit Advisers have originated $187.04 billion aggregate principal amount of investments across multiple industries, of which $182.92 billion of aggregate principal amount of investments prior to any subsequent exits or repayments was retained by either us or a corporation or fund advised by our Adviser or its affiliates.
We invest at least 80% of the value of our total assets in “technology-related” companies. We define technology-related companies as those that (i) operate directly in the technology industry, which includes, but is not limited to, application software, systems software, healthcare technology, information technology, technology services and infrastructure, financial technology and internet and digital media, (ii) operate indirectly through their reliance on technology (i.e., utilizing scientific knowledge or technology-enabled techniques, skills, methods, devices or processes to deliver goods and/or services) or (iii) seek to grow through technological advancements and innovations. We invest in a broad range of established and high growth technology-related companies with a focus on large, established enterprise software companies across a variety of end-markets that are capitalizing on the large and growing demand for software products and services. Within enterprise software we currently focus on investing in application software, which represents the operating layer for core business functions; systems and infrastructure software, which is the defense layer that protects enterprise data and networks and of which cybersecurity is a large component; and fintech and payments software, which provide critical means for the global movement of capital.
The companies in which we invest use our capital primarily to support their growth, acquisitions, market or product expansion, refinancings and/or recapitalizations. The debt in which we invest is generally not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as “high yield” or “junk”.
We leverage Blue Owl’s relationships and existing origination capabilities to focus our investments in companies with an enterprise value of at least $250 million and that are typically backed by institutional investors that are active investors in and have an expertise in technology companies and technology-related industries. We expect that our target investments typically will have maturities between three and ten years and generally range in size between $20 million and $500 million. Our expected portfolio composition will be majority debt or income producing securities, in particular directly originated debt investments, with a lesser allocation to equity related opportunities. On these investments, we typically invest at a low loan-to-value ratio, which we consider to be 50% or below. We anticipate that generally any equity related securities we hold will be minority positions. We expect that our investment size will vary with the size of our capital base and that our average investment size will be 0.5-1.5% of our entire portfolio with no investment size greater than 5%; however, from time to time certain of our investments may comprise greater than 5%. As of December 31, 2025, our average investment size in each of our portfolio companies was approximately $71.8 million based on fair value. In addition, we generally do not intend to invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is in an emerging market. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates.
We expect that our portfolio composition will be comprised predominantly of directly originated debt and income producing securities, with a lesser allocation to equity or equity-linked opportunities. Our debt investments may be structured as annualized recurring revenue (“ARR”) loans, which are loans made to a company that may not currently be EBITDA positive because they have strategically determined to postpone profitability in favor of acquiring customers that will generate a high lifetime value over time. Generally, our ARR loans are made to high growth technology companies with a stable base of existing customers, providing strong revenue visibility. We believe the recurring revenue market to be underserved and find that ARR loans often have attractive risk adjusted return profiles, in the form of pricing, credit documentation, and /or loan-to-values, relative to the broader market. Our ARR loans, as a percentage of our portfolio, have decreased from its peak, and as we seek to originate additional loans we expect to increase our exposure to ARR loans.
We may also invest a portion of our portfolio in opportunistic investments and publicly traded debt investments and we may evaluate and enter into strategic portfolio transactions that may result in additional portfolio companies that we are considered to control. These types of investments are intended to supplement our core strategy and further enhance returns to our shareholders. These investments may include high-yield bonds and broadly syndicated loans, including “covenant lite” loans (as defined below), and other publicly traded debt instruments, typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs and enterprise values larger than those of middle-market companies, where OTF focuses, and equity investments in portfolio companies that make senior secured loans or invest in broadly syndicated loans, structured products, asset-based solutions or other forms of specialty finance, which may include, but is not limited to, investments such as life settlements, royalty interests and equipment finance.
Covenants are contractual restrictions that lenders place on companies to limit the corporate actions a company may pursue. The loans in which we expect to invest may have financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company’s financial performance, or may take the form of “covenant-lite” loans, which generally refers to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrowers more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.
Key Components of Our Results of Operations
Investments
We focus primarily on originating and making debt and equity investments in technology-related (specifically software) companies based primarily in the United States.
Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.
In addition, as part of our risk strategy on investments, we may reduce the levels of certain investments through partial sales or syndication to additional lenders.
Revenues
We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. Our debt investments typically have a term of three to ten years. As of December 31, 2025, 96.2% of our debt investments based on fair value bear interest at a floating rate, subject to interest rate floors, in certain cases. Interest on our debt investments is generally payable either monthly or quarterly.
Our investment portfolio consists primarily of floating rate loans. Macro trends in base interest rates like SOFR, and any other alternative reference rates may affect our net investment income over the long term. However, because we generally intend to originate loans to a small number of portfolio companies each quarter, and those investments may vary in size, our results in any given period, including the interest rate on investments that may be sold or repaid in a period compared to the interest rate of new investments made during that period, may be idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macro trends. Generally, because our portfolio consists primarily of floating rate loans, we expect our earnings to benefit from a prolonged higher rate environment.
Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts under U.S. generally accepted accounting principles (“U.S. GAAP”) as interest income using the effective yield method for term instruments and the straight-line method for revolving or delayed draw instruments. Repayments of our debt investments can reduce interest income from period to period. The frequency or volume of these repayments may fluctuate significantly. We record prepayment premiums on loans as interest income. We may also generate revenue in the form of commitment, loan origination, structuring, or due diligence fees, fees for providing managerial assistance to our portfolio companies and possibly consulting fees.
Dividend income on equity investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded companies.
Our portfolio activity will also reflect the proceeds from sales of investments. We will recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized gains (losses) on investments in the Consolidated Statements of Operations.
Expenses
Our primary operating expenses include the payment of the management fee, the incentive fee, expenses reimbursable under the Administration Agreement and Investment Advisory Agreement, legal and professional fees, interest and other debt expenses, and other operating expenses. The management fee and incentive fee compensate our Adviser for work in identifying, evaluating, negotiating, closing, monitoring and realizing our investments.
Except as specifically provided below, we anticipate that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory and management services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. In addition, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by us or our affiliates in connection with the offering of securities by us. We will bear our allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of our officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to us (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to us. We shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs and in acting on our behalf). We also will bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including Management Fees and Incentive Fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) our allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Investment Advisory Agreement and (iii) all other costs and expenses of our operations and transactions including, without limitation, those relating to:
•the cost of our organization and any offerings;
•the cost of calculating our net asset value, including the cost of any third-party valuation services;
•the cost of effecting any sales and repurchases of the common stock and other securities;
•fees and expenses payable under any dealer manager agreements, if any;
•debt service and other costs of borrowings or other financing arrangements;
•costs of hedging;
•expenses, including travel expense, incurred by the Adviser, or members of the investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights;
•escrow agent, transfer agent and custodial fees and expenses;
•fees and expenses associated with marketing efforts;
•federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;
•U.S. federal, state and local taxes;
•independent directors’ fees and expenses, including certain travel expenses;
•costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing;
•costs of any reports, proxy statements or other notices to our shareholders (including printing and mailing costs);
•costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters;
•commissions and other compensation payable to brokers or dealers;
•research and market data;
•fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums;
•direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;
•fees and expenses associated with independent audits, outside legal and consulting costs;
•costs of winding up;
•costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;
•extraordinary expenses (such as litigation or indemnification); and
•costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws.
We expect, but cannot ensure, that our general and administrative expenses will increase in dollar terms during periods of asset growth, but will decline as a percentage of total assets during such periods.
Leverage
The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions. On August 7, 2018, we received shareholder approval that allowed us to reduce our asset coverage ratio from 200% to 150%, effective as of August 8, 2018. As a result, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to the common stock if our asset coverage, as defined in the 1940 Act, would at least be equal to 150% immediately after each such issuance. This reduced asset coverage ratio permits us to double the amount of leverage we can incur. For example, under a 150% asset coverage ratio we may borrow $2 for investment purposes of every $1 of investor equity whereas under a 200% asset coverage ratio we may only borrow $1 for investment purposes for every $1 of investor equity. Our current target leverage ratio is 0.90x-1.25x.
In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase our leverage over time subject to the limits of the 1940 Act. In addition, we may dedicate assets to financing facilities.
Market Trends
We believe the technology investment lending environment provides opportunities for us to meet our goal of making investments that generate an attractive total return based on a combination of the following factors.
Limited Availability of Capital for Technology, Specifically Enterprise Software, Companies. We believe that technology companies have limited access to capital, driven by a lack of dedicated pools of capital focused on technology companies. Traditional lenders, such as commercial and investment banks, generally do not have flexible product offerings that meet the needs of technology-related companies and there has been a reduction in activity from commercial and investment banks as a result of regulatory and structural factors, industry consolidation and general risk aversion. In recent years, many commercial and investment banks have focused their efforts and resources on lending to large corporate clients and managing capital markets transactions rather than lending to technology-related companies. In addition, these lenders may be constrained in their ability to underwrite and hold loans and high yield securities, as well as their ability to provide equity financing, as they seek to meet existing and future regulatory capital requirements. We also believe that there is a lack of scaled market participants that are willing to provide and hold meaningful amounts of a customized financing solution for technology companies. As a result, we believe our focus on technology-related companies and our ability to invest across the capital structure, coupled with a limited supply of capital providers, presents an attractive opportunity to invest in technology companies.
Capital Markets Have Been Unable to Fill the Void Left by Banks. Access to the underwritten bond and syndicated loan markets is challenging for many technology companies due to loan size and liquidity. For example, high yield bonds are generally purchased by institutional investors such as mutual funds and exchange traded funds (“ETFs”) who, among other things, are highly focused on the liquidity characteristics of the bond being issued in order to fund investor redemptions and/or comply with regulatory requirements. Accordingly, the existence of an active secondary market for bonds is an important consideration in these entities’ initial investment decision. Syndicated loans arranged through a bank are done either on a “best efforts” basis or are underwritten with terms plus provisions that permit the underwriters to change certain terms, including pricing, structure, yield and tenor, otherwise known as “flex”, to successfully syndicate the loan, in the event the terms initially marketed are insufficiently attractive to investors. Loans provided by companies such as ours provide certainty to issuers in that we can commit to a given amount of debt on specific terms, at stated coupons and with agreed upon fees. As we are the ultimate holder of the loans, we do not require market “flex” or other arrangements that banks may require when acting on an agency basis. In addition, our Adviser has teams focused on both liquid credit and private credit and these teams are able to collaborate with respect to syndicated loans.
Secular Trends Supporting Growth for Private Credit. According to Gartner, a research and advisory company, global technology spend was $5.6 trillion in 2025 and is expected to grow to more than $6.2 trillion in 2026. We believe global demand for technology products and services will continue to grow rapidly, and that growth will stimulate demand for capital from technology companies which will continue to require access to capital to refinance existing debt, support growth and finance acquisitions. We believe that periods of market volatility, such as the current period of market volatility caused, in part, by uncertainty regarding inflation and interest rates, and current geopolitical conditions, have accentuated the advantages of private credit. The availability of capital in the liquid credit market is highly sensitive to market conditions whereas we believe private lending has proven to be a stable and reliable source of capital through periods of volatility. We believe the opportunity set for private credit will continue to expand even as the public markets remain open. Financial sponsors and companies today are familiar with direct lending and have seen firsthand the strong value proposition that a private solution can offer. Scale, certainty of execution and flexibility all provide borrowers with a compelling alternative to the syndicated and high yield markets. Based on our experience, larger, higher quality credits that have traditionally been issuers in the syndicated and high yield markets are increasingly seeking private solutions independent of credit market conditions. In our view, this is supported by financial sponsors wanting to work with collaborative financing partners that have scale and breadth of capabilities. This has driven substantial growth in direct lending portfolio companies over time. Given the dynamics mentioned above, we believe this trend is poised to continue and the large amount of uninvested capital held by funds of private equity firms, estimated by Preqin Ltd., an alternative assets industry data and research company, to be $2.7 trillion as of December 31, 2025, will continue to serve as a tailwind to the space.
Attractive Investment Dynamics. With respect to the debt investments in technology companies, we believe the directly negotiated nature of such financings generally provides more favorable terms to the lender, including stronger covenant and reporting packages, better call protection, and lender protective change of control provisions. Further, we believe that historical default rates for technology and software companies have been lower, and recovery rates have been higher, as compared to the broader leveraged finance market, leading to lower cumulative losses. With respect to equity and equity-linked investments, we will seek to structure these investments with meaningful shareholder protections, including, but not limited to, anti-dilution, anti-layering, and liquidation preferences, which we believe will create the potential for meaningful risk-adjusted long-term capital gains in connection with the future liquidity events of these technology companies. Lastly, we believe that in the current environment, lenders with available capital may be able to take advantage of attractive investment opportunities.
Compelling Business Models. We believe that the products and services that technology companies, and more specifically enterprise software businesses, provide often have high switching costs and are fundamental to the operations and success of their customers across diverse industries. We generally invest in scaled or growing players in niche markets that are selling mission critical products to established customer bases. As a result, technology companies with a focus on enterprise software have attributes that make them compelling investments, including strong customer retention rates, high switching costs and highly contracted cash flows which leads to recurring and predictable revenue. Further, technology companies with a focus on enterprise software are typically highly capital efficient, with limited capital expenditures and high free cash flow conversion.
In addition, the replicable nature of technology products, specifically enterprise software, creates substantial operating leverage which typically results in strong profitability, lower loan to value ratios, high revenue retention, high gross margins and stable sale efficiency.
We believe that enterprise software businesses make compelling investments because they are inherently diversified into a variety of sectors due to end market applications and have been one of the more defensive sectors throughout economic cycles. Within enterprise software we currently focus on investing in application software, which represents the operating layer for core business functions; systems and infrastructure software, which is the defense layer that protects enterprise data and networks and of which cybersecurity is a large component; and fintech and payments software, which provide critical means for the global movement of capital. We believe that these categories of enterprise software play specific, functional roles that will be difficult to bypass even as technology shifts because the need for auditability, control and data integrity will remain constant and these categories of software will provide a stable layer through which new technology is governed and executed.
Attractive Opportunities in Investments in Technology Companies. We invest in the debt and equity of technology companies. We believe that opportunities in the debt of technology companies are significant because of the floating rate structure of most senior secured debt issuances and because of the strong defensive characteristics of these types of investments. We believe that debt issued with floating interest rates offer a superior return profile as compared with fixed-rate investments, since floating rate structures are generally less susceptible to declines in value experienced by fixed-rate securities in a rising interest rate environment.
Senior secured debt provides strong defensive characteristics because it has priority in payment among an issuer’s security holders whereby holders are due to receive payment before junior creditors and equity holders. Further, these investments are generally secured by the issuer’s assets, which may provide protection in the event of a default. We also make recurring revenue loans to companies that have made a strategic decision to postpone profitability in favor of acquiring customers that will generate a high lifetime value over time. We believe that recurring revenue loans provide attractive credit characteristics including covenant protections, lower loan-to-values and/or premium pricing.
We believe that opportunities in the equity of technology companies are significant because of the potential to generate meaningful capital appreciation by participating in the growth in the portfolio company and the demand for its products and services. We find many of these opportunities are in the form of preferred equities, where there is the opportunity to invest in large, established companies through structures that protect invested capital and also offer upside opportunities. Moreover, we believe that the high-growth profile of a technology company will generally make it a more attractive candidate for a liquidity event than a company in a non-high growth industry. We believe the technology investment lending environment provides opportunities for us to meet our goal of making investments that generate an attractive total return based on a combination of the foregoing factors.
Portfolio and Investment Activity
Our business is impacted by conditions in the financial markets and economic conditions in the United States, and to a lesser extent, globally.
During the fourth quarter of 2025, global equity and debt markets saw appreciation despite some elevated volatility in the third quarter, with U.S. equity indices reaching new all-time high while credit spreads remained relatively tight. The 10-year Treasury yield ended the quarter approximately flat quarter over quarter and down approximately 40 basis points from the beginning of the year, and the Federal Reserve cut the federal funds rate by an additional 50 basis points during the fourth quarter following a 25 basis point cut in September 2025.
During the fourth quarter of 2025 we saw a meaningful increase in origination activity and deployed $2.4 billion in new investment commitments, including $1.8 billion of new investment fundings, while repayments remained steady at $928 million. We continue to focus on investing in upper middle-market enterprise software businesses that we view to be recession resistant given their mission-critical nature and highly contracted cash flows and during the quarter ended December 31, 2025, 55% of our originations were from new borrowers.
As of January 31, 2026, we have an investment backlog of over approximately $1 billion in transactions we expect to fund in this calendar quarter. While deals in our investment backlog are expected to close, such transactions are subject to the approval of the Technology Lending Investment Committee, the acceptance of final terms and structure and the execution and delivery of satisfactory transaction documentation. In addition, certain of these investments may result in the repayment of existing investments. We cannot assure you that we will make any of these investments.
Blue Owl serves as the lead, co-lead or administrative agent on many of our investments and the majority of our investments are supported by sophisticated financial sponsors who provide operational and financial resources. As of December 31, 2025, 81.7% of our portfolio at fair value is primarily comprised of first or second lien loans. These positions have a weighted average annual revenue of $945.2 million, weighted average annual EBITDA of $289.6 million, and a weighted average enterprise value of $6.2 billion. 16.2% of our portfolio at fair value is primarily comprised of unsecured debt and equity investments. These positions have a weighted average annual revenue of $1.1 billion and enterprise value of $12.1 billion. These statistics exclude certain strategic portfolio transactions and investments that fall outside of our typical borrower profile, which comprise 2.2% of the book at fair value. In addition, Blue Owl’s direct lending strategy continues to invest in, and is often the lead lender or administrative agent on, transactions in excess of $1 billion in size, which gives us the ability to structure the terms of such deals to maximize deal economics and credit protection and provide customized flexible solutions.
The average hold size of Blue Owl’s direct lending strategy’s new investments is approximately $350 million (up from approximately $200 million in 2021) and average total new deal size is approximately $1.5 billion (up from approximately $600 million in 2021).
We believe the construction of our current portfolio coupled with our experienced investment team and strong underwriting standards leave us well-positioned for the current economic environment. Many of the companies in which we invest are continuing to see modest growth in both revenues and EBITDA and our ARR loans continue to experience strong credit performance. However, in the event of further geopolitical, economic and financial market instability, in the U.S. and elsewhere, it is possible that the results of some of the middle-market companies similar to those in which we invest could be challenged.
We also believe that our portfolio companies are well positioned to evolve as a result of developments in artificial intelligence (“AI”). We remain focused on scaled companies that offer mission-critical solutions to established customer bases, with strong customer retention rates and high switching costs. We seek to invest in companies that offer a depth of broad, integrated solutions and product offerings across a geographic diversity and we emphasize agile, adaptable technology that enables fast integration of AI and other emerging technologies to maintain a competitive edge. Within enterprise software we currently focus on investing in application software, which represents the operating layer for core business functions; systems and infrastructure software, which is the defense layer that protects enterprise data and networks and of which cybersecurity is a large component; and fintech and payments software, which provide critical means for the global movement of capital. We believe that these categories of enterprise software play specific, functional roles that will be difficult to bypass even as technology shifts because the need for auditability, control and data integrity will remain constant and these categories of software will provide a stable layer through which new technology is governed and executed. As of December 31, 2025, approximately 45% of our portfolio was comprised of application software, approximately 25% of our portfolio was comprised of systems and infrastructure software and approximately 10% of our portfolio was comprised of fintech and payments software.
While we are not seeing a meaningful increase in amendment activity, requests for increased revolver borrowings, missed payments, downward movement in our watch list or other signs of an overall, broad deterioration in our results or those of our portfolio companies at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results. Virtually all of our payment-in-kind (“PIK”) was structured as PIK from inception and not implemented as a result of credit underperformance.
We also continue to leverage the expanding role that private lenders are being asked to play in the broader credit markets to evaluate cross-platform opportunities including strategic equity and accretive joint venture investments that have cash flow and credit profiles that provide consistent income. We continue to invest in Blue Owl Credit SLF LLC (“Credit SLF”) and specialty financing portfolio companies, including Fifth Season Investments LLC (“Fifth Season”), LSI Financing 1 DAC (“LSI Financing DAC”), LSI Financing LLC (“LSI Financing LLC”), AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”), and Blue Owl Cross-Strategy Opportunities LLC (“BOCSO”). We formed Blue Owl Leasing LLC (“Blue Owl Leasing”), a cross-platform joint venture that invests in equipment leases and in the future we may invest through other cross-platform investment vehicles. In the future we may invest through additional specialty finance portfolio companies, joint ventures, partnerships or other special purpose vehicles. See “Specialty Financing Portfolio Companies” and “Joint Ventures.” These companies may use our capital to support acquisitions which could lead to increased dividend income across well-diversified underlying portfolios. We also intend to identify ways to participate in growth of various industries as a result of AI. In the future, we may evaluate cross-platform opportunities to invest in data center assets and AI related equipment such as graphic processing units.
As of December 31, 2025, based on fair value, our portfolio consisted of 76.8% first lien senior secured debt investments (of which 61% we consider to be unitranche debt investments (including “last out” portions of such loans)), 4.0% second lien senior secured debt investments, 3.3% unsecured debt investments, 0.3% specialty finance debt investments, 7.5% preferred equity investments, 5.1% common equity investments, 2.6% specialty finance equity investments, and 0.4% joint ventures.
As of December 31, 2025, our weighted average total yield of the portfolio at fair value and amortized cost was 8.8% and 8.8%, respectively, and our weighted average yield of debt and income producing securities at fair value and amortized cost was 9.6% and 9.5%, respectively. Refer to our weighted average yields and interest rates table for more information on our calculation of weighted average yields. As of December 31, 2025, the weighted average spread of total debt investments was 5.4%.
As of December 31, 2025, we had investments in 199 portfolio companies with an aggregate fair value of $14.3 billion. Our current target leverage ratio is 0.90x to 1.25x. As of December 31, 2025, we had net leverage of 0.75x debt-to-equity Our investment activity for the following periods is presented below (information presented herein is at par value unless otherwise indicated).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
| ($ in thousands) |
|
|
|
|
2025 |
|
2024 |
|
|
| New investment commitments |
|
|
|
|
|
|
|
|
|
| Gross originations |
|
|
|
|
$ |
5,627,964 |
|
|
$ |
2,669,031 |
|
|
|
| Less: Sell downs |
|
|
|
|
(36,981) |
|
|
(15,864) |
|
|
|
| Total new investment commitments |
|
|
|
|
$ |
5,590,983 |
|
|
$ |
2,653,167 |
|
|
|
| Principal amount of new investments funded: |
|
|
|
|
|
|
|
|
|
| First-lien senior secured debt investments |
|
|
|
|
$ |
3,694,471 |
|
|
$ |
1,858,962 |
|
|
|
| Second-lien senior secured debt investments |
|
|
|
|
135,503 |
|
|
13,500 |
|
|
|
| Unsecured debt investments |
|
|
|
|
142,980 |
|
|
51,607 |
|
|
|
| Specialty finance debt investments |
|
|
|
|
11,050 |
|
|
1,226 |
|
|
|
| Preferred equity investments |
|
|
|
|
92,757 |
|
|
23,477 |
|
|
|
| Common equity investments |
|
|
|
|
44,202 |
|
|
99,473 |
|
|
|
| Specialty finance equity investments |
|
|
|
|
173,586 |
|
|
99,588 |
|
|
|
Joint ventures |
|
|
|
|
16,521 |
|
|
948 |
|
|
|
| Total principal amount of new investments funded |
|
|
|
|
$ |
4,311,070 |
|
|
$ |
2,148,781 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Drawdowns (Repayments) on revolvers and delayed draw term loans, net |
|
|
|
|
$ |
515,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Principal amount of investments sold or repaid: |
|
|
|
|
|
|
|
|
|
First-lien senior secured debt investments(1) |
|
|
|
|
$ |
(2,632,820) |
|
|
$ |
(1,229,745) |
|
|
|
| Second-lien senior secured debt investments |
|
|
|
|
(122,007) |
|
|
(172,334) |
|
|
|
| Unsecured debt investments |
|
|
|
|
(175,232) |
|
|
(185,319) |
|
|
|
| Specialty finance debt investments |
|
|
|
|
— |
|
|
(1,059) |
|
|
|
| Preferred equity investments |
|
|
|
|
(70,935) |
|
|
(99,895) |
|
|
|
| Common equity investments |
|
|
|
|
(60,848) |
|
|
(105,930) |
|
|
|
| Specialty finance equity investments |
|
|
|
|
(64,432) |
|
|
(28,518) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total principal amount of investments sold or repaid |
|
|
|
|
$ |
(3,126,274) |
|
|
$ |
(1,822,801) |
|
|
|
Number of new investment commitments in new portfolio companies(2) |
|
|
|
|
58 |
|
|
54 |
|
|
|
| Average new investment commitment amount |
|
|
|
|
$ |
25,999 |
|
|
$ |
53,977 |
|
|
|
| Weighted average term for new debt investment commitments (in years) |
|
|
|
|
6.2 |
|
|
6.0 |
|
|
|
| Percentage of new debt investment commitments at floating rates |
|
|
|
|
94.8 |
% |
|
98.3 |
% |
|
|
| Percentage of new debt investment commitments at fixed rates |
|
|
|
|
5.2 |
% |
|
1.7 |
% |
|
|
Weighted average interest rate of new debt investment commitments(3) |
|
|
|
|
8.0 |
% |
|
9.7 |
% |
|
|
| Weighted average spread over applicable base rate of new debt investment commitments at floating rates |
|
|
|
|
5.0 |
% |
|
5.3 |
% |
|
|
(1)Includes scheduled paydowns.
(2)Number of new investment commitments represents commitments to a particular portfolio company.
(3)Assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 3.65% and 4.31% as of December 31, 2025 and 2024, respectively.
The table below presents our investments as of the following periods:
|
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|
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|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
| ($ in thousands) |
Amortized Cost |
|
Fair Value |
|
Amortized Cost |
|
Fair Value |
First-lien senior secured debt investments(1) |
$ |
10,983,810 |
|
|
$ |
10,979,070 |
|
|
$ |
4,457,465 |
|
|
$ |
4,451,797 |
|
| Second-lien senior secured debt investments |
601,494 |
|
|
568,641 |
|
|
292,835 |
|
|
258,538 |
|
| Specialty finance debt investments |
37,449 |
|
|
37,452 |
|
|
5,024 |
|
|
5,041 |
|
| Unsecured debt investments |
467,464 |
|
|
477,128 |
|
|
337,386 |
|
|
336,635 |
|
Preferred equity investments |
1,127,105 |
|
|
1,072,481 |
|
|
764,816 |
|
|
686,859 |
|
Common equity investments |
504,733 |
|
|
722,100 |
|
|
450,093 |
|
|
536,136 |
|
| Specialty finance equity investments |
351,675 |
|
|
375,812 |
|
|
124,553 |
|
|
131,513 |
|
Joint ventures |
53,483 |
|
|
53,355 |
|
|
949 |
|
|
947 |
|
| Total Investments |
$ |
14,127,213 |
|
|
$ |
14,286,039 |
|
|
$ |
6,433,121 |
|
|
$ |
6,407,466 |
|
(1)We consider 61% and 69% of first-lien senior secured debt investments to be unitranche loans as of December 31, 2025 and December 31, 2024, respectively.
We use GICS for classifying the industry groupings of our portfolio companies. The table below presents the industry composition of investments based on fair value as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
| Aerospace & Defense |
2.7 |
% |
|
2.6 |
% |
| Airlines |
0.3 |
|
|
— |
|
| Application Software |
13.6 |
|
|
13.6 |
|
Asset based lending and fund finance(6) |
0.4 |
|
|
— |
|
| Banks |
0.3 |
|
|
1.2 |
|
Beverages(1) |
— |
|
|
— |
|
| Building Products |
0.5 |
|
|
0.9 |
|
| Buildings & Real Estate |
1.3 |
|
|
1.1 |
|
|
|
|
|
| Capital Markets |
0.8 |
|
|
— |
|
| Commercial Services & Supplies |
0.2 |
|
|
0.3 |
|
Construction & Engineering(1) |
0.2 |
|
|
— |
|
| Consumer Finance |
0.5 |
|
|
0.5 |
|
| Diversified Consumer Services |
3.3 |
|
|
3.9 |
|
Diversified Financial Services(2) |
9.8 |
|
|
6.7 |
|
| Diversified Support Services |
0.2 |
|
|
— |
|
|
|
|
|
| Entertainment |
1.4 |
|
|
1.9 |
|
| Equity Real Estate Investment Trusts (REITs) |
0.8 |
|
|
0.1 |
|
| Food & Staples Retailing |
1.3 |
|
|
0.4 |
|
| Health Care Equipment & Supplies |
2.0 |
|
|
— |
|
| Health Care Providers & Services |
3.4 |
|
|
1.0 |
|
| Health Care Technology |
13.9 |
|
|
16.0 |
|
| Hotels, Restaurants & Leisure |
0.8 |
|
|
1.9 |
|
| Household Durables |
0.6 |
|
|
1.3 |
|
| Industrial Conglomerates |
0.7 |
|
|
1.4 |
|
Insurance(3) |
4.4 |
|
|
2.0 |
|
| Internet & Direct Marketing Retail |
2.2 |
|
|
4.4 |
|
| IT Services |
4.2 |
|
|
5.5 |
|
Joint Ventures(1)(4) |
0.4 |
|
|
— |
|
| Life Sciences Tools & Services |
2.1 |
|
|
1.4 |
|
| Media |
0.9 |
|
|
0.9 |
|
| Multiline Retail |
0.2 |
|
|
0.2 |
|
Pharmaceuticals(5) |
1.0 |
|
|
1.0 |
|
| Professional Services |
6.1 |
|
|
5.8 |
|
| Real Estate Management & Development |
0.2 |
|
|
0.6 |
|
| Road & Rail |
0.1 |
|
|
0.2 |
|
| Specialty Retail |
0.8 |
|
|
— |
|
| Systems Software |
17.9 |
|
|
23.2 |
|
|
|
|
|
Thrifts & Mortgage Finance(1) |
— |
|
|
— |
|
| Wireless Telecommunication Services |
0.5 |
|
|
— |
|
| Total |
100.0 |
% |
|
100.0 |
% |
(1)As of December 31, 2025 or December 31, 2024, our investment rounds to less than 0.1% of the fair value of the portfolio.
(2)Includes debt and equity investment in Amergin AssetCo.
(3)Includes equity investment in Fifth Season.
(4)Includes equity investment in Credit SLF, Blue Owl Leasing, and Stripe Blue Owl.
(5)Includes equity investment in LSI Financing DAC and LSI Financing LLC.
(6)Includes equity investment in BOCSO.
We classify the industries of our portfolio companies by end-market (such as health care technology) and not by the product or services (such as software) directed to those end-markets.
The table below describes investments by geographic composition based on fair value as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
| United States: |
|
|
|
| Midwest |
16.3 |
% |
|
20.9 |
% |
| Northeast |
21.8 |
|
|
15.9 |
|
| South |
24.2 |
|
|
19.8 |
|
| West |
27.8 |
|
|
28.7 |
|
|
|
|
|
| Australia |
0.6 |
|
|
— |
|
| Brazil |
0.3 |
|
|
0.6 |
|
| Canada |
2.3 |
|
|
3.0 |
|
|
|
|
|
| Estonia |
0.1 |
|
|
0.2 |
|
|
|
|
|
| Guernsey |
— |
|
|
1.2 |
|
Ireland(1) |
— |
|
|
1.0 |
|
| Israel |
— |
|
|
2.3 |
|
Netherlands(1) |
— |
|
|
— |
|
| Norway |
0.5 |
|
|
0.4 |
|
| Spain |
— |
|
|
0.3 |
|
| Sweden |
0.5 |
|
|
0.5 |
|
| Switzerland |
0.1 |
|
|
— |
|
| United Kingdom |
5.5 |
|
|
5.2 |
|
| Total |
100.0 |
% |
|
100.0 |
% |
(1)As of December 31, 2025 or December 31, 2024, our investment rounds to less than 0.1% of the fair value of the portfolio.
The table below presents the weighted average yields and interest rates of our investments at fair value as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
Weighted average total yield of portfolio(1) |
8.8 |
% |
|
9.4 |
% |
| Weighted average total yield of debt and income producing securities |
9.6 |
% |
|
10.9 |
% |
| Weighted average interest rate of debt securities |
9.0 |
% |
|
10.3 |
% |
| Weighted average spread over base rate of all floating rate investments |
5.4 |
% |
|
6.1 |
% |
(1)For non-stated rate income producing investments, computed based on (a) the dividend or interest income earned for the respective trailing twelve months ended on the measurement date, divided by (b) the ending fair value. In instances where historical dividend or interest income data is not available or not representative for the trailing twelve months ended, the dividend or interest income is annualized.
The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount and loan origination fees, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.
Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
•assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
•periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
•comparisons to other companies in the portfolio company’s industry; and
•review of monthly or quarterly financial statements and financial projections for portfolio companies.
An investment will be placed on the Adviser's credit watch list when select events occur and will only be removed from the watch list with oversight of the Technology Lending Investment Committee and/or other agents of Blue Owl’s credit platform. Once an investment is on the credit watch list, the Adviser works with the borrower to resolve any financial stress through amendments, waivers or other alternatives.
If a borrower defaults on its payment obligations, the Adviser's focus shifts to capital recovery. If an investment needs to be restructured, the Adviser’s workout team partners with the investment team and all material amendments, waivers and restructurings require the approval of a majority of the Technology Lending Investment Committee.
As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors.
The rating system is as follows:
|
|
|
|
|
|
|
|
|
| Investment Rating |
|
Description |
| 1 |
|
Investments with a rating of 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable; |
| 2 |
|
Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rate of 2; |
| 3 |
|
Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition; |
| 4 |
|
Investments rated 4 involve a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and |
| 5 |
|
Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair value of the loan to the amount we anticipate will be recovered. |
Our Adviser rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3, 4 or 5, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company.
The Adviser has built out its portfolio management team to include workout experts who closely monitor our portfolio companies and who, on at least a quarterly basis, assess each portfolio company’s operational and liquidity exposure and outlook to understand and mitigate risks; and, on at least a monthly basis, evaluates existing and newly identified situations where operating results are deviating from expectations. As part of its monitoring process, the Adviser focuses on projected liquidity needs and where warranted, re-underwriting credits and evaluating downside and liquidation scenarios. The Adviser focuses on downside protection by leveraging existing rights available under our credit documents; however, for investments that are significantly underperforming or which may need to be restructured, the Adviser’s workout team partners with the investment team and all material amendments, waivers and restructurings require the approval of a majority of the Technology Lending Investment Committee. As of December 31, 2025, two of our portfolio companies are on non-accrual. Our average annual gain/(loss) ratio is 0.23%.
The table below presents the composition of our portfolio on the 1 to 5 rating scale as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
| Investment Rating |
|
Investments
at Fair Value |
|
Percentage of
Total Portfolio |
|
Investments
at Fair Value |
|
Percentage of
Total Portfolio |
| ($ in thousands) |
|
|
|
|
|
|
|
|
| 1 |
|
$ |
1,653,599 |
|
|
11.6 |
% |
|
$ |
497,938 |
|
|
7.8 |
% |
| 2 |
|
11,366,623 |
|
|
79.6 |
|
|
5,264,285 |
|
|
82.1 |
|
| 3 |
|
1,185,876 |
|
|
8.3 |
|
|
640,302 |
|
|
10.0 |
|
| 4 |
|
75,251 |
|
|
0.5 |
|
|
— |
|
|
— |
|
5(1) |
|
4,690 |
|
|
— |
|
|
4,941 |
|
|
0.1 |
|
| Total |
|
$ |
14,286,039 |
|
|
100.0 |
% |
|
$ |
6,407,466 |
|
|
100.0 |
% |
(1)As of December 31, 2025, our investment rounds to less than 0.1% of the fair value of the portfolio.
The table below presents the amortized cost of our performing and non-accrual debt investments as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
| ($ in thousands) |
Amortized Cost |
|
Percentage |
|
Amortized Cost |
|
Percentage |
| Performing |
$ |
12,035,893 |
|
|
99.6 |
% |
|
$ |
5,075,380 |
|
|
99.7 |
% |
| Non-accrual |
54,324 |
|
|
0.4 |
|
|
17,330 |
|
|
0.3 |
|
| Total |
$ |
12,090,217 |
|
|
100.0 |
% |
|
$ |
5,092,710 |
|
|
100.0 |
% |
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Portfolio Companies
The following table sets forth certain information regarding each of the portfolio companies in which we had a debt or equity investment as of December 31, 2025. We offer to make available significant managerial assistance to our portfolio companies. We may receive rights to observe the meetings of our portfolio companies’ board of directors. Other than these investments, our only relationships with our portfolio companies are the managerial assistance we may separately provide to our portfolio companies, which services would be ancillary to our investments. As of December 31, 2025, other than Credit SLF, Blue Owl Leasing, Revolut Ribbit Holdings LLC, and Stripe Blue Owl we did not “control” any of our portfolio companies, and, other than Amergin, BOCSO, Coherent Group, Fifth Season, Halo Purchaser LLC, Help HP SCF Investor, LSI Financing DAC, LSI Financing LLC, Pluralsight, Inc., Signifyd Inc and Walker Edison Furniture Company LLC, we were not an “affiliate” of any of our portfolio companies, as defined in the 1940 Act. In general, under the 1940 Act, we would “control” a portfolio company if we owned 25.0% or more of its voting securities or have the power to exercise control over management or policies of such portfolio company (including through a management agreement) and would be an “affiliate” of a portfolio company if we owned 5.0% or more of its voting securities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6Sense Insights, Inc.(3)(4)—450 Mission Street, San Francisco, CA, 94105 |
|
Application Software |
|
Series E-1 Preferred Stock |
|
N/A |
|
|
|
N/A |
|
0.9% |
|
1,580,642 |
|
|
$ |
48,102 |
|
|
$ |
37,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(3)(4)—1100 Highland Drive, Boca Raton, Florida, 33487 |
|
Diversified Financial Services |
|
Specialty finance equity investment |
|
N/A |
|
|
|
N/A |
|
11.1% |
|
7,365,950 |
|
|
9,178 |
|
|
9,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(3)(4)(6)—1100 Highland Drive, Boca Raton, Florida, 33487 |
|
Diversified Financial Services |
|
Specialty finance debt investment |
|
N/A |
|
12.00% |
|
7/2030 |
|
|
|
16,312 |
|
|
16,303 |
|
|
16,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AAM Series 2.1 Aviation Feeder, LLC(3)(4)—1100 Highland Drive, Boca Raton, Florida, 33487 |
|
Diversified Financial Services |
|
Specialty finance equity investment |
|
N/A |
|
|
|
N/A |
|
11.1% |
|
8,168,669 |
|
|
10,722 |
|
|
12,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AAM Series 2.1 Aviation Feeder, LLC(3)(4)(6)—1100 Highland Drive, Boca Raton, Florida, 33487 |
|
Diversified Financial Services |
|
Specialty finance debt investment |
|
N/A |
|
12.00% |
|
11/2030 |
|
|
|
21,140 |
|
|
21,146 |
|
|
21,140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accelerate Topco Holdings, LLC(3)(4)—2650 McCormick Drive, Clearwater, FL, 33759 |
|
Insurance |
|
Common Units |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
12,822 |
|
|
612 |
|
|
566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accommodations Plus Technologies LLC(3)(4)(9)—265 Broadhollow Road, Melville, NY, 11747 |
|
Airlines |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
|
5/2032 |
|
|
|
48,844 |
|
|
48,379 |
|
|
48,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acorns Grow Incorporated(3)(4)(6)—5300 California Avenue, Irvine, CA, 92617 |
|
Capital Markets |
|
Series F Preferred Stock |
|
N/A |
|
5.00% |
|
N/A |
|
<1% |
|
572,135 |
|
|
11,820 |
|
|
11,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acquia Inc.(3)(4)(9)—53 State Street, Boston, MA, 02109 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
|
10/2026 |
|
|
|
188,298 |
|
|
188,019 |
|
|
183,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Activate Holdings (US) Corp. (dba Absolute Software)(3)(4)(9)—1055 Dunsmuir Street, Vancouver, BC V7X 1K8, Canada |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
|
7/2030 |
|
|
|
53,987 |
|
|
54,003 |
|
|
53,987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aerosmith Bidco 1 Limited (dba Audiotonix)(3)(4)(9)—No.5 The Distillery Silverglade Business Park Leatherhead Road, Chessington, Surrey KT9 2QL, United Kingdom |
|
Entertainment |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
|
7/2031 |
|
|
|
197,055 |
|
|
196,059 |
|
|
197,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AI Titan Parent, Inc. (dba Prometheus Group)(3)(4)(8)—4601 Six Forks Road, Raleigh, NC, 27609 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
8/2031 |
|
|
|
52,447 |
|
|
51,959 |
|
|
51,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Algolia, Inc.(4)—3790 El Camino Real, Palo Alto, CA, 94306 |
|
Systems Software |
|
Series C Preferred Stock |
|
N/A |
|
|
|
N/A |
|
0.2% |
|
970,281 |
|
|
10,000 |
|
|
17,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Algolia, Inc.(4)—3790 El Camino Real, Palo Alto, CA, 94306 |
|
Systems Software |
|
Series D Preferred Stock |
|
N/A |
|
|
|
N/A |
|
1.2% |
|
136,776 |
|
|
4,000 |
|
|
3,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Alpha Partners Technology Merger Corp—Empire State Building, New York, NY, 10118 |
|
Application Software |
|
Common stock |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
30,000 |
|
|
1,000 |
|
|
347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Alpha Partners Technology Merger Corp—Empire State Building, New York, NY, 10118 |
|
Application Software |
|
Warrants |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
666,666 |
|
|
— |
|
|
360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AlphaSense, Inc.(3)(4)(9)—24 Union Square East, New York, NY, 10003 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
6.25% |
|
|
6/2029 |
|
|
|
59,360 |
|
|
58,953 |
|
|
59,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AlphaSense, LLC(3)(4)—24 Union Square East, New York, NY, 10003 |
|
Application Software |
|
Series E Preferred Shares |
|
N/A |
|
|
|
N/A |
|
0.3% |
|
1,422,042 |
|
|
13,176 |
|
|
17,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amergin Asset Management, LLC(3)(4)—1100 Highland Drive, Boca Raton, Florida, 33487 |
|
Diversified Financial Services |
|
Specialty finance equity investment |
|
N/A |
|
|
|
N/A |
|
5.0% |
|
50,000,000 |
|
|
783 |
|
|
2,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AmeriLife Holdings LLC(3)(4)(9)—2650 McCormick Drive, Clearwater, FL, 33759 |
|
Insurance |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
8/2029 |
|
|
|
45,716 |
|
|
45,539 |
|
|
45,486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AmeriLife Holdings LLC(3)(4)(9)—2650 McCormick Drive, Clearwater, FL, 33759 |
|
Insurance |
|
First lien senior secured revolving loan |
|
S+ |
5.00% |
|
|
8/2028 |
|
|
|
816 |
|
|
797 |
|
|
792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Anaplan, Inc.(3)(4)(9)—1450 Brickell Avenue, Miami, FL, 33131 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
6/2029 |
|
|
|
123,741 |
|
|
123,741 |
|
|
123,741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Appfire Technologies, LLC(3)(4)(9)—1500 District Avenue, Burlington, MA, 01803 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
3/2028 |
|
|
|
7,343 |
|
|
7,345 |
|
|
7,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aptean Acquiror, Inc. (dba Aptean)(3)(4)(8)—4325 Alexander Drive, Alpharetta, GA, 30022 |
|
Industrial Conglomerates |
|
First lien senior secured revolving loan |
|
S+ |
4.65% |
|
|
1/2031 |
|
|
|
272 |
|
|
269 |
|
|
272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aptean Acquiror, Inc. (dba Aptean)(3)(4)(9)—4325 Alexander Drive, Alpharetta, GA, 30022 |
|
Industrial Conglomerates |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
1/2031 |
|
|
|
16,776 |
|
|
16,704 |
|
|
16,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arctic Wolf Networks, Inc.(3)(4)(6)—8939 Columbine Road, Eden Prairie, MN, 55347 |
|
Systems Software |
|
Senior convertible notes |
|
N/A |
|
3.00% |
|
11/2030 |
|
0.0% |
|
130,908 |
|
|
183,045 |
|
|
183,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arctic Wolf Networks, Inc.(3)(4)(9)—8939 Columbine Road, Eden Prairie, MN, 55347 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
5.75% |
|
|
2/2030 |
|
|
|
88,384 |
|
|
87,605 |
|
|
87,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arctic Wolf Networks, Inc.(4)—8939 Columbine Road, Eden Prairie, MN, 55347 |
|
Systems Software |
|
Preferred Stock |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
3,032,840 |
|
|
25,036 |
|
|
28,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Armstrong Bidco Limited(3)(4)(19)—Armstrong Building, Oakwood Drive Loughborough University Science & Enterprise Park, Loughborough LE11 3QF, United Kingdom |
|
Application Software |
|
First lien senior secured GBP term loan |
|
SA+ |
5.25% |
|
|
6/2029 |
|
|
|
£ |
16,173 |
|
|
20,205 |
|
|
21,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arrow Borrower 2025, Inc. (dba AvidXchange)(3)(4)(9)—1210 AvidXchange Lane, Charlotte, NC, 28206 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
4.25% |
|
|
10/2032 |
|
|
|
36,960 |
|
|
36,779 |
|
|
36,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Artifact Bidco, Inc. (dba Avetta)(3)(4)(9)—3300 North Triumph Boulevard, Lehi, UT, 84043 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
4.15% |
|
|
7/2031 |
|
|
|
34,579 |
|
|
34,437 |
|
|
34,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Associations Finance, Inc.(3)(4)(6)—5401 North Central Expressway, Dallas, TX, 75205 |
|
Buildings & Real Estate |
|
Unsecured notes |
|
N/A |
|
14.25% |
|
5/2030 |
|
0.0% |
|
45,790 |
|
|
45,689 |
|
|
45,790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Associations, Inc.(3)(4)(9)—5401 North Central Expressway, Dallas, TX, 75205 |
|
Buildings & Real Estate |
|
First lien senior secured loan |
|
S+ |
6.50% |
|
|
7/2028 |
|
|
|
137,330 |
|
|
137,223 |
|
|
137,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Asurion, LLC(3)(8)—140 11th Avenue North, Nashville, TN, 37203 |
|
Insurance |
|
First lien senior secured loan |
|
S+ |
4.25% |
|
|
8/2028 |
|
|
|
18,249 |
|
|
18,171 |
|
|
18,272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Asurion, LLC(3)(8)—140 11th Avenue North, Nashville, TN, 37203 |
|
Insurance |
|
Second lien senior secured loan |
|
S+ |
5.25% |
|
|
1/2028 |
|
|
|
10,833 |
|
|
10,741 |
|
|
10,781 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Athenahealth Group Inc.(3)(8)—Boston Landing, Boston, MA, 02135 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
2.75% |
|
|
2/2029 |
|
|
|
3,458 |
|
|
3,425 |
|
|
3,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aurelia Netherlands B.V.(3)(4)(14)—Grensen 5, Oslo, 0159, Norway |
|
Internet & Direct Marketing Retail |
|
First lien senior secured EUR term loan |
|
E+ |
4.75% |
|
|
5/2031 |
|
|
|
€ |
64,942 |
|
|
73,397 |
|
|
76,271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Axonius, Inc.(4)—41 Madison Avenue, New York, NY, 10010 |
|
Systems Software |
|
Series E Preferred Stock |
|
N/A |
|
|
|
N/A |
|
0.4% |
|
1,733,274 |
|
|
8,149 |
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(3)(4)(8)—3347 Michelson Drive, Irvine, CA, 92612 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
6.00% |
|
|
3/2031 |
|
|
|
94,049 |
|
|
93,224 |
|
|
94,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bamboo US BidCo LLC(3)(4)(14)—1 Baxter Parkway, Deerfield, IL, 60015 |
|
Life Sciences Tools & Services |
|
First lien senior secured EUR term loan |
|
E+ |
5.00% |
|
|
9/2030 |
|
|
|
€ |
15,539 |
|
|
16,720 |
|
|
18,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bamboo US BidCo LLC(3)(4)(8)—1 Baxter Parkway, Deerfield, IL, 60015 |
|
Life Sciences Tools & Services |
|
First lien senior secured delayed draw term loan |
|
S+ |
5.06% |
|
|
9/2030 |
|
|
|
2,852 |
|
|
2,835 |
|
|
2,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bamboo US BidCo LLC(3)(4)(9)—1 Baxter Parkway, Deerfield, IL, 60015 |
|
Life Sciences Tools & Services |
|
First lien senior secured delayed draw term loan |
|
S+ |
5.00% |
|
|
9/2030 |
|
|
|
32,217 |
|
|
32,194 |
|
|
32,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Barracuda Parent, LLC(3)(4)(9)—3175 Winchester Boulevard, Campbell, CA, 95008 |
|
Systems Software |
|
Second lien senior secured loan |
|
S+ |
7.00% |
|
|
8/2030 |
|
|
|
55,875 |
|
|
44,798 |
|
|
40,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Barracuda Parent, LLC(3)(4)(9)—3175 Winchester Boulevard, Campbell, CA, 95008 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
6.50% |
|
|
8/2029 |
|
|
|
20,442 |
|
|
19,931 |
|
|
17,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Barracuda Parent, LLC(3)(9)—3175 Winchester Boulevard, Campbell, CA, 95008 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
8/2029 |
|
|
|
22,800 |
|
|
20,476 |
|
|
18,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Baypine Commander Co-Invest, LP(3)(4)—310 East 4500 South, Salt Lake City, UT, 84107 |
|
Life Sciences Tools & Services |
|
LP Interest |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
$ |
1,807 |
|
|
1,818 |
|
|
1,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bayshore Intermediate #2, L.P. (dba Boomi)(3)(4)(9)—1 West Elm Street, Conshohocken, PA, 19428 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
2.50% |
3.00% |
|
10/2028 |
|
|
|
158,041 |
|
|
158,069 |
|
|
158,041 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bayshore Intermediate #2, L.P. (dba Boomi)(3)(4)(9)—1 West Elm Street, Conshohocken, PA, 19428 |
|
Systems Software |
|
First lien senior secured revolving loan |
|
S+ |
5.00% |
|
|
10/2027 |
|
|
|
3,257 |
|
|
3,234 |
|
|
3,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCPE Osprey Buyer, Inc. (dba PartsSource)(3)(4)(8)—50 Executive Parkway, Hudson, OH, 44236 |
|
Health Care Technology |
|
First lien senior secured delayed draw term loan |
|
S+ |
5.75% |
|
|
8/2028 |
|
|
|
24,701 |
|
|
24,464 |
|
|
24,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCPE Osprey Buyer, Inc. (dba PartsSource)(3)(4)(8)—50 Executive Parkway, Hudson, OH, 44236 |
|
Health Care Technology |
|
First lien senior secured revolving loan |
|
S+ |
5.75% |
|
|
8/2026 |
|
|
|
10,193 |
|
|
10,166 |
|
|
10,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCPE Osprey Buyer, Inc. (dba PartsSource)(3)(4)(9)—50 Executive Parkway, Hudson, OH, 44236 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
5.75 |
|
|
8/2028 |
|
|
|
112,966 |
|
|
112,138 |
|
|
111,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCTO BSI Buyer, Inc. (dba Buildertrend)(3)(4)(9)—11818 I Street, Omaha, NE, 68137 |
|
Household Durables |
|
First lien senior secured loan |
|
S+ |
6.50% |
|
|
12/2028 |
|
|
|
83,345 |
|
|
83,166 |
|
|
83,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCTO WIW Holdings, Inc. (dba When I Work)(3)(4)(6)—420 North 5th Street, Minneapolis, MN, 55401 |
|
Professional Services |
|
Senior convertible notes |
|
N/A |
|
5.50% |
|
8/2030 |
|
0.0% |
|
4,740 |
|
|
4,694 |
|
|
4,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BEHP Co-Investor II, L.P.(3)(4)—11511 Reed Hartman Highway, Blue Ash, OH, 45241 |
|
Health Care Technology |
|
LP Interest |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
$ |
2,540 |
|
|
1,901 |
|
|
3,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bird Holding B.V. (fka MessageBird Holding B.V.)(3)(4)—Postbus 14674, 1001 LD Amsterdam, The Netherlands |
|
Application Software |
|
Extended Series C Warrants |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
191,530 |
|
|
1,174 |
|
|
214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Blackhawk Network Holdings, Inc.(3)(9)—6220 Stoneridge Mall Rd, Pleasanton, CA, 94588 |
|
Diversified Financial Services |
|
First lien senior secured loan |
|
S+ |
4.00% |
|
|
3/2029 |
|
|
|
89,496 |
|
|
89,464 |
|
|
89,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Blend Labs, Inc.(3)(4)—415 Kearny Street, San Francisco, CA, 94108 |
|
Thrifts & Mortgage Finance |
|
Warrants |
|
N/A |
|
|
|
N/A |
|
0.2% |
|
299,215 |
|
|
1,625 |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Blue Owl Credit SLF LLC(3)(5)—399 Park Avenue, 37th Floor, New York, NY 10022 |
|
Joint Venture |
|
LLC Interest |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
$ |
30,875 |
|
|
30,885 |
|
|
30,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Blue Owl Cross-Strategy Opportunities LLC(3)(5)—399 Park Avenue, New York, NY 10022 |
|
Asset Based Lending and Fund Finance |
|
Specialty finance equity investment |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
$ |
57,713 |
|
|
57,713 |
|
|
57,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Blue Owl Leasing LLC(3)(5)—399 Park Avenue, 37th Floor, New York, NY 10022 |
|
Joint Venture |
|
LLC Interest |
|
N/A |
|
|
|
N/A |
|
7.9% |
|
$ |
5,105 |
|
|
5,105 |
|
|
5,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bolt Technology OÜ(4)—Vana-Lõuna tn 15, 10134 Tallinn, Estonia |
|
Road & Rail |
|
Preferred Stock |
|
N/A |
|
|
|
N/A |
|
0.2% |
|
43,478 |
|
|
11,318 |
|
|
12,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Boxer Parent Company Inc. (f/k/a BMC)(3)(9)—2103 CityWest Boulevard, Houston, TX, 77042 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
3.00% |
|
|
7/2031 |
|
|
|
29,775 |
|
|
29,523 |
|
|
29,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bracket Intermediate Holding Corp.(3)(4)(9)—785 Arbor Way, Blue Bell, PA, 19422 |
|
Life Sciences Tools & Services |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
10/2031 |
|
|
|
36,425 |
|
|
36,069 |
|
|
36,061 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Brex, Inc.(3)(4)—650 South 500 West, Salt Lake City, UT, 84101 |
|
Diversified Financial Services |
|
Class A Units |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
1,358,335 |
|
|
9,997 |
|
|
9,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Brex, Inc.(4)—650 South 500 West, Salt Lake City, UT, 84101 |
|
Diversified Financial Services |
|
Preferred Stock |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
143,943 |
|
|
5,012 |
|
|
3,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bristol Hospice L.L.C.(3)(4)(9)—206 North 2100 West, Salt Lake City, UT, 84116 |
|
Health Care Providers & Services |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
8/2032 |
|
|
|
18,258 |
|
|
18,168 |
|
|
18,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(3)(4)—1 West Elm Street, Conshohocken, PA, 19428 |
|
Systems Software |
|
Common Units |
|
N/A |
|
|
|
N/A |
|
0.4% |
|
12,692,160 |
|
|
12,692 |
|
|
21,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BTRS Holdings Inc. (dba Billtrust)(3)(4)(9)—11D South Gold Drive, Hamilton, NJ, 08691 |
|
Diversified Financial Services |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
|
12/2028 |
|
|
|
150,601 |
|
|
150,344 |
|
|
150,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BusinessSolver.com, Inc.(3)(4)(9)—1025 Ashworth Road, West Des Moines, IA, 50265 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
12/2032 |
|
|
|
84,467 |
|
|
84,048 |
|
|
84,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CALABRIO, INC.(3)(4)(9)—241 North 5th Avenue, Minneapolis, MN, 55401 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
4.00% |
|
|
11/2032 |
|
|
|
10,000 |
|
|
9,505 |
|
|
9,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cambrex Corporation(3)(4)(8)—One Meadowlands Plaza, East Rutherford, NJ, 07073 |
|
Health Care Equipment & Supplies |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
3/2032 |
|
|
|
39,261 |
|
|
38,872 |
|
|
39,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(3)(4)(9)—3025 Windward Plaza, Alpharetta, GA, 30005 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
|
8/2027 |
|
|
|
76,468 |
|
|
75,836 |
|
|
74,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CCI BUYER, INC. (dba Consumer Cellular)(3)(4)(9)—9363 East Bahia Drive, Scottsdale, AZ, 85260 |
|
Wireless Telecommunication Services |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
5/2032 |
|
|
|
74,926 |
|
|
74,221 |
|
|
74,926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CCM Midco, LLC (f/k/a Cresset Capital Management, LLC)(3)(4)(8)—444 West Lake Street, Chicago, IL, 60606 |
|
Capital Markets |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
6/2030 |
|
|
|
19,829 |
|
|
19,652 |
|
|
19,829 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Certinia Inc.(3)(4)(9)—301 Congress Avenue, Austin, TX, 78701 |
|
Professional Services |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
8/2031 |
|
|
|
231,597 |
|
|
231,242 |
|
|
231,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Chrome Investors LP(3)(4)—5301 Southwest Parkway, Austin, TX, 78735 |
|
Systems Software |
|
LP Interest |
|
N/A |
|
|
|
N/A |
|
N/A |
|
$ |
16,407 |
|
|
16,417 |
|
|
16,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Circle Internet Services, Inc.(4)—2261 Market Street, San Francisco, CA, 94114 |
|
Systems Software |
|
Subordinated Convertible Security |
|
N/A |
|
|
|
N/A |
|
N/A |
|
759 |
|
|
759 |
|
|
759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Circle Internet Services, Inc.(4)—2261 Market Street, San Francisco, CA, 94114 |
|
Systems Software |
|
Warrants |
|
N/A |
|
|
|
N/A |
|
0.1% |
|
244,580 |
|
|
6 |
|
|
538 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Circle Internet Services, Inc.(4)—2261 Market Street, San Francisco, CA, 94114 |
|
Systems Software |
|
Series D Preferred Stock |
|
N/A |
|
|
|
N/A |
|
4.5% |
|
2,934,961 |
|
|
15,000 |
|
|
14,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Circle Internet Services, Inc.(4)—2261 Market Street, San Francisco, CA, 94114 |
|
Systems Software |
|
Series E Preferred Stock |
|
N/A |
|
|
|
N/A |
|
4.5% |
|
821,806 |
|
|
6,917 |
|
|
4,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Circle Internet Services, Inc.(4)—2261 Market Street, San Francisco, CA, 94114 |
|
Systems Software |
|
Series F Preferred Stock |
|
N/A |
|
|
|
N/A |
|
4.5% |
|
75,876 |
|
|
1,500 |
|
|
788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CivicPlus, LLC(3)(4)(9)—302 South 4th Street, Manhattan, KS, 66502 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
3.25% |
2.75% |
|
8/2030 |
|
|
|
92,655 |
|
|
92,235 |
|
|
92,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CivicPlus, LLC(3)(4)(9)—302 South 4th Street, Manhattan, KS, 66502 |
|
Application Software |
|
First lien senior secured delayed draw term loan |
|
S+ |
5.50% |
|
|
8/2030 |
|
|
|
12,669 |
|
|
12,606 |
|
|
12,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CloudPay, Inc.(3)(4)(6)—Kingsgate House, Newbury Road, Andover, Hampshire SP10 4DU, United Kingdom |
|
Professional Services |
|
Series E Preferred Stock |
|
N/A |
|
13.50% |
|
N/A |
|
3.6% |
|
87,370 |
|
|
22,661 |
|
|
22,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CloudPay, Inc.(3)(4)(9)—Kingsgate House, Newbury Road, Andover, Hampshire SP10 4DU, United Kingdom |
|
Professional Services |
|
First lien senior secured loan |
|
S+ |
7.50% |
|
|
7/2029 |
|
|
|
24,500 |
|
|
24,263 |
|
|
23,582 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Coherent Group Inc.(3)(4)(6)—1450 Broadway, New York, NY, 10018 |
|
Insurance |
|
Convertible notes |
|
N/A |
5.30% |
|
|
3/2027 |
|
0.0% |
|
3,029 |
|
|
3,029 |
|
|
3,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Coherent Group Inc.(4)—1450 Broadway, New York, NY, 10018 |
|
Insurance |
|
Series B Preferred Shares |
|
N/A |
|
|
|
N/A |
|
8.7% |
|
456,035 |
|
|
12,210 |
|
|
13,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Color Intermediate, LLC (dba ClaimsXten)(3)(4)(9)—3803 West Chester Pike, Newtown Square, PA, 19073 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
10/2029 |
|
|
|
47,428 |
|
|
47,460 |
|
|
47,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Commander Buyer, Inc. (dba CenExel)(3)(4)(9)—310 East 4500 South, Salt Lake City, UT, 84107 |
|
Life Sciences Tools & Services |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
6/2032 |
|
|
|
33,050 |
|
|
32,876 |
|
|
33,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Computer Services, Inc. (dba CSI)(3)(4)(9)—3901 Technology Drive, Paducah, KY, 42001 |
|
Diversified Financial Services |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
11/2031 |
|
|
|
229,153 |
|
|
228,937 |
|
|
229,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ConnectWise, LLC(3)(9)—400 North Tampa Street, Tampa, FL, 33602 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
3.50% |
|
|
9/2028 |
|
|
|
3,026 |
|
|
3,025 |
|
|
2,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CoreTrust Purchasing Group LLC(3)(4)(8)—601 11th Avenue North, Nashville, TN, 37203 |
|
Diversified Support Services |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
10/2029 |
|
|
|
34,488 |
|
|
34,508 |
|
|
34,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cornerstone OnDemand, Inc.(3)(4)(8)—1601 Cloverfield Boulevard, Santa Monica, CA, 90404 |
|
Professional Services |
|
Second lien senior secured loan |
|
S+ |
6.50% |
|
|
10/2029 |
|
|
|
71,667 |
|
|
71,056 |
|
|
64,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Coupa Holdings, LLC(3)(4)(9)—950 Tower Lane, Foster City, CA, 94404 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
|
2/2030 |
|
|
|
84,313 |
|
|
84,371 |
|
|
84,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Covetrus, Inc.(3)(4)(9)—12 Mountfort Street, Portland, ME, 04101 |
|
Health Care Providers & Services |
|
Second lien senior secured loan |
|
S+ |
9.25% |
|
|
10/2030 |
|
|
|
75,000 |
|
|
73,534 |
|
|
72,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC)(3)(4)(10)—302 South 4th Street, Manhattan, KS, 66502 |
|
Application Software |
|
Unsecured notes |
|
S+ |
|
11.75% |
|
6/2034 |
|
0.0% |
|
28,682 |
|
|
28,441 |
|
|
28,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Creek Parent, Inc. (dba Catalent)(3)(4)(8)—200 Crossing Boulevard, Bridgewater, NJ, 08807 |
|
Life Sciences Tools & Services |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
12/2031 |
|
|
|
173,577 |
|
|
171,927 |
|
|
172,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Crewline Buyer, Inc. (dba New Relic)(3)(4)(9)—188 Spear Street, San Francisco, CA, 94105 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
6.75% |
|
|
11/2030 |
|
|
|
213,236 |
|
|
211,129 |
|
|
211,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant)(3)(4)(8)—2222 West Dunlap Avenue, Phoenix, AZ, 85021 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
8/2031 |
|
|
|
157,173 |
|
|
156,961 |
|
|
157,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant)(3)(4)(8)—2222 West Dunlap Avenue, Phoenix, AZ, 85021 |
|
Health Care Technology |
|
First lien senior secured delayed draw term loan |
|
S+ |
4.75% |
|
|
8/2031 |
|
|
|
41,781 |
|
|
41,551 |
|
|
41,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Databricks, Inc.(3)(4)(8)—160 Spear Street, 15th Floor, San Francisco, CA, 94105 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
1/2031 |
|
|
|
114,694 |
|
|
114,233 |
|
|
114,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deerfield Dakota Holdings(3)(4)(9)—One World Trade Center, New York, NY, 10007 |
|
Diversified Financial Services |
|
First lien senior secured loan |
|
S+ |
3.00% |
2.75% |
|
9/2032 |
|
|
|
127,462 |
|
|
126,851 |
|
|
126,825 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Delinea Buyer, Inc. (f/k/a Centrify)(3)(4)(9)—221 Main Street, San Francisco, CA, 94105 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
5.75 |
|
|
3/2028 |
|
|
|
104,640 |
|
|
103,571 |
|
|
104,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Delta TopCo, Inc. (dba Infoblox, Inc.)(3)(8)—2390 Mission College Boulevard, Santa Clara, CA, 95054 |
|
Systems Software |
|
Second lien senior secured loan |
|
S+ |
5.25% |
|
|
11/2030 |
|
|
|
30,000 |
|
|
29,976 |
|
|
29,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Denali Intermediate Holdings, Inc. (dba Dun & Bradstreet)(3)(4)(8)—5335 Gate Parkway, Jacksonville, FL, 32256 |
|
Capital Markets |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
|
8/2032 |
|
|
|
86,364 |
|
|
85,115 |
|
|
85,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diamond Insure Bidco (dba Acturis)(3)(4)(14)—100 Hatton Garden, London , EC1N 8NX, United Kingdom |
|
Insurance |
|
First lien senior secured EUR term loan |
|
E+ |
3.75% |
|
|
7/2031 |
|
|
|
€ |
8,121 |
|
|
8,678 |
|
|
9,538 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diamond Insure Bidco (dba Acturis)(3)(4)(19)—100 Hatton Garden, London , EC1N 8NX, United Kingdom |
|
Insurance |
|
First lien senior secured GBP term loan |
|
SA+ |
4.00% |
|
|
7/2031 |
|
|
|
£ |
23,926 |
|
|
30,530 |
|
|
32,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diligent Preferred Issuer, Inc. (dba Diligent Corporation)(3)(4)(6)—61 West 23rd Street, New York, NY, 10010 |
|
Application Software |
|
Preferred Stock |
|
N/A |
|
10.50% |
|
N/A |
|
0.0% |
|
15,000 |
|
|
23,489 |
|
|
22,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dodge Construction Network Holdings, L.P.(3)(4)—56 Broad Street, Boston, MA, 02109 |
|
Construction & Engineering |
|
Class A-2 Common Units |
|
N/A |
|
|
|
N/A |
|
0.7% |
|
3,333,333 |
|
|
2,841 |
|
|
400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dodge Construction Network Holdings, L.P.(3)(4)(6)—56 Broad Street, Boston, MA, 02109 |
|
Construction & Engineering |
|
Series A Preferred Units |
|
N/A |
|
8.25% |
|
N/A |
|
0.7% |
|
— |
|
|
69 |
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dodge Construction Network LLC(3)(4)(9)—56 Broad Street, Boston, MA, 02109 |
|
Construction & Engineering |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
2/2029 |
|
|
|
6,035 |
|
|
5,018 |
|
|
4,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dodge Construction Network LLC(3)(9)—56 Broad Street, Boston, MA, 02109 |
|
Construction & Engineering |
|
First lien senior secured loan |
|
S+ |
6.25% |
|
|
1/2029 |
|
|
|
4,352 |
|
|
4,282 |
|
|
4,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Eagan Parent, Inc. (dba Elite)(3)(4)(9)—675 3rd Avenue, New York, NY, 10017 |
|
Diversified Consumer Services |
|
First lien senior secured loan |
|
S+ |
4.25% |
|
|
9/2032 |
|
|
|
23,675 |
|
|
23,560 |
|
|
23,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EET Buyer, Inc. (dba e-Emphasys)(3)(4)(9)—2501 Weston Parkway, Cary, NC, 27513 |
|
Building Products |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
|
11/2027 |
|
|
|
74,848 |
|
|
74,584 |
|
|
74,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Einstein Parent, Inc. (dba Smartsheet)(3)(4)(9)—500 108th Avenue Northeast, Bellevue, WA, 98004 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
6.50% |
|
|
1/2031 |
|
|
|
105,186 |
|
|
104,237 |
|
|
104,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Elliott Alto Co-Investor Aggregator L.P.(3)(4)—851 Cypress Creek Road, Fort Lauderdale, FL, 33309 |
|
Systems Software |
|
LP Interest |
|
N/A |
|
|
|
N/A |
|
0.2% |
|
$ |
14,627 |
|
|
21,934 |
|
|
33,569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Engage Debtco Limited(3)(4)(9)—Courtyard House, The Weighbridge Brewery, High St, Marlow SL7 2FF, United Kingdom |
|
Health Care Providers & Services |
|
First lien senior secured loan |
|
S+ |
3.18% |
2.75% |
|
7/2029 |
|
|
|
16,048 |
|
|
15,724 |
|
|
15,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Engage Debtco Limited(3)(4)(9)—Courtyard House, The Weighbridge Brewery, High St, Marlow SL7 2FF, United Kingdom |
|
Health Care Providers & Services |
|
First lien senior secured delayed draw term loan |
|
S+ |
3.08% |
2.75% |
|
7/2029 |
|
|
|
5,210 |
|
|
5,109 |
|
|
4,937 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EresearchTechnology, Inc. (dba Clario)(3)(4)(8)—1818 Market Street, Philadelphia, PA, 19103 |
|
Health Care Providers & Services |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
1/2032 |
|
|
|
79,855 |
|
|
79,095 |
|
|
79,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EShares, Inc. (dba Carta)(4)—333 Bush Street, San Francisco, CA, 94104 |
|
Application Software |
|
Series E Preferred Stock |
|
N/A |
|
|
|
N/A |
|
0.1% |
|
186,904 |
|
|
2,008 |
|
|
4,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Excalibur CombineCo, L.P.(3)(4)—1051 East Hillsdale Boulevard, Foster City, CA, 94404 |
|
Systems Software |
|
Class A Units |
|
N/A |
|
|
|
N/A |
|
0.1% |
|
97,502 |
|
|
99,452 |
|
|
61,132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fifth Season Investments LLC(3)(4)—201 Broad St, Suite 500, Stamford, Connecticut 06901, US, Stamford, CT, 06901 |
|
Insurance |
|
Specialty finance equity investment |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
17 |
|
|
173,870 |
|
|
184,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Finastra USA, Inc.(3)(4)(9)—4 Kingdom Street, Paddington, London W2 6BD, United Kingdom |
|
Banks |
|
First lien senior secured loan |
|
S+ |
7.25% |
|
|
9/2029 |
|
|
|
42,236 |
|
|
42,153 |
|
|
42,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Flexera Software LLC(3)(4)(13)—300 Park Boulevard, Itasca, IL, 60143 |
|
IT Services |
|
First lien senior secured EUR term loan |
|
E+ |
4.50% |
|
|
8/2032 |
|
|
|
€ |
5,300 |
|
|
6,193 |
|
|
6,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Flexera Software LLC(3)(4)(9)—300 Park Boulevard, Itasca, IL, 60143 |
|
IT Services |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
8/2032 |
|
|
|
20,995 |
|
|
20,927 |
|
|
20,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Forescout Technologies, Inc.(3)(4)(9)—300 Santana Row, San Jose, CA, 95128 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
5/2032 |
|
|
|
154,570 |
|
|
154,104 |
|
|
153,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foundation Consumer Brands, LLC(3)(4)(9)—1190 Omega Drive, Pittsburgh, PA, 15205 |
|
Pharmaceuticals |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
2/2029 |
|
|
|
20,983 |
|
|
20,896 |
|
|
20,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gainsight, Inc.(3)(4)(9)—350 Bay Street, San Francisco, CA, 94133 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
5.75% |
|
|
7/2027 |
|
|
|
67,754 |
|
|
67,462 |
|
|
67,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Galway Borrower LLC(3)(4)(9)—1 California Street, San Francisco, CA 94111 |
|
Insurance |
|
First lien senior secured delayed draw term loan |
|
S+ |
4.50% |
|
|
9/2028 |
|
|
|
351 |
|
|
350 |
|
|
351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gerson Lehrman Group, Inc.(3)(4)(9)—60 East 42nd Street, New York, NY, 10165 |
|
Professional Services |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
12/2028 |
|
|
|
37,696 |
|
|
37,567 |
|
|
37,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| GI Ranger Intermediate, LLC (dba Rectangle Health)(3)(4)(9)—115 East Stevens Avenue, Valhalla, NY, 10595 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
6.00% |
|
|
10/2028 |
|
|
|
26,677 |
|
|
26,410 |
|
|
25,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| GI Ranger Intermediate, LLC (dba Rectangle Health)(3)(4)(9)—115 East Stevens Avenue, Valhalla, NY, 10595 |
|
Health Care Technology |
|
First lien senior secured revolving loan |
|
S+ |
6.00% |
|
|
10/2027 |
|
|
|
295 |
|
|
281 |
|
|
229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Granicus, Inc.(3)(4)(9)—1999 Broadway, Denver, CO, 80202 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
3.50% |
2.00% |
|
1/2031 |
|
|
|
3,972 |
|
|
3,958 |
|
|
3,972 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Granicus, Inc.(3)(4)(9)—1999 Broadway, Denver, CO, 80202 |
|
Application Software |
|
First lien senior secured delayed draw term loan |
|
S+ |
3.00% |
2.00% |
|
1/2031 |
|
|
|
588 |
|
|
584 |
|
|
587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Greenway Health, LLC(3)(4)(9)—4301 West Boy Scout Boulevard, Tampa, FL, 33607 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
6.75% |
|
|
4/2029 |
|
|
|
18,718 |
|
|
18,496 |
|
|
18,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| GS Acquisitionco, Inc. (dba insightsoftware)(3)(4)(9)—8529 Six Forks Road, Raleigh, NC, 27615 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
|
5/2028 |
|
|
|
54,329 |
|
|
54,265 |
|
|
53,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gusto, Inc.(3)(4)(9)—525 20th Street, San Francisco, CA, 94107 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
11/2030 |
|
|
|
46,280 |
|
|
46,111 |
|
|
46,107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| H&F Opportunities LUX III S.À R.L (dba Checkmarx)(3)(4)(8)—140 East Ridgewood Avenue, Paramus, NJ, 07652 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
6.50% |
|
|
4/2027 |
|
|
|
148,144 |
|
|
147,874 |
|
|
148,144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Halo Purchaser, LLC(3)(4)—11095 Viking Drive, Eden Prairie, MN, 55344 |
|
Systems Software |
|
Class H Warrant Units |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
67,301 |
|
|
1,686 |
|
|
1,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Halo Purchaser, LLC(3)(4)(6)—11095 Viking Drive, Eden Prairie, MN, 55344 |
|
Systems Software |
|
Class B PIK Preferred Equity |
|
N/A |
|
6.00% |
|
N/A |
|
0.0% |
|
45,000 |
|
|
51,884 |
|
|
41,809 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| HARNESS INC.(4)—2317 Broadway Street, Redwood City, CA, 94063 |
|
Systems Software |
|
Series D Preferred Stock |
|
N/A |
|
|
|
N/A |
|
0.6% |
|
1,022,648 |
|
|
9,169 |
|
|
14,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Help HP SCF Investor, LP(3)(4)—11095 Viking Drive, Eden Prairie, MN, 55344 |
|
Systems Software |
|
LP Interest |
|
N/A |
|
|
|
N/A |
|
1.5% |
|
$ |
59,333 |
|
|
59,392 |
|
|
44,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Hg Genesis 8 Sumoco Limited(3)(4)(19)—2 More London Riverside, London SE1 2AP, United Kingdom |
|
Diversified Financial Services |
|
Unsecured facility |
|
SA+ |
7.50% |
|
|
9/2027 |
|
|
|
£ |
13,504 |
|
|
17,026 |
|
|
18,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Hg Genesis 9 SumoCo Limited(3)(4)(14)—2 More London Riverside, London SE1 2AP, United Kingdom |
|
Diversified Financial Services |
|
Unsecured facility |
|
E+ |
|
6.25% |
|
3/2029 |
|
|
|
€ |
58,971 |
|
|
64,063 |
|
|
69,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Hg Saturn Luchaco Limited(3)(4)(19)—2 More London Riverside, London SE1 2AP, United Kingdom |
|
Diversified Financial Services |
|
Unsecured facility |
|
SA+ |
|
8.25% |
|
3/2027 |
|
|
|
£ |
43,398 |
|
|
55,360 |
|
|
58,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Himalaya Topco LLC (dba HealthEdge)(3)(4)(8)—470 Atlantic Avenue, Boston, MA, 02210 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
2.75% |
2.25% |
|
6/2032 |
|
|
|
94,390 |
|
|
93,487 |
|
|
93,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Hyland Software, Inc.(3)(4)(9)—28105 Clemens Road, Westlake, OH, 44145 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
9/2030 |
|
|
|
148,299 |
|
|
148,345 |
|
|
148,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Icefall Parent, Inc. (dba EngageSmart)(3)(4)(9)—10 Fan Pier Boulevard, Boston, MA, 02210 |
|
Diversified Consumer Services |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
1/2030 |
|
|
|
30,068 |
|
|
30,068 |
|
|
30,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Illumio, Inc.(4)—920 De Guigne Drive, Sunnyvale, CA, 94085 |
|
Systems Software |
|
Common stock |
|
N/A |
|
|
|
N/A |
|
<1% |
|
358,365 |
|
|
2,432 |
|
|
1,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Illumio, Inc.(4)—920 De Guigne Drive, Sunnyvale, CA, 94085 |
|
Systems Software |
|
Series F Preferred Stock |
|
N/A |
|
|
|
N/A |
|
<1% |
|
2,483,618 |
|
|
16,684 |
|
|
16,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Indikami Bidco, LLC (dba IntegriChain)(3)(4)(8)—8 Penn Center, 1628 JFK Boulevard, Philadelphia, PA, 19103 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
4.00% |
2.50% |
|
12/2030 |
|
|
|
136,382 |
|
|
134,721 |
|
|
133,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Indikami Bidco, LLC (dba IntegriChain)(3)(4)(8)—8 Penn Center, 1628 JFK Boulevard, Philadelphia, PA, 19103 |
|
Health Care Technology |
|
First lien senior secured delayed draw term loan |
|
S+ |
6.00% |
|
|
12/2030 |
|
|
|
2,085 |
|
|
2,084 |
|
|
2,044 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Indikami Bidco, LLC (dba IntegriChain)(3)(4)(8)—8 Penn Center, 1628 JFK Boulevard, Philadelphia, PA, 19103 |
|
Health Care Technology |
|
First lien senior secured revolving loan |
|
S+ |
6.00% |
|
|
6/2030 |
|
|
|
9,906 |
|
|
9,756 |
|
|
9,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Infobip Inc.(3)(4)(9)—35 – 38 New Bridge Street, London EC4V 6BW, United Kingdom |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
|
6/2029 |
|
|
|
67,366 |
|
|
66,478 |
|
|
66,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(3)(4)(8)—38955 Hills Tech Drive, Farmington Hills, MI, 48331 |
|
Beverages |
|
First lien senior secured loan |
|
S+ |
6.25% |
|
|
3/2027 |
|
|
|
1,909 |
|
|
1,891 |
|
|
1,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Inovalon Holdings, Inc.(3)(4)(9)—4321 Collington Road, Bowie, MD, 20716 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
2.75% |
2.75% |
|
11/2028 |
|
|
|
193,192 |
|
|
192,951 |
|
|
189,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Inovalon Holdings, Inc.(3)(4)(9)—4321 Collington Road, Bowie, MD, 20716 |
|
Health Care Technology |
|
Second lien senior secured loan |
|
S+ |
|
8.50% |
|
11/2033 |
|
|
|
77,128 |
|
|
77,128 |
|
|
70,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(3)(4)—302 South 4th Street, Manhattan, KS, 66502 |
|
Application Software |
|
LP Interest |
|
N/A |
|
|
|
N/A |
|
0.2% |
|
$ |
2,292 |
|
|
2,292 |
|
|
3,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Integrity Marketing Acquisition, LLC(3)(4)(9)—1445 Ross Avenue, Dallas, TX, 75202 |
|
Insurance |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
8/2028 |
|
|
|
90,977 |
|
|
90,778 |
|
|
90,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(3)(4)(9)—305 Church at North Hills Street, Raleigh, NC, 27609 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
6.50% |
|
|
8/2026 |
|
|
|
163,146 |
|
|
162,864 |
|
|
163,146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interoperability Bidco, Inc. (dba Lyniate)(3)(4)(9)—One Beacon Street, Boston, MA, 02108 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
5.75% |
|
|
3/2028 |
|
|
|
116,636 |
|
|
116,035 |
|
|
116,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.))(3)(4)(8)—203 North LaSalle Street, Chicago, IL, 60601 |
|
Food & Staples Retailing |
|
First lien senior secured loan |
|
S+ |
4.25% |
|
|
12/2029 |
|
|
|
187,088 |
|
|
187,024 |
|
|
187,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Iris Specialty Acquisition LLC (dba Integrated Specialty Coverages)(3)(4)(9)—1811 Aston Avenue, Carlsbad, CA, 92008 |
|
Insurance |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
11/2032 |
|
|
|
3,261 |
|
|
3,245 |
|
|
3,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Jeppesen Holdings, LLC(3)(4)(9)—55 Inverness Drive East, Denver, CO, 80112 |
|
Aerospace & Defense |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
10/2032 |
|
|
|
44,089 |
|
|
43,758 |
|
|
43,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| JS Parent, Inc. (dba Jama Software)(3)(4)(9)—135 Southwest Taylor, Portland, OR, 97204 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
4/2031 |
|
|
|
27,011 |
|
|
26,964 |
|
|
27,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| JumpCloud, Inc.(4)—361 Centennial Parkway, Louisville, CO, 80027 |
|
IT Services |
|
Series B Preferred Stock |
|
N/A |
|
|
|
N/A |
|
1.6% |
|
756,590 |
|
|
4,531 |
|
|
782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| JumpCloud, Inc.(4)—361 Centennial Parkway, Louisville, CO, 80027 |
|
IT Services |
|
Series F Preferred Stock |
|
N/A |
|
|
|
N/A |
|
1.6% |
|
6,679,245 |
|
|
40,017 |
|
|
28,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Juniper Square, Inc.(3)(4)—555 Montgomery Street, San Francisco, CA, 94111 |
|
Diversified Financial Services |
|
Warrants |
|
N/A |
|
|
|
N/A |
|
0.2% |
|
40,984 |
|
|
2,128 |
|
|
1,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Kajabi Holdings, LLC(4)—880 Newport Center Drive, Newport Beach, CA, 92660 |
|
Internet & Direct Marketing Retail |
|
Senior Preferred Class D Units |
|
N/A |
|
|
|
N/A |
|
2.2% |
|
4,126,175 |
|
|
50,025 |
|
|
39,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Kaseya Inc.(3)(8)—701 Brickell Avenue, Miami, FL, 33131 |
|
IT Services |
|
First lien senior secured loan |
|
S+ |
3.00% |
|
|
3/2032 |
|
|
|
69,475 |
|
|
69,196 |
|
|
69,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Kaseya Inc.(3)(8)—701 Brickell Avenue, Miami, FL, 33131 |
|
IT Services |
|
Second lien senior secured loan |
|
S+ |
5.00% |
|
|
3/2033 |
|
|
|
19,884 |
|
|
19,813 |
|
|
19,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Klarna Holding AB(3)(4)(9)—Sveavägen 46, 111 34 Stockholm, Sweden |
|
Consumer Finance |
|
Subordinated Floating Rate Notes |
|
S+ |
7.00% |
|
|
4/2034 |
|
0.0% |
|
65,334 |
|
|
65,358 |
|
|
65,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(3)(4)(10)—701 Brickell Avenue, Miami, FL, 33131 |
|
IT Services |
|
Perpetual Preferred Stock |
|
S+ |
|
10.75% |
|
N/A |
|
0.0% |
|
44,100 |
|
|
61,572 |
|
|
60,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| KPCI Co-Invest 2, L.P.(3)(4)—3001 Red Lion Road, Philadelphia, PA, 19114 |
|
Health Care Equipment & Supplies |
|
Class A Units |
|
N/A |
|
|
|
N/A |
|
0.1% |
|
587,621 |
|
|
5,876 |
|
|
5,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| KWOL Acquisition, Inc. (dba Worldwide Clinical Trials)(3)(4)—600 Park Offices Drive, Durham, NC, 27713 |
|
Health Care Providers & Services |
|
Class A Interest |
|
N/A |
|
|
|
N/A |
|
0.1% |
|
317 |
|
|
3,521 |
|
|
4,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| KWOL Acquisition, Inc. (dba Worldwide Clinical Trials)(3)(4)(8)—600 Park Offices Drive, Durham, NC, 27713 |
|
Health Care Providers & Services |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
12/2029 |
|
|
|
88,879 |
|
|
88,274 |
|
|
88,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Lighthouse Buyer, Inc. (dba Harbor Compliance)(3)(4)(11)—1830 Colonial Village Lane, Lancaster, PA, 17601 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
12/2031 |
|
|
|
16,986 |
|
|
16,795 |
|
|
16,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Linked Store Cayman Ltd. (dba Nuvemshop)(3)(4)—Alameda Vicente Pinzon, 173 173 - Vila Olimpia, São Paulo, Brazil |
|
Internet & Direct Marketing Retail |
|
Series E Preferred Stock |
|
N/A |
|
|
|
N/A |
|
1.4% |
|
19,499 |
|
|
42,496 |
|
|
39,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Litera Bidco LLC(3)(4)(8)—550 West Jackson Boulevard, Chicago, IL, 60661 |
|
Diversified Consumer Services |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
5/2028 |
|
|
|
187,762 |
|
|
187,235 |
|
|
187,762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LogRhythm, Inc.(3)(4)(9)—1051 East Hillsdale Boulevard, Foster City, CA, 94404 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
7.50% |
|
|
7/2029 |
|
|
|
4,750 |
|
|
4,642 |
|
|
4,548 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LSI Financing 1 DAC(3)(4)—Victoria Building, 1-2 Haddington Rd, Dublin D04 XN32, Ireland |
|
Pharmaceuticals |
|
Specialty finance equity investment |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
$ |
6,748 |
|
|
7,043 |
|
|
6,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LSI Financing LLC(3)(5)—1521 Concord Pike, Suite 201, Wilmington, DE 19803 |
|
Pharmaceuticals |
|
Specialty finance equity investment |
|
N/A |
|
|
|
N/A |
|
13.9% |
|
$ |
93,314 |
|
|
92,366 |
|
|
102,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Magnet Forensics, LLC (f/k/a Grayshift, LLC)(3)(4)(8)—2220 University Ave E, Waterloo, ON N2K 0A2, Canada |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
7/2028 |
|
|
|
175,008 |
|
|
175,081 |
|
|
175,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ManTech International Corporation(3)(4)(9)—2251 Corporate Park Drive, Herndon, VA, 20171 |
|
Aerospace & Defense |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
9/2029 |
|
|
|
75,738 |
|
|
75,786 |
|
|
75,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| McQueen Bidco PTY LTD. (dba Infomedia)(3)(4)(9)—Level 5, 155 Clarence Street, Sydney NSW 2000 Australia |
|
Specialty Retail |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
12/2032 |
|
|
|
77,652 |
|
|
77,652 |
|
|
77,458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| MINDBODY, Inc.(3)(4)(9)—689 Tank Farm Road, San Luis Obispo, CA, 93401 |
|
Hotels, Restaurants & Leisure |
|
First lien senior secured loan |
|
S+ |
6.00 |
|
|
9/2027 |
|
|
|
72,962 |
|
|
72,816 |
|
|
72,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Minerva Holdco, Inc.(3)(4)(6)—Boston Landing, Boston, MA, 02135 |
|
Health Care Technology |
|
Senior A Preferred Stock |
|
N/A |
|
10.75% |
|
N/A |
|
0.0% |
|
100,000 |
|
|
149,119 |
|
|
150,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ministry Brands Holdings, LLC(3)(4)(12)—10133 Sherrill Boulevard, Knoxville, TN, 37932 |
|
Application Software |
|
First lien senior secured revolving loan |
|
S+ |
4.50% |
|
|
12/2027 |
|
|
|
61 |
|
|
57 |
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ministry Brands Holdings, LLC(3)(4)(8)—10133 Sherrill Boulevard, Knoxville, TN, 37932 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
|
12/2028 |
|
|
|
8,140 |
|
|
8,059 |
|
|
8,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Minotaur Acquisition, Inc. (dba Inspira Financial)(3)(4)(8)—2001 Spring Road, Oak Brook, IL, 60523 |
|
Diversified Financial Services |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
6/2030 |
|
|
|
186,614 |
|
|
185,817 |
|
|
186,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ML Holdco, Inc. (dba Meridian Link)(3)(4)(9)—3560 Hyland Avenue, Costa Mesa, CA, 92626 |
|
Diversified Financial Services |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
10/2032 |
|
|
|
106,139 |
|
|
105,622 |
|
|
105,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Modernizing Medicine, Inc. (dba ModMed)(3)(4)(9)—4700 Exchange Court, Boca Raton, FL, 33431 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
2.50% |
2.25% |
|
4/2032 |
|
|
|
147,286 |
|
|
145,946 |
|
|
146,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ModMed Software Midco Holdings, Inc. (dba ModMed)(3)(4)(6)—4700 Exchange Court, Boca Raton, FL, 33431 |
|
Health Care Technology |
|
Series A Preferred Units |
|
N/A |
|
13.00% |
|
N/A |
|
0.0% |
|
32,375 |
|
|
34,437 |
|
|
34,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Monotype Imaging Holdings Inc.(3)(4)(8)—600 Unicorn Park Drive, Woburn, MA, 01801 |
|
Media |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
|
2/2031 |
|
|
|
128,668 |
|
|
128,347 |
|
|
128,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Natural Partners, LLC(3)(4)(9)—360 Albert St, Ottawa, ON K1R 7X7, Canada |
|
Health Care Providers & Services |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
11/2030 |
|
|
|
21,882 |
|
|
21,802 |
|
|
21,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Neptune Holdings, Inc. (dba NexTech)(3)(4)(9)—4221 West Boy Scout Boulevard, Tampa, FL, 33607 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
8/2030 |
|
|
|
10,809 |
|
|
10,795 |
|
|
10,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NMI Acquisitionco, Inc. (dba Network Merchants)(3)(4)(8)—1450 American Lane, Schaumburg, IL, 60173 |
|
Diversified Financial Services |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
9/2028 |
|
|
|
24,106 |
|
|
24,079 |
|
|
24,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nscale Global Holdings Limited(3)(4)—16 New Burlington Place, London, W1S 2HX, United Kingdom |
|
IT Services |
|
Preferred equity |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
$ |
7,507 |
|
|
7,507 |
|
|
7,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nscale Global Holdings Limited(3)(4)—16 New Burlington Place, London, W1S 2HX, United Kingdom |
|
IT Services |
|
Series B Preferred Shares |
|
N/A |
|
|
|
N/A |
|
0.6% |
|
13,174 |
|
|
5,005 |
|
|
5,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nylas, Inc.(4)—944 Market Street, San Francisco, CA, 94102 |
|
Application Software |
|
Series C Preferred Stock |
|
N/A |
|
|
|
N/A |
|
3.1% |
|
2,088,467 |
|
|
15,009 |
|
|
1,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OECONNECTION LLC(3)(4)(8)—3600 Embassy Parkway, Fairlawn, OH, 44333 |
|
Specialty Retail |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
12/2032 |
|
|
|
37,471 |
|
|
37,284 |
|
|
37,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| One, Inc. Software Corporation(3)(4)(9)—620 Coolidge Drive, Folsom, CA, 95630 |
|
Insurance |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
12/2032 |
|
|
|
144,280 |
|
|
143,565 |
|
|
143,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OneOncology, LLC(3)(4)(9)—1301 West Colonial Drive, Orlando, FL, 32804 |
|
Health Care Providers & Services |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
6/2030 |
|
|
|
50,641 |
|
|
50,365 |
|
|
50,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OneOncology, LLC(3)(4)(9)—1301 West Colonial Drive, Orlando, FL, 32804 |
|
Health Care Providers & Services |
|
First lien senior secured delayed draw term loan |
|
S+ |
5.00% |
|
|
6/2030 |
|
|
|
13,757 |
|
|
13,727 |
|
|
13,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OneOncology, LLC(3)(4)(9)—1301 West Colonial Drive, Orlando, FL, 32804 |
|
Health Care Providers & Services |
|
First lien senior secured delayed draw term loan |
|
S+ |
4.50% |
|
|
6/2030 |
|
|
|
5,735 |
|
|
5,655 |
|
|
5,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Orange Blossom Parent, Inc.(3)(4)—9600 West Bryn Mawr Avenue, Rosemont, IL, 60018 |
|
Health Care Technology |
|
Common Units |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
16,667 |
|
|
1,665 |
|
|
1,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pacific BidCo Inc.(3)(4)(10)—Aeschenvorstadt 71, 4051 Basel, Switzerland |
|
Pharmaceuticals |
|
First lien senior secured delayed draw term loan |
|
S+ |
5.75% |
|
|
8/2029 |
|
|
|
10,149 |
|
|
9,987 |
|
|
10,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Packaging Coordinators Midco, Inc.(3)(4)(19)—3001 Red Lion Road, Philadelphia, PA, 19114 |
|
Health Care Equipment & Supplies |
|
First lien senior secured delayed draw term loan |
|
S+ |
4.75% |
|
|
10/2032 |
|
|
|
16,752 |
|
|
16,367 |
|
|
16,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Packaging Coordinators Midco, Inc.(3)(4)(9)—3001 Red Lion Road, Philadelphia, PA, 19114 |
|
Health Care Equipment & Supplies |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
10/2032 |
|
|
|
145,305 |
|
|
143,580 |
|
|
144,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Packaging Coordinators Midco, Inc.(3)(4)(9)—3001 Red Lion Road, Philadelphia, PA, 19114 |
|
Health Care Equipment & Supplies |
|
First lien senior secured delayed draw term loan |
|
S+ |
4.50% |
|
|
1/2032 |
|
|
|
795 |
|
|
776 |
|
|
791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Paradigmatic Holdco LLC (dba Pluralsight)(3)(4)—1500 Solana Boulevard, Westlake, TX, 76262 |
|
IT Services |
|
Common stock |
|
N/A |
|
|
|
N/A |
|
8.3% |
|
10,119,090 |
|
|
26,850 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PDI TA Holdings, Inc.(3)(4)(9)—11675 Rainwater Drive, Alpharetta, GA, 30009 |
|
Multiline Retail |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
|
2/2031 |
|
|
|
28,693 |
|
|
28,396 |
|
|
28,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Peraton Corp.(3)(9)—1875 Explorer Street, Reston, VA, 20190 |
|
Aerospace & Defense |
|
Second lien senior secured loan |
|
S+ |
7.75% |
|
|
2/2029 |
|
|
|
84,551 |
|
|
83,925 |
|
|
66,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PerkinElmer U.S. LLC(3)(4)(8)—710 Bridgeport Avenue, Shelton, CT, 06484 |
|
Health Care Equipment & Supplies |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
3/2029 |
|
|
|
75,065 |
|
|
74,616 |
|
|
75,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PetVet Care Centers, LLC(3)(4)(8)—One Gorham Island Road, Westport, CT, 06880 |
|
Health Care Providers & Services |
|
First lien senior secured loan |
|
S+ |
6.00% |
|
|
11/2030 |
|
|
|
76,930 |
|
|
74,767 |
|
|
69,237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PetVet Care Centers, LLC(3)(4)(8)—One Gorham Island Road, Westport, CT, 06880 |
|
Health Care Providers & Services |
|
First lien senior secured revolving loan |
|
S+ |
6.00% |
|
|
11/2029 |
|
|
|
1,075 |
|
|
809 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pike Corp.(4)(9)—615 South College Street, Charlotte, NC, 28202 |
|
Construction & Engineering |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
12/2032 |
|
|
|
25,691 |
|
|
25,564 |
|
|
25,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pluralsight, LLC(3)(4)(9)—1500 Solana Boulevard, Westlake, TX, 76262 |
|
IT Services |
|
First lien senior secured loan |
|
S+ |
3.00% |
1.50% |
|
8/2029 |
|
|
|
30,795 |
|
|
30,795 |
|
|
30,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pluralsight, LLC(3)(4)(9)—1500 Solana Boulevard, Westlake, TX, 76262 |
|
IT Services |
|
First lien senior secured loan |
|
S+ |
|
7.50% |
|
8/2029 |
|
|
|
35,340 |
|
|
34,303 |
|
|
28,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Project Alpine Co-Invest Fund, LP(3)(4)—1450 Brickell Avenue, Miami, FL, 33131 |
|
Application Software |
|
LP Interest |
|
N/A |
|
|
|
N/A |
|
0.2% |
|
$ |
13,333 |
|
|
16,381 |
|
|
17,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Project Hotel California Co-Invest Fund, L.P.(3)—11120 Four Points Drive, Austin, TX, 78726 |
|
Systems Software |
|
LP Interest |
|
N/A |
|
|
|
N/A |
|
0.1% |
|
$ |
10,739 |
|
|
14,721 |
|
|
17,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proofpoint, Inc.(3)(4)(14)—925 West Maude Avenue, Sunnyvale, CA, 94085 |
|
Professional Services |
|
Second lien senior secured loan |
|
E+ |
5.75% |
|
|
12/2033 |
|
|
|
€ |
57,750 |
|
|
65,250 |
|
|
67,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proofpoint, Inc.(3)(4)(9)—925 West Maude Avenue, Sunnyvale, CA, 94085 |
|
Professional Services |
|
Second lien senior secured loan |
|
S+ |
5.75% |
|
|
12/2033 |
|
|
|
66,014 |
|
|
65,354 |
|
|
66,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proofpoint, Inc.(3)(9)—925 West Maude Avenue, Sunnyvale, CA, 94085 |
|
Professional Services |
|
First lien senior secured loan |
|
S+ |
3.00% |
|
|
8/2028 |
|
|
|
3,135 |
|
|
3,127 |
|
|
3,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| QAD, Inc.(3)(4)(8)—101 Innovation Place, Santa Barbara, CA, 93108 |
|
Industrial Conglomerates |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
11/2027 |
|
|
|
87,260 |
|
|
87,260 |
|
|
87,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| RealPage, Inc.(3)(9)—2201 Lakeside Boulevard, Richardson, TX, 75082 |
|
Real Estate Management & Development |
|
First lien senior secured loan |
|
S+ |
3.75% |
|
|
4/2028 |
|
|
|
34,738 |
|
|
34,594 |
|
|
34,814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Relativity ODA LLC(3)(4)(8)—231 South LaSalle Street, Chicago, IL, 60604 |
|
Diversified Consumer Services |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
|
5/2029 |
|
|
|
137,241 |
|
|
136,886 |
|
|
137,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Replicated, Inc.(4)—8605 Santa Monica Boulevard, West Hollywood, CA, 90069 |
|
IT Services |
|
Series C Preferred Stock |
|
N/A |
|
|
|
N/A |
|
4.0% |
|
1,277,832 |
|
|
20,008 |
|
|
5,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revolut Ribbit Holdings, LLC(4)—7 Westferry Circus, London E14 4HB, United Kingdom |
|
Diversified Financial Services |
|
LLC Interest |
|
N/A |
|
|
|
N/A |
|
<1% |
|
57,026 |
|
|
75,305 |
|
|
177,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| RL Datix Holdings (USA), Inc.(3)(4)(10)—311 South Wacker Drive, Chicago, IL, 60606 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
4/2031 |
|
|
|
104,855 |
|
|
104,856 |
|
|
104,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| RL Datix Holdings (USA), Inc.(3)(4)(19)—311 South Wacker Drive, Chicago, IL, 60606 |
|
Health Care Technology |
|
First lien senior secured GBP term loan |
|
SA+ |
5.00% |
|
|
4/2031 |
|
|
|
£ |
48,557 |
|
|
65,531 |
|
|
65,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Rome Topco Holdings, LLC (dba SimpliSafe)(3)(4)—100 Summer Street, Boston, MA, 02110 |
|
Commercial Services & Supplies |
|
Class A Units |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
1,157 |
|
|
1,157 |
|
|
1,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Rome Topco Holdings, LLC (dba SimpliSafe)(3)(4)—100 Summer Street, Boston, MA, 02110 |
|
Commercial Services & Supplies |
|
Class B Units |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
1,156,728 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)(3)(4)(6)—One Gorham Island Road, Westport, CT, 06880 |
|
Health Care Providers & Services |
|
Series A Preferred Stock |
|
N/A |
|
15.00% |
|
N/A |
|
0.0% |
|
8,838 |
|
|
11,439 |
|
|
9,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Salinger Bidco Inc. (dba Surgical Information Systems)(3)(4)(9)—8000 Avalon Boulevard, Alpharetta, GA, 30009 |
|
Health Care Technology |
|
First lien senior secured loan |
|
S+ |
5.75% |
|
|
8/2031 |
|
|
|
94,453 |
|
|
94,319 |
|
|
94,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Salinger Bidco Inc. (dba Surgical Information Systems)(3)(4)(9)—8000 Avalon Boulevard, Alpharetta, GA, 30009 |
|
Health Care Technology |
|
First lien senior secured revolving loan |
|
S+ |
5.75% |
|
|
5/2031 |
|
|
|
762 |
|
|
745 |
|
|
762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Saturn Ultimate, Inc.(3)(4)—1180 West Peachtree Street Northwest, Atlanta, GA, 30309 |
|
Application Software |
|
Common stock |
|
N/A |
|
|
|
N/A |
|
2.5% |
|
5,580,593 |
|
|
25,008 |
|
|
30,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Securonix, Inc.(3)(4)(9)—5080 Spectrum Drive, Addison, TX, 75001 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
3.50% |
3.75% |
|
4/2029 |
|
|
|
41,073 |
|
|
38,729 |
|
|
37,069 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sensor Technology Topco, Inc. (dba Humanetics)(3)(4)(14)—23300 Haggerty Road, Farmington Hills, MI, 48335 |
|
Professional Services |
|
First lien senior secured EUR term loan |
|
E+ |
6.75% |
|
|
5/2028 |
|
|
|
€ |
11,480 |
|
|
12,416 |
|
|
13,483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sensor Technology Topco, Inc. (dba Humanetics)(3)(4)(14)—23300 Haggerty Road, Farmington Hills, MI, 48335 |
|
Professional Services |
|
First lien senior secured EUR delayed draw term loan |
|
E+ |
7.25% |
|
|
5/2028 |
|
|
|
€ |
261 |
|
|
283 |
|
|
307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sensor Technology Topco, Inc. (dba Humanetics)(3)(4)(8)—23300 Haggerty Road, Farmington Hills, MI, 48335 |
|
Professional Services |
|
First lien senior secured revolving loan |
|
S+ |
6.50% |
|
|
5/2028 |
|
|
|
1,846 |
|
|
1,846 |
|
|
1,846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sensor Technology Topco, Inc. (dba Humanetics)(3)(4)(9)—23300 Haggerty Road, Farmington Hills, MI, 48335 |
|
Professional Services |
|
First lien senior secured loan |
|
S+ |
6.50% |
|
|
5/2028 |
|
|
|
67,228 |
|
|
67,246 |
|
|
67,228 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sensor Technology Topco, Inc. (dba Humanetics)(3)(4)(9)—23300 Haggerty Road, Farmington Hills, MI, 48335 |
|
Professional Services |
|
First lien senior secured delayed draw term loan |
|
S+ |
6.94% |
|
|
5/2028 |
|
|
|
1,287 |
|
|
1,287 |
|
|
1,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sentinel Buyer Corp. (dba SimpliSafe)(3)(4)(8)—100 Summer Street, Boston, MA, 02110 |
|
Commercial Services & Supplies |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
11/2032 |
|
|
|
23,856 |
|
|
23,621 |
|
|
23,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Severin Acquisition, LLC (dba PowerSchool)(3)(4)(8)—150 Parkshore Drive, Folsom, CA, 95630 |
|
IT Services |
|
First lien senior secured loan |
|
S+ |
2.50% |
2.25% |
|
10/2031 |
|
|
|
94,356 |
|
|
93,335 |
|
|
93,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Severin Acquisition, LLC (dba PowerSchool)(3)(4)(8)—150 Parkshore Drive, Folsom, CA, 95630 |
|
IT Services |
|
First lien senior secured delayed draw term loan |
|
S+ |
4.75% |
|
|
10/2031 |
|
|
|
4,117 |
|
|
3,987 |
|
|
3,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Signifyd Inc.(4)(6)—99 Almaden Boulevard, San Jose, CA, 95113 |
|
Internet & Direct Marketing Retail |
|
Preferred equity |
|
N/A |
|
9.00% |
|
N/A |
|
6.6% |
|
2,755,121 |
|
|
151,974 |
|
|
156,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Simpler Postage, Inc. (dba Easypost)(3)(4)—2600 North Ashton Boulevard, Lehi, UT, 84043 |
|
Application Software |
|
Warrants |
|
N/A |
|
|
|
N/A |
|
2.9% |
|
216,891 |
|
|
2,635 |
|
|
2,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Simpler Postage, Inc. (dba Easypost)(3)(4)(8)—2600 North Ashton Boulevard, Lehi, UT, 84043 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
8.00% |
|
|
6/2029 |
|
|
|
65,114 |
|
|
62,838 |
|
|
61,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Simplicity Financial Marketing Group Holdings, Inc.(3)(4)(9)—86 Summit Avenue, Summit, NJ, 07901 |
|
Insurance |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
12/2031 |
|
|
|
15,992 |
|
|
15,842 |
|
|
15,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sitecore Holding III A/S(3)(4)(14)—101 California StreetFloor 16, San Francisco, CA, 94111 |
|
Systems Software |
|
First lien senior secured EUR term loan |
|
E+ |
7.00% |
|
|
3/2029 |
|
|
|
€ |
128,813 |
|
|
137,852 |
|
|
151,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sitecore Holding III A/S(3)(4)(9)—101 California StreetFloor 16, San Francisco, CA, 94111 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
7.00% |
|
|
3/2029 |
|
|
|
22,333 |
|
|
22,294 |
|
|
22,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sitecore USA, Inc.(3)(4)(9)—101 California StreetFloor 16, San Francisco, CA, 94111 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
7.00 |
|
|
3/2029 |
|
|
|
134,589 |
|
|
134,351 |
|
|
134,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SLA Eclipse Co-Invest, L.P.—3601 Walnut Street, Denver, CO, 80205 |
|
Diversified Consumer Services |
|
LP Interest |
|
N/A |
|
|
|
N/A |
|
0.9% |
|
$ |
15,000 |
|
|
15,308 |
|
|
19,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Smarsh Inc.(3)(4)(9)—851 South West 6th Avenue, Portland, OR, 97204 |
|
Diversified Financial Services |
|
First lien senior secured revolving loan |
|
S+ |
4.75% |
|
|
2/2029 |
|
|
|
90,327 |
|
|
90,041 |
|
|
89,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sophos Holdings, LLC(3)(8)—Abingdon Science Park, Abingdon OX14 3YP, United Kingdom |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
3.50% |
|
|
3/2027 |
|
|
|
14,464 |
|
|
14,481 |
|
|
14,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sovos Compliance, LLC(3)(8)—200 Ballardvale Street, Wilmington, MA, 01887 |
|
Professional Services |
|
First lien senior secured loan |
|
S+ |
3.25% |
|
|
8/2029 |
|
|
|
19,207 |
|
|
19,207 |
|
|
19,251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Space Exploration Technologies Corp.(3)(4)—1 Rocket Road, Hawthorne, CA, 90250 |
|
Aerospace & Defense |
|
Class A Common Stock |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
419,311 |
|
|
23,013 |
|
|
162,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Space Exploration Technologies Corp.(3)(4)—1 Rocket Road, Hawthorne, CA, 90250 |
|
Aerospace & Defense |
|
Class C Common Stock |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
84,250 |
|
|
4,011 |
|
|
32,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Spaceship Purchaser, Inc. (dba Squarespace)(3)(4)(9)—225 Varick Street, New York, NY, 10014 |
|
IT Services |
|
First lien senior secured loan |
|
S+ |
3.75% |
|
|
10/2031 |
|
|
|
133,270 |
|
|
133,270 |
|
|
133,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Storable Intermediate Holdings, LLC(3)(4)(8)—10900 Research Boulevard, Austin, TX, 78759 |
|
Equity Real Estate Investment Trusts (REITs) |
|
First lien senior secured loan |
|
S+ |
|
6.00% |
|
4/2032 |
|
|
|
109,040 |
|
|
108,562 |
|
|
109,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Storable, Inc.(3)(8)—10900 Research Boulevard, Austin, TX, 78759 |
|
Equity Real Estate Investment Trusts (REITs) |
|
First lien senior secured loan |
|
S+ |
3.25% |
|
|
4/2031 |
|
|
|
9,926 |
|
|
9,894 |
|
|
9,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stripe Blue Owl Holdings LLC(3)(5)—399 Park Avenue, 37th Floor, New York, NY 10022 |
|
Joint Venture |
|
LLC Interest |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
$ |
17,493 |
|
|
17,493 |
|
|
17,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand, Inc.)(3)(4)(6)—1601 Cloverfield Boulevard, Santa Monica, CA, 90404 |
|
Professional Services |
|
Series A Preferred Stock |
|
N/A |
|
10.50% |
|
N/A |
|
0.0% |
|
28,000 |
|
|
42,704 |
|
|
36,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Talon MidCo 2 Limited(3)(4)(8)—10 Summer Street, Boston, MA, 02132 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
4.93% |
|
|
8/2028 |
|
|
|
35,627 |
|
|
35,617 |
|
|
35,627 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Tamarack Intermediate, L.L.C. (dba Verisk 3E)(3)(4)(9)—3207 Grey Hawk Court, Carlsbad, CA, 92029 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
3/2029 |
|
|
|
12,927 |
|
|
12,799 |
|
|
12,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Themis Solutions Inc. (dba Clio)(3)(4)(8)—Suite 300 4611 Canada Way, Burnaby, BC V5G, 4X3, Canada |
|
Diversified Consumer Services |
|
First lien senior secured loan |
|
S+ |
1.75% |
3.75% |
|
10/2032 |
|
|
|
80,606 |
|
|
79,822 |
|
|
79,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Thunder Purchaser, Inc. (dba Vector Solutions)(3)(4)(9)—4890 West Kennedy Boulevard, Tampa, FL, 33609 |
|
Professional Services |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
|
6/2028 |
|
|
|
138,359 |
|
|
137,768 |
|
|
138,359 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Thunder Topco L.P. (dba Vector Solutions)(3)(4)—4890 West Kennedy Boulevard, Tampa, FL, 33609 |
|
Professional Services |
|
Common Units |
|
N/A |
|
|
|
N/A |
|
0.7% |
|
7,857,410 |
|
|
7,857 |
|
|
9,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TK Operations Ltd (dba Travelperk, Inc.)(3)(4)(6)—33 Arch Street, Boston, MA, 02110 |
|
Professional Services |
|
First lien senior secured loan |
|
N/A |
|
11.50% |
|
5/2029 |
|
|
|
53,901 |
|
|
51,177 |
|
|
52,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TravelPerk, Inc.(3)(4)—33 Arch Street, Boston, MA, 02110 |
|
Professional Services |
|
Warrants |
|
N/A |
|
|
|
N/A |
|
0.6% |
|
259,807 |
|
|
4,447 |
|
|
5,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Tricentis Operations Holdings, Inc.(3)(4)(9)—5301 Southwest Parkway, Austin, TX, 78735 |
|
Systems Software |
|
First lien senior secured loan |
|
S+ |
1.38% |
4.88% |
|
2/2032 |
|
|
|
116,810 |
|
|
115,821 |
|
|
115,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Trucordia Insurance Holdings, LLC(3)(4)(8)—2745 West 600 North, Lindon, UT, 84042 |
|
Insurance |
|
Second lien senior secured loan |
|
S+ |
5.75% |
|
|
6/2033 |
|
|
|
60,500 |
|
|
59,919 |
|
|
60,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Valeris, Inc. (fka Phantom Purchaser, Inc.)(3)(4)(9)—150 Hilton Drive, Jeffersonville, IN, 47130 |
|
Health Care Providers & Services |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
9/2031 |
|
|
|
8,820 |
|
|
8,806 |
|
|
8,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Valeris, Inc. (fka Phantom Purchaser, Inc.)(3)(4)(9)—150 Hilton Drive, Jeffersonville, IN, 47130 |
|
Health Care Providers & Services |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
|
9/2031 |
|
|
|
15,122 |
|
|
14,981 |
|
|
15,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Valor Compute Infrastructure L.P.(3)(4)—1450 Page Mill Road, Palo Alto, CA, 94304 |
|
Application Software |
|
LP Interest |
|
N/A |
|
|
|
N/A |
|
|
|
$ |
2,160 |
|
|
2,160 |
|
|
2,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| VCI Asset Holdings 1 LLC(3)(4)(6)—1450 Page Mill Road, Palo Alto, CA, 94304 |
|
Application Software |
|
First lien senior secured loan |
|
N/A |
10.00% |
|
|
11/2030 |
|
|
|
123,409 |
|
|
122,198 |
|
|
122,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| VCI Intermediate TopCo 1 LLC(3)(4)—1450 Page Mill Road, Palo Alto, CA, 94304 |
|
Application Software |
|
Class B Units |
|
N/A |
|
|
|
N/A |
|
|
|
$ |
6,170 |
|
|
6,172 |
|
|
6,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Veeam Software Group(3)(4)—3000 Carillon Point, Seattle, WA, 98033 |
|
Systems Software |
|
Series C Preferred Shares |
|
N/A |
|
|
|
N/A |
|
0.2% |
|
7,402,296 |
|
|
54,830 |
|
|
54,830 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
|
($ in thousands)
Company |
|
Industry |
|
Type of Investment |
|
Interest Rate |
|
Maturity / Dissolution Date |
|
Percentage of Class Held on a Fully Diluted Basis |
|
Principal Number of Shares / Number of Units |
|
Amortized Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Velocity HoldCo III Inc. (dba VelocityEHS)(3)(4)(9)—222 Merchandise Mart Plaza, Chicago, IL, 60654 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
|
5/2029 |
|
|
|
71,497 |
|
|
71,490 |
|
|
71,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.)(3)(4)(6)—689 Tank Farm Road, San Luis Obispo, CA, 93401 |
|
Hotels, Restaurants & Leisure |
|
Series A Preferred Stock |
|
N/A |
|
12.00 |
|
N/A |
|
0.0% |
|
25,000 |
|
|
32,661 |
|
|
36,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vermont Aus Pty Ltd(3)(4)(17)—1 Epping Road, North Ryde, New South Wales, 2113 Australia |
|
Health Care Providers & Services |
|
First lien senior secured AUD term loan |
|
BBSY+ |
4.50% |
|
|
3/2028 |
|
|
|
A$ |
12,841 |
|
|
8,480 |
|
|
8,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vestwell Holdings Inc.(3)(4)—360 Madison Avenue, New York, NY, 10017 |
|
Professional Services |
|
Series D Preferred Stock |
|
N/A |
|
|
|
N/A |
|
0.5% |
|
304,350 |
|
|
6,022 |
|
|
6,646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Walker Edison Furniture Company LLC(3)(4)(6)—1553 West 9000 South, West Jordan, UT, 84088 |
|
Internet & Direct Marketing Retail |
|
First lien senior secured loan |
|
N/A |
10.00% |
|
|
2/2026 |
|
|
|
4,501 |
|
|
4,386 |
|
|
4,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Walker Edison Furniture Company LLC(3)(4)(9)—1553 West 9000 South, West Jordan, UT, 84088 |
|
Internet & Direct Marketing Retail |
|
First lien senior secured loan |
|
S+ |
|
6.75% |
|
3/2027 |
|
|
|
15,903 |
|
|
11,139 |
|
|
154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Walker Edison Furniture Company LLC(3)(4)(9)—1553 West 9000 South, West Jordan, UT, 84088 |
|
Internet & Direct Marketing Retail |
|
First lien senior secured revolving loan |
|
S+ |
|
6.25% |
|
3/2027 |
|
|
|
4,495 |
|
|
4,496 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Walker Edison Holdco LLC(3)(4)—1553 West 9000 South, West Jordan, UT, 84088 |
|
Internet & Direct Marketing Retail |
|
Common Units |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
98,319 |
|
|
9,500 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| WMC Bidco, Inc. (dba West Monroe)(3)(4)(6)—222 West Adams Street, Chicago, IL, 60606 |
|
IT Services |
|
Senior Preferred Stock |
|
N/A |
|
11.25% |
|
N/A |
|
0.0% |
|
57,231 |
|
|
89,850 |
|
|
89,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| WP Irving Co-Invest, L.P.(3)(4)—11511 Reed Hartman Highway, Blue Ash, OH, 45241 |
|
Health Care Technology |
|
Partnership Units |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
2,500,000 |
|
|
1,833 |
|
|
3,611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| XOMA Corporation(3)(4)—2200 Powell Street, Emeryville, CA, 94608 |
|
Pharmaceuticals |
|
Warrants |
|
N/A |
|
|
|
N/A |
|
0.0% |
|
24,000 |
|
|
174 |
|
|
230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| XPLOR T1, LLC(3)(4)(9)—11330 Olive BoulevardSuite 200, Creve Coeur, MO, 63141 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
3.50% |
|
|
12/2032 |
|
|
|
18,354 |
|
|
18,262 |
|
|
18,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Zendesk, Inc.(3)(4)(9)—181 South Fremont Street, San Francisco, CA, 94105 |
|
Application Software |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
|
11/2028 |
|
|
|
168,713 |
|
|
167,768 |
|
|
168,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Zoro TopCo, Inc.(3)(4)(9)—181 South Fremont Street, San Francisco, CA, 94105 |
|
Application Software |
|
Series A Preferred Equity |
|
S+ |
|
9.50% |
|
N/A |
|
0.0% |
|
6,519 |
|
|
9,696 |
|
|
9,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Zoro TopCo, L.P.(3)(4)—181 South Fremont Street, San Francisco, CA, 94105 |
|
Application Software |
|
Class A Common Units |
|
N/A |
|
|
|
N/A |
|
0.2% |
|
1,644,254 |
|
|
17,739 |
|
|
18,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$14,132,756 |
|
$14,290,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________
(1) - (5) Reserved.
(6)Contains a fixed-rate structure.
(7)Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Financing Rate (“SOFR” or “S,” which can include one-, three-, six- or twelve-month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”, which can include one-, three- or six-month EURIBOR), SONIA (“SONIA” or “SA”), Australian Bank Bill Swap Bid Rate (“BBSY” or “BB”) (which can include one-, three-, or six-month BBSY) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(8)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2025 was 3.69%.
(9)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2025 was 3.65%.
(10)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2025 was 3.57%.
(11)The interest rate on these loans is subject to 12 month SOFR, which as of December 31, 2025 was 3.42%.
(12)The interest rate on these loans is subject to Prime, which as of December 31, 2025 was 6.75%.
(13)The interest rate on these loans is subject to 1 month EURIBOR, which as of December 31, 2025 was 1.94%.
(14)The interest rate on these loans is subject to 3 month EURIBOR, which as of December 31, 2025 was 2.03%.
(15)Reserved.
(16)Reserved.
(17)The interest rate on this loan is subject to 3 month BBSY, which as of December 31, 2025 was 3.74%.
(18)Reserved.
(19)The interest rate on these loans is subject to SONIA, which as of December 31, 2025 was 3.73%.
Specialty Financing Portfolio Companies and Joint Ventures
We leverage the expanding role that private lenders are being asked to play in the broader credit markets to evaluate cross-platform opportunities including strategic equity and accretive joint venture investments that have cash flow and credit profiles that provide consistent income.
Specialty Financing Portfolio Companies
Amergin was created to invest in a leasing platform focused on railcar, aviation and other long-lived transportation assets. Amergin acquires existing on-lease portfolios of new and end-of-life railcars and related equipment and selectively purchases off-lease assets and is building a commercial aircraft portfolio through aircraft financing and engine acquisition on a sale and lease back basis. Amergin consists of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. We made an initial equity commitment to Amergin AssetCo on July 1, 2022. As of December 31, 2025, our commitment to Amergin AssetCo is $62.2 million, of which $24.7 million is equity and $37.5 million is debt. We do not consolidate our equity interest in Amergin AssetCo.
BOCSO was formed to hold alternative credit assets, including asset-based finance (“ABF”). ABF is a subsector of private credit focused on generating income from pools of financial, physical or other assets. We believe exposure to alternative credit presents an attractive opportunity as alternative credit is a growing subsector of private credit. On September 18, 2025, we made an initial equity contribution to BOCSO. As of December 31, 2025, our investment at fair value in BOCSO was $57.7 million and our total commitment was $57.7 million. As of December 31, 2025, the portfolio consists of three investments totaling $0.5 billion at cost and fair value, respectively, ranging in cost from $24.8 million to $304.4 million and with a fair value ranging from $24.8 million to $303.9 million. The largest investment is 62% of the total cost of BOCSO’s portfolio. As of December 31, 2025, the portfolio asset class composition was 62% ABF – Specialty Finance, 33% ABF – Leasing, and 5% ABF – Commercial Real Estate. We do not consolidate our equity interest in BOCSO.
Fifth Season is a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques. On July 18, 2022, we made an initial equity investment in Fifth Season. As of December 31, 2025, our investment in Fifth Season was $184.5 million based on fair value. We do not consolidate our interest in Fifth Season.
LSI Financing DAC is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, we made an initial equity commitment to LSI Financing DAC. As of December 31, 2025, our investment in LSI Financing DAC was $6.7 million based on fair value and our total commitment was $6.7 million. We do not consolidate our equity interest in LSI Financing DAC.
LSI Financing LLC is a separately managed portfolio company formed to indirectly own royalty purchase agreements and loans in the life sciences space. An affiliate of the Adviser provides consulting services to a subsidiary of LSI Financing LLC in exchange for a fee. The Adviser has agreed to waive a portion of the management fee payable by us pursuant to the Investment Advisory Agreement equal to the pro rata amount of such consulting fee. On November 25, 2024, we redeemed a portion of its interest in LSI Financing DAC in exchange for common shares of LSI Financing LLC. As of December 31, 2025, the fair value of our investment in LSI Financing LLC was $102.2 million and our total commitment was $124.4 million. We do not consolidate our equity interest in LSI Financing LLC.
Joint Ventures
On May 6, 2024, Credit SLF, a Delaware limited liability company, was formed as a joint venture between the Credit SLF Members. The Credit SLF Members co-manage Credit SLF. Credit SLF’s principal purpose is to make investments in senior secured loans to middle-market companies, broadly syndicated loans and senior and subordinated notes issued by collateralized loan obligations. Credit SLF is managed by a board consisting of an equal number of representatives appointed by each Credit SLF Member and which acts unanimously. Investment decisions must be approved by Credit SLF’s board. Our investment in Credit SLF is a co-investment made with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our non-controlling interest in Credit SLF.
Refer to
Exhibit 99.2 for the Credit SLF Supplemental Financial Information.
On June 30, 2025, Blue Owl Leasing, a Delaware limited liability company, was formed as a joint venture between the Blue Owl Leasing Members. The Blue Owl Leasing Members co-manage Blue Owl Leasing. Blue Owl Leasing’s principal purpose is to make investments in leases and loans. Investment decisions must be approved by Blue Owl Leasing. Our investment in Blue Owl Leasing is a co-investment made with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our non-controlling interest in Blue Owl Leasing.
Refer to
Exhibit 99.3 for the Blue Owl Leasing Supplemental Financial Information.
Results of Operations
For a discussion of our results for the year ended December 31, 2024, compared to the year ended December 31, 2023, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our
Annual Report on Form 10-K, filed with the SEC on March 6, 2025.
The table below represents the operating results for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
|
| ($ in thousands) |
|
2025 |
|
2024 |
|
$ Change |
|
|
| Total Investment Income |
|
$ |
1,145,449 |
|
|
$ |
684,034 |
|
|
$ |
461,415 |
|
|
|
| Less: Expenses |
|
625,879 |
|
|
298,429 |
|
|
327,450 |
|
|
|
| Net Investment Income (Loss) Before Taxes |
|
$ |
519,570 |
|
|
$ |
385,605 |
|
|
$ |
133,965 |
|
|
|
| Less: Income taxes, including excise taxes |
|
7,489 |
|
|
11,463 |
|
|
(3,974) |
|
|
|
| Net Investment Income (Loss) After Taxes |
|
$ |
512,081 |
|
|
$ |
374,142 |
|
|
$ |
137,939 |
|
|
|
| Net change in unrealized gain (loss) |
|
175,209 |
|
|
51,364 |
|
|
123,845 |
|
|
|
| Net realized gain (loss) |
|
33,081 |
|
|
(106,281) |
|
|
139,362 |
|
|
|
| Net Increase (Decrease) in Net Assets Resulting from Operations |
|
$ |
720,371 |
|
|
$ |
319,225 |
|
|
$ |
401,146 |
|
|
|
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. For the year ended December 31, 2025, our net asset value per share increased, primarily driven by an increase from net change in unrealized gains.
Investment Income
The table below presents the investment income for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
|
| ($ in thousands) |
|
|
|
|
2025 |
|
2024 |
|
$ Change |
|
|
| Interest income |
|
|
|
|
$ |
939,380 |
|
|
$ |
522,106 |
|
|
$ |
417,274 |
|
|
|
| Payment-in-kind interest income |
|
|
|
|
92,826 |
|
|
106,432 |
|
|
(13,606) |
|
|
|
| Dividend income |
|
|
|
|
25,649 |
|
|
8,714 |
|
|
16,935 |
|
|
|
| Payment-in-kind dividend income |
|
|
|
|
66,657 |
|
|
40,370 |
|
|
26,287 |
|
|
|
| Other income |
|
|
|
|
20,937 |
|
|
6,412 |
|
|
14,525 |
|
|
|
| Total investment income |
|
|
|
|
$ |
1,145,449 |
|
|
$ |
684,034 |
|
|
$ |
461,415 |
|
|
|
We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights.
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024
Investment income increased to $1.1 billion for the year ended December 31, 2025, from $684.0 million for the same period in prior year primarily due to an increase in interest income as a result of an increase in our debt portfolio following the Mergers, which at par increased from $5.1 billion as of December 31, 2024 to $12.2 billion as of December 31, 2025. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns which are non-recurring in nature. Fees received from unscheduled paydowns increased to $23.4 million for the year ended December 31, 2025 from $16.3 million for the same period in prior year due to an increase in repayment activity for the period. Dividend income and PIK dividend income increased to $92.3 million from $49.1 million in the prior period, primarily due to an increase in investments which paid dividends following the Mergers. PIK interest income as a percentage of total investment income decreased to 8.1% for the year ended December 31, 2025 from 15.6% for the year ended December 31, 2024 primarily driven by a decrease in PIK interest earning investments in our portfolio.
PIK dividend income as a percentage of total investment income decreased to 5.8% for the year ended December 31, 2025 from 5.9% for the year ended December 31, 2024. Other income increased period-over-period due to an increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and normally paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.
Expenses
The table below presents our expenses for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
For the Years Ended December 31, |
|
|
|
|
| ($ in thousands) |
|
|
|
|
2025 |
|
2024 |
|
$ Change |
|
|
| Interest expense |
|
|
|
|
$ |
321,492 |
|
|
$ |
192,739 |
|
|
$ |
128,753 |
|
|
|
Management fees, net(1) |
|
|
|
|
144,941 |
|
|
56,705 |
|
|
88,236 |
|
|
|
| Performance based incentive fees |
|
|
|
|
93,377 |
|
|
40,961 |
|
|
52,416 |
|
|
|
| Capital gains incentive fees |
|
|
|
|
37,529 |
|
|
(5,487) |
|
|
43,016 |
|
|
|
| Professional fees |
|
|
|
|
12,071 |
|
|
6,496 |
|
|
5,575 |
|
|
|
| Listing advisory fees (net of Adviser reimbursement) |
|
|
|
|
4,821 |
|
|
— |
|
|
4,821 |
|
|
|
| Directors' fees |
|
|
|
|
1,091 |
|
|
1,034 |
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other general and administrative |
|
|
|
|
10,557 |
|
|
5,981 |
|
|
4,576 |
|
|
|
| Total expenses |
|
|
|
|
$ |
625,879 |
|
|
$ |
298,429 |
|
|
$ |
327,450 |
|
|
|
(1)Refer to “Note 3 — Agreements and Related Party Transactions” to our consolidated financial statements included in this Annual Report for additional details on management fee waiver.
Under the terms of the Administration Agreement, we reimburse the Adviser for services performed for us. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and we reimburse the Adviser for any services performed for us by such affiliate or third party.
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024
Total expenses increased to $625.9 million for the year ended December 31, 2025, from $298.4 million for the same period in the prior year primarily due to an increase in interest expense, management fees, and incentive fees following the Mergers. The increase in interest expense was driven by an increase in average daily borrowings to $4.8 billion from $3.0 billion primarily due to the assumption of OTF II’s debt facilities, offset by a decrease in the average interest rate to 6.0% from 6.1%, period over period. Management fees increased due to an increase in average adjusted gross assets as a result of our acquisition of OTF II and an increase in the management fee rate as a result of the listing. Performance based incentive fees increased due to an increase in net investment income driven by an increase in the size of the income producing portfolio as a result of our acquisition of OTF II and an increase in the incentive fee rate as a result of the listing. As a percentage of total assets, offering expenses, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent.
Income Taxes, Including Excise Taxes
We have elected to be treated as a RIC under subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least the sum of (i) 90% of our investment company taxable income, as defined by the Code, and (ii) 90% of our net tax-exempt income for that taxable year. In addition, a RIC may, in certain cases, satisfy this distribution requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of Subchapter M. As of December 31, 2025 we have generated undistributed taxable earnings “spillover” of $0.40 per share. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieves us from U.S. federal income taxes at corporate tax rates.
Depending on the level of taxable income earned in a tax year, we can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.
For the years ended December 31, 2025 and 2024, we recorded U.S. federal and state corporate-level income tax expense/(benefit) of $7.5 million and $11.5 million, including U.S. federal excise tax expense of $7.5 million and $11.5 million, respectively.
Taxable Subsidiaries
Certain of our consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the year ended December 31, 2025 and 2024 we recorded U.S. federal and state income tax expense/(benefit) of $(51) thousand and (6) thousand, respectively.
We recorded a net deferred tax liability of $797 thousand as of December 31, 2025, for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries’ investment in certain partnership interests. We recorded a net deferred tax liability of $36 thousand for taxable subsidiaries as of December 31, 2024.
Net Change in Unrealized Gains (Losses)
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the following periods, net unrealized gains (losses) were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
|
| ($ in thousands) |
|
|
|
|
2025 |
|
2024 |
|
|
|
$ Change |
| Net change in unrealized gain (loss) on investments |
|
|
|
|
$ |
146,218 |
|
|
$ |
51,630 |
|
|
|
|
$ |
94,588 |
|
| Net change in unrealized gain (loss) on translation of assets and liabilities in foreign currencies |
|
|
|
|
29,693 |
|
|
(263) |
|
|
|
|
29,956 |
|
| Income tax (provision) benefit |
|
|
|
|
(702) |
|
|
(3) |
|
|
|
|
(699) |
|
| Net change in unrealized gain (loss) |
|
|
|
|
$ |
175,209 |
|
|
$ |
51,364 |
|
|
|
|
$ |
123,845 |
|
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024
For the year ended December 31, 2025, the net unrealized gain was primarily driven by an increase in the fair value of certain of our equity investments, partially offset by a decrease in the fair value of certain of our equity investments. As of December 31, 2025, the fair value of our debt investments as a percentage of principal was 99.3%, as compared to 99.0% as of December 31, 2024. For the year ended December 31, 2024, the net unrealized gain was primarily driven by an increase in the fair value of certain of our debt and equity investments and reversals of prior period unrealized losses that were realized during the period related to exited investments.
The ten largest contributors to the change in net unrealized gain (loss) on investments during the period consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
December 31, 2025 |
|
For the Year Ended
December 31, 2024 |
| Portfolio Company |
Net Change in Unrealized Gain (Loss) |
|
Portfolio Company |
Net Change in Unrealized Gain (Loss) |
($ in millions) |
|
($ in millions) |
| Space Exploration Technologies Corp. |
$ |
105.0 |
|
|
Space Exploration Technologies Corp. |
$ |
43.8 |
|
| Revolut Ribbit Holdings, LLC |
71.0 |
|
|
Revolut Ribbit Holdings, LLC |
39.9 |
|
| Pluralsight, LLC |
(33.2) |
|
|
Robinhood Markets, Inc. |
33.6 |
|
| Halo Parent Newco, LLC |
(23.9) |
|
|
Klaviyo, Inc. |
17.0 |
|
| SalesLoft, Inc. |
(17.7) |
|
|
Peraton Corp. |
(15.9) |
|
| Signifyd Inc. |
17.4 |
|
|
Walker Edison Furniture Company LLC |
(13.5) |
|
| Excalibur CombineCo, L.P. |
(14.2) |
|
|
Circle Internet Services, Inc. |
(13.0) |
|
| E2Open Parent Holdings, Inc. |
13.1 |
|
|
Cornerstone OnDemand, Inc. |
(11.0) |
|
| Elliott Alto Co-Investor Aggregator L.P. |
10.8 |
|
|
Toast, Inc. |
(9.7) |
|
| Inovalon Holdings, Inc. |
(10.2) |
|
|
Algolia, Inc. |
(7.6) |
|
| Remaining portfolio companies |
28.1 |
|
|
Remaining portfolio companies |
(12.0) |
|
| Total |
$ |
146.2 |
|
|
Total |
$ |
51.6 |
|
Net Realized Gains (Losses)
The realized gains and losses on fully exited portfolio companies, partially exited portfolio companies and foreign currency transactions during the following periods were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
|
| ($ in thousands) |
|
|
|
|
2025 |
|
2024 |
|
|
|
$ Change |
| Net realized gain (loss) on investments |
|
|
|
|
$ |
54,560 |
|
|
$ |
(104,238) |
|
|
|
|
$ |
158,798 |
|
| Net realized gain (loss) on foreign currency transactions |
|
|
|
|
(21,479) |
|
|
(2,043) |
|
|
|
|
(19,436) |
|
| Net realized gain (loss) |
|
|
|
|
$ |
33,081 |
|
|
$ |
(106,281) |
|
|
|
|
$ |
139,362 |
|
For the year ended December 31, 2025, we recognized net realized gains on investments of $54.6 million, primarily driven by sales of certain of our equity investments. We incurred losses of $21.5 million on foreign currency transactions for the year ended December 31, 2025, primarily as a result of fluctuations in the AUD, GBP and EUR exchange rates versus USD.
Realized Gross Internal Rate of Return
Since we began investing in 2018 through December 31, 2025, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of over 10.5% (based on total capital invested of $7.5 billion and total proceeds from these exited investments of $9.0 billion.
IRR, is a measure of our discounted cash flows (inflows and outflows). Specifically, IRR is the discount rate at which the net present value of all cash flows is equal to zero. That is, IRR is the discount rate at which the present value of total capital invested in each of our investments is equal to the present value of all realized returns from that investment. Our IRR calculations are unaudited.
Capital invested, with respect to an investment, represents the aggregate cost basis allocable to the realized or unrealized portion of the investment, net of any upfront fees paid at closing for the term loan portion of the investment.
Realized returns, with respect to an investment, represents the total cash received with respect to each investment, including all amortization payments, interest, dividends, prepayment fees, upfront fees (except upfront fees paid at closing for the term loan portion of an investment), administrative fees, agent fees, amendment fees, accrued interest, and other fees and proceeds.
Gross IRR, with respect to an investment, is calculated based on the dates that we invested capital and dates we received distributions, regardless of when we made distributions to our shareholders. Initial investments are assumed to occur at time zero.
Gross IRR reflects historical results relating to our past performance and is not necessarily indicative of our future results. In addition, gross IRR does not reflect the effect of management fees, expenses, incentive fees or taxes borne, or to be borne, by us or our shareholders, and would be lower if it did.
Aggregate cash flow realized gross IRR on our exited investments reflects only invested and realized cash amounts as described above, and does not reflect any unrealized gains or losses in our portfolio.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are generated primarily from cash flows from interest, dividends and fees earned from our investments and principal repayments, our credit facilities, and other secured and unsecured debt. The primary uses of our cash are (i) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying or reimbursing our Adviser) and (iii) cash distributions to the holders of our shares.
We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities, enter into additional debt securitization transactions or issue additional debt securities. Additional financings could include SPV drop down facilities and unsecured notes. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of December 31, 2025 and December 31, 2024, our asset coverage was 226% and 220%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund. Our current target ratio is 0.90x-1.25x. For the year ended December 31, 2025, our weighted average cost of debt was 6.7%. In addition, from time to time, we may seek to retire, repurchase, or exchange debt securities in open market purchases or by other means, including privately negotiated transactions, in each case dependent on market conditions, liquidity, contractual obligations, and other matters. The amounts involved in any such transactions, individually or in the aggregate, may be material.
As of December 31, 2025, cash, taken together with our available debt capacity of $1.45 billion is expected to be sufficient for our investing activities and to conduct our operations in the near term. Our long-term cash needs will include principal payments on outstanding indebtedness and funding of additional portfolio investments.
Funding for long-term cash needs will come from unused net proceeds from financing activities and our capital commitments. We believe that our liquidity and sources of capital are adequate to satisfy our short and long-term cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.
As of December 31, 2025, we had $282.9 million in cash and restricted cash. During the year ended December 31, 2025, $916.0 million in cash was used in operating activities, primarily as a result of funding portfolio investments of $3.8 billion offset by sell downs and repayments of $1.9 billion and other operating activity of $920.0 million. Lastly, cash provided by financing activities was $0.9 billion during the period, primarily from net borrowings on debt.
Equity
We have the authority to issue 1,000,000,000 common shares at $0.01 per share par value.
On March 24, 2025, as a result of the Mergers, we issued an aggregate of approximately 250,738,523 shares of our common stock.
On June 12, 2025, our common stock was listed and began trading on the New York Stock Exchange (“NYSE”) under the symbol “OTF” (the “Exchange Listing”).
In connection with the Exchange Listing, the Board has determined to eliminate any outstanding fractional shares of our common stock (the “Fractional Shares”), as permitted by the Maryland General Corporation Law by rounding up the number of Fractional Shares held by each shareholder to the nearest whole share.
Our amended and restated articles of incorporation (the “Charter”) provides for three separate restricted periods during which shares of our common stock may not be transferred as follows:
•One period is 180 days after the Exchange Listing and applies to all of the shares of our common stock outstanding prior to the Listing (the “First Lock-Up Period”);
•One period is 270 days after the Exchange Listing and applies to two-thirds of the shares of our common stock outstanding prior to the Listing (the “Second Lock-Up Period”); and
•One period is 365 days after the Exchange Listing and applies to one-third of the shares of our common stock outstanding prior to the Listing (the “Third Lock-Up Period”).
In connection with the Exchange Listing, the Board waived the transfer restrictions with respect to 23,256,814 shares of our common stock and a pro rata portion of each shareholder’s shares of our common stock were released from each of the First, Second and Third Lock-Up Periods. Effective as of September 9, 2025, the Board waived the transfer restrictions with respect to 46,513,271 shares of our common stock and a pro rata portion of each shareholder’s shares of our common stock were released from the First Lock-Up Period. On November 4, 2025, the Board waived the transfer restrictions with respect to shares of the Company’s common stock as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Approximate Number of Shares Being Released from Transfer Restrictions |
|
Effective Date |
50.4 million(1) |
|
November 13, 2025 |
49.1 million(2) |
|
January 20, 2026 |
49.1 million(2) |
|
February 20, 2026 |
49.1 million(3) |
|
April 20, 2026 |
49.1 million(3) |
|
May 20, 2026 |
(1)A pro rata portion of each shareholder’s shares of the Company’s common stock will be released from the First Lock-Up Period.
(2)A pro rata portion of each shareholder’s shares of the Company’s common stock will be released from the Second Lock-Up Period.
(3)A pro rata portion of each shareholder’s shares of the Company’s common stock will be released from the Third Lock-Up Period.
Generally, all of the Company’s common stock that has been outstanding for more than six months is eligible for public sale pursuant to Rule 144 under the Securities Act; however, certain affiliates will have to comply with the additional requirements relating to the manner of sale, volume limitation and notice provisions in order to rely on Rule 144.
Distributions
The table below reflects the distributions declared on shares of our common stock during the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2025 |
| Date Declared |
|
Record Date |
|
Payment Date |
|
Distribution per Share |
| November 5, 2025 |
|
December 31, 2025 |
|
January 15, 2026 |
|
$ |
0.35 |
|
| August 5, 2025 |
|
September 30, 2025 |
|
October 15, 2025 |
|
$ |
0.35 |
|
| June 2, 2025 (supplemental dividend) |
|
September 21, 2026 |
|
October 6, 2026 |
|
$ |
0.05 |
|
| June 2, 2025 (supplemental dividend) |
|
June 22, 2026 |
|
July 7, 2026 |
|
$ |
0.05 |
|
| June 2, 2025 (supplemental dividend) |
|
March 23, 2026 |
|
April 7, 2026 |
|
$ |
0.05 |
|
| June 2, 2025 (supplemental dividend) |
|
December 23, 2025 |
|
January 7, 2026 |
|
$ |
0.05 |
|
| June 2, 2025 (supplemental dividend) |
|
September 22, 2025 |
|
October 7, 2025 |
|
$ |
0.05 |
|
| June 2, 2025 |
|
June 30, 2025 |
|
July 15, 2025 |
|
$ |
0.35 |
|
| March 14, 2025 |
|
March 17, 2025 |
|
March 18, 2025 |
|
$ |
0.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2024 |
| Date Declared |
|
Record Date |
|
Payment Date |
|
Distribution per Share |
| October 1, 2024 |
|
December 31, 2024 |
|
January 31, 2025 |
|
$ |
0.33 |
|
| August 6, 2024 |
|
September 30, 2024 |
|
November 15, 2024 |
|
$ |
0.36 |
|
| May 7, 2024 |
|
June 28, 2024 |
|
August 15, 2024 |
|
$ |
0.40 |
|
| February 21, 2024(1) |
|
March 29, 2024 |
|
May 15, 2024 |
|
$ |
0.37 |
|
(1)Expected to be paid or was partially paid from sources other than ordinary income, including long-term capital gains.
During certain periods, our distributions may exceed our earnings. As a result, it is possible that a portion of the distributions we make may represent a return of capital. A return of capital generally is a return of a shareholder’s investment rather than a return of earnings or gains derived from our investment activities. Each year, a statement on Form 1099-DIV identifying the tax character of the distributions will be mailed to our shareholders. The tax character of the distributions are not determined until our taxable year end.
Dividend Reinvestment
We have adopted a dividend reinvestment plan, pursuant to which, we will reinvest all cash distributions declared by the Board on behalf of our shareholders who do not elect to receive their distribution in cash as provided below. As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then our shareholders who have not opted out of our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock rather than receiving the cash dividend or other distribution. As described below, we may purchase shares in the open market or use newly issued shares to implement the dividend reinvestment plan. Any fractional share otherwise issuable to a participant in the dividend reinvestment plan will instead be paid in cash.
Prior to the Exchange Listing, the number of shares to be issued to a shareholder under the dividend reinvestment plan was determined by dividing the total dollar amount of the distribution payable to such shareholder by the net asset value per share of the Company’s common stock, as of the last day of the Company’s calendar quarter immediately preceding the date such distribution was declared. In connection with listing our common stock on the NYSE, we entered into our second amended and restated dividend reinvestment plan, pursuant to which, if newly issued shares are used to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the cash dividend or distribution payable to a shareholder by the market price per share of our common stock at the close of regular trading on the NYSE on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, we will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share). Pursuant to our second amended and restated dividend reinvestment plan, if shares are purchased in the open market to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder shall be determined by dividing the dollar amount of the cash dividend payable to such shareholder by the weighted average price per share for all shares purchased by the plan administrator in the open market in connection with the dividend. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
The table below reflects the common stock issued pursuant to the dividend reinvestment plan during the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2025 |
| Date Declared |
|
Record Date |
|
Payment Date |
|
Shares |
| August 5, 2025 |
|
September 30, 2025 |
|
October 15, 2025 |
|
1,885,921 |
|
| June 2, 2025 (supplemental dividend) |
|
September 22, 2025 |
|
October 7, 2025 |
|
275,099 |
|
| June 2, 2025 |
|
June 30, 2025 |
|
July 15, 2025 |
|
1,952,428 |
|
| March 14, 2025 |
|
March 17, 2025 |
|
March 18, 2025 |
|
1,131,018 |
|
| October 1, 2024 |
|
December 31, 2024 |
|
January 31, 2025 |
|
1,098,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2024 |
| Date Declared |
|
Record Date |
|
Payment Date |
|
Shares |
|
|
|
|
|
|
|
| August 6, 2024 |
|
September 30, 2024 |
|
November 15, 2024 |
|
1,176,276 |
|
| May 7, 2024 |
|
June 28, 2024 |
|
August 15, 2024 |
|
1,323,864 |
|
| February 21, 2024 |
|
March 29, 2024 |
|
May 15, 2024 |
|
1,190,189 |
|
| November 7, 2023 |
|
December 29, 2023 |
|
January 31, 2024 |
|
1,212,560 |
|
2025 Stock Repurchase Program
On May 27, 2025, the Board approved the 2025 Stock Repurchase Program (the “2025 Stock Repurchase Program”) under which we may repurchase up to $200 million of its outstanding common stock. Under the 2025 Stock Repurchase Program, purchases may be made at management's discretion from time to time in open-market transactions, in accordance with applicable securities laws and regulations. Unless extended by the Board, the 2025 Stock Repurchase Program will terminate 18-months from the date of the Exchange Listing. As of December 31, 2025, 5,192,408 shares of our common stock have been repurchased pursuant to the 2025 Stock Repurchase Program for approximately $73.4 million since the 2025 Stock Repurchase Program’s inception.
Debt
Aggregate Borrowings
The tables below present debt obligations as of the following periods(4):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
| ($ in thousands) |
Aggregate Principal Committed |
|
Outstanding Principal |
|
Amount Available(1) |
|
Unamortized Debt Issuance Costs (Premium) |
|
Net Carrying Value |
Revolving Credit Facility(2) |
$ |
2,675,000 |
|
|
$ |
1,480,000 |
|
|
$ |
1,191,983 |
|
|
$ |
23,718 |
|
|
$ |
1,456,282 |
|
| SPV Asset Facility I |
700,000 |
|
|
700,000 |
|
|
— |
|
|
8,398 |
|
|
691,602 |
|
| SPV Asset Facility II |
400,000 |
|
|
325,000 |
|
|
75,000 |
|
|
4,536 |
|
|
320,464 |
|
| SPV Asset Facility III |
1,100,000 |
|
|
624,500 |
|
|
64,924 |
|
|
11,413 |
|
|
613,087 |
|
| SPV Asset Facility IV |
500,000 |
|
|
200,000 |
|
|
116,062 |
|
|
5,654 |
|
|
194,346 |
|
|
|
|
|
|
|
|
|
|
|
| Athena CLO II |
375,000 |
|
|
375,000 |
|
|
— |
|
|
3,932 |
|
|
371,068 |
|
| Athena CLO IV |
240,000 |
|
|
240,000 |
|
|
— |
|
|
2,346 |
|
|
237,654 |
|
| Athena CLO V |
300,000 |
|
|
300,000 |
|
|
— |
|
|
1,928 |
|
|
298,072 |
|
|
|
|
|
|
|
|
|
|
|
| June 2026 Notes |
375,000 |
|
|
375,000 |
|
|
— |
|
|
713 |
|
|
374,287 |
|
| January 2027 Notes |
300,000 |
|
|
300,000 |
|
|
— |
|
|
1,621 |
|
|
298,379 |
|
March 2028 Notes(3) |
650,000 |
|
|
650,000 |
|
|
— |
|
|
7,811 |
|
|
654,890 |
|
| September 2028 Notes |
75,000 |
|
|
75,000 |
|
|
— |
|
|
495 |
|
|
74,505 |
|
April 2029 Notes(3) |
700,000 |
|
|
700,000 |
|
|
— |
|
|
11,558 |
|
|
703,564 |
|
| Total Debt |
$ |
8,390,000 |
|
|
$ |
6,344,500 |
|
|
$ |
1,447,969 |
|
|
$ |
84,123 |
|
|
$ |
6,288,200 |
|
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The amount available is reduced by $3.0 million of outstanding letters of credit.
(3)Net carrying value is inclusive of change in fair market value of effective hedge.
(4)Refer to “Note 5 — Debt” to our consolidated financial statements included in this Annual Report for more information on our present debt obligations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
| ($ in thousands) |
Aggregate Principal Committed |
|
Outstanding Principal |
|
Amount Available(1) |
|
Unamortized Debt Issuance Costs (Premium) |
|
Net Carrying Value |
| Revolving Credit Facility |
$ |
1,065,000 |
|
|
$ |
313,004 |
|
|
$ |
751,996 |
|
|
$ |
14,675 |
|
|
$ |
298,329 |
|
| SPV Asset Facility I |
700,000 |
|
|
600,000 |
|
|
100,000 |
|
|
9,552 |
|
|
590,448 |
|
| SPV Asset Facility II |
400,000 |
|
|
300,000 |
|
|
100,000 |
|
|
4,753 |
|
|
295,247 |
|
| June 2025 Notes |
210,000 |
|
|
210,000 |
|
|
— |
|
|
623 |
|
|
209,377 |
|
| December 2025 Notes |
650,000 |
|
|
650,000 |
|
|
— |
|
|
(1,495) |
|
|
651,495 |
|
| June 2026 Notes |
375,000 |
|
|
375,000 |
|
|
— |
|
|
2,227 |
|
|
372,773 |
|
| January 2027 Notes |
300,000 |
|
|
300,000 |
|
|
— |
|
|
3,145 |
|
|
296,855 |
|
| CLO 2020-1 |
204,000 |
|
|
204,000 |
|
|
— |
|
|
4,015 |
|
|
199,985 |
|
| Total Debt |
$ |
3,904,000 |
|
|
$ |
2,952,004 |
|
|
$ |
951,996 |
|
|
$ |
37,495 |
|
|
$ |
2,914,509 |
|
(1)The amount available reflects any collateral related limitations at the Company level related to each credit facility’s borrowing base.
The table below presents the components of interest expense for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
| ($ in thousands) |
|
|
|
|
2025 |
|
2024 |
|
|
| Interest expense |
|
|
|
|
$ |
293,568 |
|
|
$ |
183,481 |
|
|
|
| Amortization of debt issuance costs, net |
|
|
|
|
27,061 |
|
|
9,258 |
|
|
|
Net change in unrealized (gain) loss on effective interest rate swaps and hedged items(1) |
|
|
|
|
863 |
|
|
— |
|
|
|
| Total Interest Expense |
|
|
|
|
$ |
321,492 |
|
|
$ |
192,739 |
|
|
|
| Average interest rate |
|
|
|
|
6.0 |
% |
|
6.1 |
% |
|
|
| Average daily borrowings |
|
|
|
|
$ |
4,810,826 |
|
|
$ |
2,961,574 |
|
|
|
(1)Refer to “Note 5 — Debt — March 2028 Notes and April 2029 Notes” to our consolidated financial statements included in this Annual Report for details on the facility’s interest rate swap.
Off-Balance Sheet Arrangements
Portfolio Company Commitments
From time to time, we may enter into commitments to fund investments in the form of revolving credit, delayed draw, or equity commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. We had the following outstanding commitments as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
| ($ in thousands) |
|
December 31, 2025 |
|
December 31, 2024 |
| Total unfunded revolving loan commitments |
|
$ |
797,118 |
|
|
$ |
315,345 |
|
| Total unfunded delayed draw loan commitments |
|
$ |
947,440 |
|
|
$ |
286,912 |
|
| Total unfunded debt commitments |
|
$ |
1,744,558 |
|
|
$ |
602,257 |
|
|
|
|
|
|
| Total unfunded specialty finance equity commitments |
|
$ |
41,900 |
|
|
$ |
6,080 |
|
| Total unfunded common equity commitments |
|
$ |
8,113 |
|
|
$ |
— |
|
| Total unfunded equity commitments |
|
$ |
50,013 |
|
|
$ |
6,080 |
|
|
|
|
|
|
| Total unfunded commitments |
|
$ |
1,794,571 |
|
|
$ |
608,337 |
|
We seek to carefully consider our unfunded portfolio company commitments for the purpose of planning our ongoing financial leverage. Further, we consider any outstanding unfunded portfolio company commitments we are required to fund within the 150% asset coverage limitation. As of December 31, 2025, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.
Other Commitments and Contingencies
On May 27, 2025, our Board approved a repurchase program (the “2025 Stock Repurchase Program”) under which we may repurchase up to $200 million of our outstanding common stock. Under the 2025 Stock Repurchase Program, purchases were made at management's discretion from time to time in open-market transactions, in accordance with applicable securities laws and regulations.
Unless extended by the Board, the 2025 Stock Repurchase Program will terminate 18-months from the date of the Exchange Listing. As of December 31, 2025, 5,192,408 shares of the Company’s common stock have been repurchased pursuant to the 2025 Stock Repurchase Program for approximately $73.4 million since the 2025 Stock Repurchase Program’s inception. All shares purchased by us pursuant to 2025 Stock Repurchase Program have been retired and are authorized and unissued shares.
From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. At December 31, 2025, management was not aware of any pending or threatened litigation.
Contractual Obligations
A summary of our contractual payment obligations under our credit facilities and notes as of December 31, 2025, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
| ($ in thousands) |
Total |
|
Less than 1 year |
|
1-3 years |
|
3-5 years |
|
After 5 years |
| Revolving Credit Facility |
$ |
1,480,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,480,000 |
|
|
$ |
— |
|
| SPV Asset Facility I |
700,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
700,000 |
|
| SPV Asset Facility II |
325,000 |
|
|
— |
|
|
— |
|
|
325,000 |
|
|
— |
|
| SPV Asset Facility III |
624,500 |
|
|
— |
|
|
— |
|
|
— |
|
|
624,500 |
|
| SPV Asset Facility IV |
200,000 |
|
|
— |
|
|
— |
|
|
200,000 |
|
|
— |
|
| Athena CLO II |
375,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
375,000 |
|
| Athena CLO IV |
240,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
240,000 |
|
| Athena CLO V |
300,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
300,000 |
|
| June 2026 Notes |
375,000 |
|
|
375,000 |
|
|
— |
|
|
— |
|
|
— |
|
| January 2027 Notes |
300,000 |
|
|
— |
|
|
300,000 |
|
|
— |
|
|
— |
|
| March 2028 Notes |
650,000 |
|
|
— |
|
|
650,000 |
|
|
— |
|
|
— |
|
| September 2028 Notes |
75,000 |
|
|
— |
|
|
75,000 |
|
|
— |
|
|
— |
|
| April 2029 Notes |
700,000 |
|
|
— |
|
|
— |
|
|
700,000 |
|
|
— |
|
| Total Contractual Obligations |
$ |
6,344,500 |
|
|
$ |
375,000 |
|
|
$ |
1,025,000 |
|
|
$ |
2,705,000 |
|
|
$ |
2,239,500 |
|
Related-Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
•the Investment Advisory Agreement;
•the Administration Agreement; and
•the License Agreement.
In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by the Adviser or certain affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.
Additionally, we invest in Credit SLF, Blue Owl Leasing, and Stripe Blue Owl Holdings LLC (“Stripe Blue Owl”), controlled affiliated investments, and Amergin, BOCSO, Fifth Season, LSI Financing DAC, and LSI Financing LLC, which are non-controlled affiliated investments, as defined in the 1940 Act.
See “Note 3 —Agreements and Related Party Transactions” to our consolidated financial statements included in this Annual Report for further details.
Critical Accounting Policies
The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in connection with our risk factors as described in “ITEM 1A. RISK FACTORS.”
Investments at Fair Value
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries.
The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
Rule 2a-5 under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Pursuant to Rule 2a-5, the Board designated the Adviser as our valuation designee to perform fair value determinations relating to the value of assets held by us for which market quotations are not readily available.
Investments for which market quotations are readily available are typically valued at the average bid price of those market quotations. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of our investments, are valued at fair value as determined in good faith by our Adviser, as the valuation designee, based on, among other things, the input of independent third-party valuation firm(s) engaged at the direction of our Adviser.
As part of the valuation process, our Adviser, as the valuation designee, takes into account relevant factors in determining the fair value of our investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Adviser, as the valuation designee, considers whether the pricing indicated by the external event corroborates its valuation.
Our Adviser, as the valuation designee, undertakes a multi-step valuation process, which includes, among other procedures, the following:
•With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;
•With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;
•Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee;
•Our Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;
•Each quarter, our Adviser, as the valuation designee, provides the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, our Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and
•The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.
We conduct this valuation process on a quarterly basis.
We apply Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, we consider its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
•Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.
•Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
•Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfer occurred. In addition to using the above inputs in investment valuations, we apply the valuation policy approved by our Board that is consistent with ASC 820. Consistent with the valuation policy, our Adviser, as the valuation designee, evaluates the source of the inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), our Adviser, as the valuation designee, subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment.
For example, our Adviser, as the valuation designee, or the independent valuation firm(s), review pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.
We apply the practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value per share (or its equivalent). ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies, or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy as per ASC Topic 820.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If we were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.
Financial and Derivative Instruments
Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently qualify as a “limited derivatives user” and expect to continue to do so. We adopted a derivatives policy and comply with Rule 18f-4’s recordkeeping requirements.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization and accretion of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends, the majority of which is structured at initial underwriting. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally become due at maturity or at the occurrence of a liquidation event. Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the amortization and accretion of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If, at any point, we believe PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Distributions
We have elected to be treated for U.S. federal income tax purposes, and qualify annually thereafter, as a RIC under subchapter M of the Code. To maintain our tax treatment as a RIC, we must timely distribute (or be deemed to distribute) in each taxable year to our shareholders at least the sum of:
•90% of our investment company taxable income (which is generally our ordinary income plus the excess of realized short-term capital gains over realized net long-term capital losses), determined without regard to the deduction for dividends paid, for such taxable year; and
•90% of our net tax-exempt interest income (which is the excess of our gross tax-exempt interest income over certain disallowed deductions) for such taxable year.
As a RIC, we (but not our shareholders) generally will not be subject to U.S. federal tax on investment company taxable income and net capital gains that we distribute to our shareholders.
We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to U.S. federal income tax at corporate rates. We can be expected to carry forward our net capital gains or any investment company taxable income in excess of current year dividend distributions, and pay the U.S. federal excise tax as described below.
Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. We may be subject to a nondeductible 4% U.S. federal excise tax if we do not distribute (or are treated as distributing) during each calendar year an amount at least equal to the sum of:
•98% of our net ordinary income excluding certain ordinary gains or losses for that calendar year;
•98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of that calendar year; and
•certain undistributed amounts from previous years in which we paid no U.S. federal income tax.
While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed and as a result, in such cases, the excise tax will be imposed. In such an event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.
We intend to pay quarterly distributions to our shareholders out of assets legally available for distribution. All distributions will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.
To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our shareholders for U.S. federal income tax purposes. Thus, the source of a distribution to our shareholders may be the original capital invested by the shareholder rather than our income or gains. Shareholders should read written disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.
We have adopted an “opt out” dividend reinvestment plan for our common shareholders. As a result, if we declare a cash dividend or other distribution, each shareholder that has not “opted out” of our dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
Income Taxes
We have elected to be treated as a BDC under the 1940 Act. We have also elected to be treated as a RIC under the Code beginning with the taxable year ending December 31, 2018 and intend to continue to qualify as a RIC. So long as we maintain our tax treatment as a RIC, we generally will not pay U.S. federal income taxes on any ordinary income or capital gains that we distribute at least annually to our shareholders as dividends. Instead, any tax liability related to income earned and distributed by us represents obligations of our investors and will not be reflected in our consolidated financial statements. However, we will be subject to U.S. federal income tax imposed at corporate rates on any income, including capital gains, not distributed (or deemed distributed) to our stockholders.
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, we generally must distribute to our shareholders, for each taxable year, at least (i) 90% of our “investment company taxable income” for that year, which is generally our net ordinary income plus the excess, if any, of our realized net short-term capital gains over our realized net long-term capital losses and (ii) our net tax-exempt income. In order for us not to be subject to U.S. federal excise taxes, we must distribute annually an amount at least equal to the sum of (i) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) certain undistributed amounts from previous years on which we paid no U.S. federal income tax. We, at our discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.
Certain of our consolidated subsidiaries are subject to U.S. federal and state income taxes imposed at corporate rates.
We evaluate tax positions taken or expected to be taken in the course of preparing our consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2025. As applicable, our prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.
Recent Developments
We have evaluated subsequent events through the date of issuance of these consolidated financial statements and determined there are no subsequent events to disclose except for the following:
January 2031 Notes
On January 23, 2026, we issued $400.0 million aggregate principal amount of 6.125% notes due 2031. In connection with the issuance of the January 2031 Notes, on January 20, 2026 we entered into a bilateral interest rate swap. The notional amount of the interest rate swap is $400.0 million. We will receive fixed rate interest at 6.125% and pay variable rate interest based on SOFR plus 2.495%. The interest rate swap matures on January 23, 2031.
Dividend
On February 18, 2026, the Board approved a first quarter dividend of $0.35 per share for stockholders of record as of March 31, 2026, payable on or before April 15, 2026.
2026 Stock Repurchase Program
On February 17, 2026, the Board approved a repurchase program (the “2026 Stock Repurchase Program”) under which we may repurchase up to $300 million of our common stock. Under the 2026 Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, including pursuant to trading plans with investment banks pursuant to Rule 10b5-1 of the Exchange Act, in accordance with all applicable rules and regulations. Unless extended by the Board, the 2026 Stock Repurchase Program will terminate 18-months from the date it was approved. Upon entering into the 2026 Stock Repurchase Program, the 2025 Stock Repurchase Program will terminate.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including valuation risk, interest rate risk, currency risk, credit risk and inflation risk. Uncertainty with respect to the imposition of tariffs on and trade disputes with certain countries, the fluctuations in global interest rates, the ongoing war between Russia and Ukraine, continued political unrest in various countries such as Venezuela, the conflicts in the Middle East and North Africa regions, a prolonged government shutdown and concerns over future increases in inflation or adverse investor sentiment generally, introduced significant volatility in the financial markets, and the effects of this volatility has materially impacted and could continue to materially impact our market risks, including those listed below.
Valuation Risk
We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and therefore, we will value these investments at fair value as determined in good faith by the Adviser, as our valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of the Adviser, as our valuation designee, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material. The independent third-party valuation firm(s) engaged at the discretion of the Adviser and its affiliates are full service financial institutions engaged in a variety of activities and from time to time we may receive or provide additional services to or from such independent third-party valuation firm(s).
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.
In a low interest rate environment, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net income and potentially adversely affecting our operating results. Conversely, in a rising interest rate environment, such difference could potentially increase thereby increasing our net income as indicated per the table below.
As of December 31, 2025, 96.2% of our debt investments based on fair value were floating rates. Additionally, the weighted average floating rate floor, based on fair value, of our debt investments was 0.8%. The Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, Athena CLO II, and Athena CLO V bear interest at variable interest rates with an interest rate floor of 0.0%. The June 2026 Notes, January 2027 Notes, March 2028 Notes, September 2028 Notes and April 2029 Notes bear interest at fixed rates. The April 2029 Notes and March 2028 Notes are hedged against interest rate swap instruments. Athena CLO IV bears interest at fixed and variable rates.
Based on our Consolidated Statements of Assets and Liabilities as of December 31, 2025, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to 3-month reference rate and there are no changes in our investment and borrowing structure:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ($ in thousands) |
Interest Income |
|
Interest Expense(1) |
|
Net Income (2) |
| Up 300 basis points |
$ |
355,900 |
|
|
$ |
167,835 |
|
|
$ |
188,065 |
|
| Up 200 basis points |
$ |
237,267 |
|
|
$ |
111,890 |
|
|
$ |
125,377 |
|
| Up 100 basis points |
$ |
118,633 |
|
|
$ |
55,945 |
|
|
$ |
62,688 |
|
|
|
|
|
|
|
| Down 100 basis points |
$ |
(118,633) |
|
|
$ |
(55,945) |
|
|
$ |
(62,688) |
|
| Down 200 basis points |
$ |
(237,215) |
|
|
$ |
(111,890) |
|
|
$ |
(125,325) |
|
| Down 300 basis points |
$ |
(352,874) |
|
|
$ |
(167,835) |
|
|
$ |
(185,039) |
|
(1)Includes the impact of our interest rate swaps as a result of interest rate changes.
(2)Excludes the impact of income based fees. See “Note 3 — Agreements and Related Party Transactions” to our consolidated financial statements included in this Annual Report for more information on the income based fees.
We may hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options, and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates.
Currency Risk
From time to time, we may make investments that are denominated in a foreign currency, borrow in certain foreign currencies under our credit facilities or issue notes in certain foreign currencies. These investments, borrowings and issuances are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts or cross currency swaps to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. Instead of entering into a foreign currency forward contract in connection with loans or other investments denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan, or investment. To the extent the loan, issuance or investment is based on a floating rate other than a rate under which we can borrow under our credit facilities, we may utilize interest rate derivatives to hedge our exposure to changes in the associated rate.
Credit Risk
We generally endeavor to minimize our risk of exposure by limiting to reputable financial institutions the counterparties with which we enter into financial transactions. As of December 31, 2025 and December 31, 2024, we held the majority of our cash balances with a single highly rated money center bank and such balances are in excess of Federal Deposit Insurance Corporation insured limits. We seek to mitigate this exposure by monitoring the credit standing of these financial institutions.
Inflation Risk
Inflation is likely to continue in the near to medium-term, particularly in the United States, with the possibility that monetary policy may continue to tighten in response. Persistent inflationary pressures could affect our portfolio companies’ profit margins.
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Blue Owl Technology Finance Corp.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of Blue Owl Technology Finance Corp. and subsidiaries (the Company), including the consolidated schedules of investments, as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Such procedures also included confirmation of securities owned as of December 31, 2025 and 2024, by correspondence with the custodian, broker, agent banks, or portfolio companies; when replies were not received, we performed other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of Fair Value of Investments
As discussed in Notes 2 and 6 to the consolidated financial statements, the Company determines fair value for investments that are not publicly traded or for which there is no readily determinable market value by using unobservable inputs and assumptions. As of December 31, 2025, the fair value of such investments (“Level 3 investments”) was $13.6 billion.
We identified the assessment of the fair value measurement of substantially all of the Level 3 investments as a critical audit matter. Subjective auditor judgment was required to evaluate these fair value measurements as they involved a high degree of measurement uncertainty. Specifically, the assessment of these fair value measurements encompassed the evaluation of assumptions related to market yields for similar investments and risk profiles used in yield analyses for debt and other interest-bearing investments and comparable financial performance multiples used in determining enterprise values for equity investments.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the fair value measurement process, including controls related to the development of the market yields and financial performance multiples assumptions used in the Company’s fair value measurements. We evaluated the Company’s ability to estimate fair value by comparing a selection of prior period fair values to the prices of transactions occurring subsequent to the prior period fair value measurement date. We evaluated the Company’s market yields used to measure the fair value of its Level 3 investments by comparing such yields for a selection of investments to third-party market and industry data. We involved valuation professionals with specialized skills and knowledge who assisted in evaluating the reasonableness of the fair value measurement for a selection of Level 3 investments by:
•developing an independent estimate of the fair value using independent market yields and financial performance multiples that were developed using relevant market and portfolio company financial information
•comparing the results of our independent estimate of fair value to the Company’s fair value measurement.
/s/ KPMG LLP
We have served as the Company’s auditor since 2021.
New York, New York
February 18, 2026
Blue Owl Technology Finance Corp.
Consolidated Statements of Assets and Liabilities
(Amounts in thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
| Assets |
|
|
|
| Investments at fair value |
|
|
|
Non-controlled, non-affiliated investments (amortized cost of $13,262,010 and $5,921,172, respectively) |
$ |
13,363,077 |
|
|
$ |
5,892,773 |
|
Non-controlled, affiliated investments (amortized cost of $736,415 and $435,706, respectively) |
692,202 |
|
|
407,303 |
|
Controlled, affiliated investments (amortized cost of $128,788 and $76,243, respectively) |
230,760 |
|
|
107,390 |
|
Total investments at fair value (amortized cost of $14,127,213 and $6,433,121, respectively) |
14,286,039 |
|
|
6,407,466 |
|
Cash (restricted cash of $— and $—, respectively) |
282,257 |
|
|
252,964 |
|
Foreign cash (cost of $709 and $4,040, respectively) |
667 |
|
|
4,036 |
|
| Interest receivable |
83,013 |
|
|
45,838 |
|
| Dividend income receivable |
6,260 |
|
|
1,929 |
|
|
|
|
|
|
|
|
|
| Prepaid expenses and other assets |
56,775 |
|
|
10,388 |
|
| Total Assets |
$ |
14,715,011 |
|
|
$ |
6,722,621 |
|
| Liabilities |
|
|
|
Debt (net of unamortized debt issuance costs of $84,123 and $37,495, respectively) |
$ |
6,288,200 |
|
|
$ |
2,914,509 |
|
| Management fee payable |
48,556 |
|
|
14,687 |
|
| Distribution payable |
185,749 |
|
|
70,998 |
|
| Incentive fee payable |
68,085 |
|
|
11,133 |
|
| Payables to affiliates |
64 |
|
|
1,903 |
|
| Payable for investments purchased |
3,006 |
|
|
52,796 |
|
| Accrued expenses and other liabilities |
79,753 |
|
|
31,445 |
|
| Total Liabilities |
$ |
6,673,413 |
|
|
$ |
3,097,471 |
|
| Commitments and contingencies (Note 8) |
|
|
|
| Net Assets |
|
|
|
Common shares $0.01 par value, 1,000,000,000 shares authorized; 464,047,623 and 212,155,118 shares issued and outstanding, respectively |
$ |
4,640 |
|
|
$ |
2,122 |
|
| Additional paid-in-capital |
7,573,712 |
|
|
3,352,211 |
|
| Total accumulated undistributed earnings |
463,246 |
|
|
270,817 |
|
| Total Net Assets |
8,041,598 |
|
|
3,625,150 |
|
| Total Liabilities and Net Assets |
$ |
14,715,011 |
|
|
$ |
6,722,621 |
|
| Net Asset Value Per Share |
$ |
17.33 |
|
|
$ |
17.09 |
|
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Technology Finance Corp.
Consolidated Statements of Operations
(Amounts in thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
|
|
2025 |
|
2024 |
|
2023 |
| Investment Income |
|
|
|
|
|
|
|
|
|
| Investment income from non-controlled, non-affiliated investments: |
|
|
|
|
|
|
|
|
|
| Interest income |
|
|
|
|
$ |
934,059 |
|
|
$ |
521,185 |
|
|
$ |
527,597 |
|
| Payment-in-kind interest income |
|
|
|
|
89,552 |
|
|
104,904 |
|
|
112,991 |
|
| Dividend income |
|
|
|
|
539 |
|
|
1,627 |
|
|
1,692 |
|
| Payment-in-kind dividend income |
|
|
|
|
53,870 |
|
|
28,667 |
|
|
24,671 |
|
| Other income |
|
|
|
|
20,843 |
|
|
6,370 |
|
|
4,590 |
|
| Total investment income from non-controlled, non-affiliated investments |
|
|
|
|
1,098,863 |
|
|
662,753 |
|
|
671,541 |
|
| Investment income from non-controlled, affiliated investments: |
|
|
|
|
|
|
|
|
|
| Interest income |
|
|
|
|
5,321 |
|
|
921 |
|
|
— |
|
| Payment-in-kind interest income |
|
|
|
|
3,274 |
|
|
1,528 |
|
|
— |
|
| Dividend income |
|
|
|
|
23,765 |
|
|
7,060 |
|
|
1,553 |
|
| Payment-in-kind dividend income |
|
|
|
|
12,787 |
|
|
11,703 |
|
|
10,720 |
|
| Other income |
|
|
|
|
94 |
|
|
42 |
|
|
— |
|
| Total investment income from non-controlled, affiliated investments |
|
|
|
|
45,241 |
|
|
21,254 |
|
|
12,273 |
|
| Investment income from controlled, affiliated investments: |
|
|
|
|
|
|
|
|
|
| Dividend income |
|
|
|
|
1,345 |
|
|
27 |
|
|
— |
|
| Total investment income from controlled, affiliated investments |
|
|
|
|
1,345 |
|
|
27 |
|
|
— |
|
| Total Investment Income |
|
|
|
|
1,145,449 |
|
|
684,034 |
|
|
683,814 |
|
| Expenses |
|
|
|
|
|
|
|
|
|
| Interest expense |
|
|
|
|
$ |
321,492 |
|
|
$ |
192,739 |
|
|
$ |
195,527 |
|
Management fees, net(1) |
|
|
|
|
144,941 |
|
|
56,705 |
|
|
58,353 |
|
| Performance based incentive fees |
|
|
|
|
93,377 |
|
|
40,961 |
|
|
40,716 |
|
| Capital gains incentive fees |
|
|
|
|
37,529 |
|
|
(5,487) |
|
|
299 |
|
| Professional fees |
|
|
|
|
12,071 |
|
|
6,496 |
|
|
8,168 |
|
| Listing advisory fees (net of Adviser reimbursement) |
|
|
|
|
4,821 |
|
|
— |
|
|
— |
|
| Directors' fees |
|
|
|
|
1,091 |
|
|
1,034 |
|
|
1,031 |
|
|
|
|
|
|
|
|
|
|
|
| Other general and administrative |
|
|
|
|
10,557 |
|
|
5,981 |
|
|
4,441 |
|
| Total Expenses |
|
|
|
|
625,879 |
|
|
298,429 |
|
|
308,535 |
|
| Net Investment Income (Loss) Before Taxes |
|
|
|
|
519,570 |
|
|
385,605 |
|
|
375,279 |
|
| Income tax expense (benefit), including excise tax expense (benefit) |
|
|
|
|
7,489 |
|
|
11,463 |
|
|
9,129 |
|
| Net Investment Income (Loss) After Taxes |
|
|
|
|
512,081 |
|
|
374,142 |
|
|
366,150 |
|
| Net Change in Unrealized Gain (Loss) |
|
|
|
|
|
|
|
|
|
| Non-controlled, non-affiliated investments |
|
|
|
|
$ |
91,204 |
|
|
$ |
15,635 |
|
|
$ |
13,730 |
|
| Non-controlled, affiliated investments |
|
|
|
|
(15,810) |
|
|
(3,905) |
|
|
(20,376) |
|
| Controlled, affiliated investments |
|
|
|
|
70,824 |
|
|
39,900 |
|
|
(11) |
|
| Translation of assets and liabilities in foreign currencies and other transactions |
|
|
|
|
29,693 |
|
|
(263) |
|
|
3,126 |
|
| Income tax (provision) benefit |
|
|
|
|
(702) |
|
|
(3) |
|
|
— |
|
| Total Net Change in Unrealized Gain (Loss) |
|
|
|
|
175,209 |
|
|
51,364 |
|
|
(3,531) |
|
| Net Realized Gain (Loss): |
|
|
|
|
|
|
|
|
|
| Non-controlled, non-affiliated investments |
|
|
|
|
$ |
(12,274) |
|
|
$ |
(88,542) |
|
|
$ |
8,207 |
|
| Non-controlled, affiliated investments |
|
|
|
|
66,834 |
|
|
(15,696) |
|
|
— |
|
| Foreign currency transactions |
|
|
|
|
(21,479) |
|
|
(2,043) |
|
|
(1,687) |
|
| Total Net Realized Gain (Loss) |
|
|
|
|
33,081 |
|
|
(106,281) |
|
|
6,520 |
|
| Total Net Realized and Change in Unrealized Gain (Loss) |
|
|
|
|
208,290 |
|
|
(54,917) |
|
|
2,989 |
|
Blue Owl Technology Finance Corp.
Consolidated Statements of Operations
(Amounts in thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Increase (Decrease) in Net Assets Resulting from Operations |
|
|
|
|
$ |
720,371 |
|
|
$ |
319,225 |
|
|
$ |
369,139 |
|
| Earnings (Loss) Per Share - Basic and Diluted |
|
|
|
|
$ |
1.76 |
|
|
$ |
1.52 |
|
|
$ |
1.80 |
|
| Weighted Average Shares Outstanding - Basic and Diluted |
|
|
|
|
409,416,223 |
|
|
209,770,414 |
|
|
205,005,236 |
|
(1)Refer to “Note 3 — Agreements and Related Party Transactions” for additional details on management fee waiver.
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
| Company(1)(25) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(27) |
|
Fair Value |
|
% of Net Assets |
| Non-controlled/non-affiliated portfolio company investments |
|
|
|
|
|
|
|
|
| Debt Investments(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Jeppesen Holdings, LLC(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
10/2032 |
|
$ |
44,089 |
|
|
$ |
43,758 |
|
|
$ |
43,758 |
|
|
|
| ManTech International Corporation(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
9/2029 |
|
75,738 |
|
|
75,786 |
|
|
75,738 |
|
|
|
| Peraton Corp.(3)(9) |
|
Second lien senior secured loan |
|
S+ |
7.75% |
|
2/2029 |
|
84,551 |
|
|
83,925 |
|
|
66,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
203,469 |
|
|
185,708 |
|
|
2.3 |
% |
| Airlines |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accommodations Plus Technologies LLC(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
5/2032 |
|
48,844 |
|
|
48,379 |
|
|
48,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,379 |
|
|
48,112 |
|
|
0.6 |
% |
| Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AI Titan Parent, Inc. (dba Prometheus Group)(3)(4)(8)(22) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
8/2031 |
|
52,447 |
|
|
51,959 |
|
|
51,884 |
|
|
|
| AlphaSense, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
6.25% |
|
6/2029 |
|
59,360 |
|
|
58,953 |
|
|
59,212 |
|
|
|
| Anaplan, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
6/2029 |
|
123,741 |
|
|
123,741 |
|
|
123,741 |
|
|
|
| Armstrong Bidco Limited(3)(4)(19)(31) |
|
First lien senior secured GBP term loan |
|
SA+ |
5.25% |
|
6/2029 |
|
£ |
16,173 |
|
|
20,205 |
|
|
21,645 |
|
|
|
| Arrow Borrower 2025, Inc. (dba AvidXchange)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.25% |
|
10/2032 |
|
36,960 |
|
|
36,779 |
|
|
36,775 |
|
|
|
| Artifact Bidco, Inc. (dba Avetta)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.15% |
|
7/2031 |
|
34,579 |
|
|
34,437 |
|
|
34,579 |
|
|
|
| Boxer Parent Company Inc. (f/k/a BMC)(3)(9) |
|
First lien senior secured loan |
|
S+ |
3.00% |
|
7/2031 |
|
29,775 |
|
|
29,523 |
|
|
29,674 |
|
|
|
| BusinessSolver.com, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
12/2032 |
|
84,467 |
|
|
84,048 |
|
|
84,045 |
|
|
|
| CALABRIO, INC.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.00% |
|
11/2032 |
|
10,000 |
|
|
9,505 |
|
|
9,500 |
|
|
|
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(3)(4)(9)(22) |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
8/2027 |
|
76,468 |
|
|
75,836 |
|
|
74,819 |
|
|
|
| CivicPlus, LLC(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
3.25% |
2.75% |
8/2030 |
|
92,655 |
|
|
92,235 |
|
|
92,655 |
|
|
|
| CivicPlus, LLC(3)(4)(9)(22) |
|
First lien senior secured delayed draw term loan |
|
S+ |
5.50% |
|
8/2030 |
|
12,669 |
|
|
12,606 |
|
|
12,669 |
|
|
|
| Coupa Holdings, LLC(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
2/2030 |
|
84,313 |
|
|
84,371 |
|
|
84,313 |
|
|
|
| CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC)(3)(4)(10) |
|
Unsecured notes |
|
S+ |
|
11.75% |
6/2034 |
|
28,682 |
|
|
28,441 |
|
|
28,682 |
|
|
|
| Einstein Parent, Inc. (dba Smartsheet)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
6.50% |
|
1/2031 |
|
105,186 |
|
|
104,237 |
|
|
104,397 |
|
|
|
| Gainsight, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.75% |
|
7/2027 |
|
67,754 |
|
|
67,462 |
|
|
67,754 |
|
|
|
| Granicus, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
3.50% |
2.00% |
1/2031 |
|
3,972 |
|
|
3,958 |
|
|
3,972 |
|
|
|
| Granicus, Inc.(3)(4)(9) |
|
First lien senior secured delayed draw term loan |
|
S+ |
3.00% |
2.00% |
1/2031 |
|
588 |
|
|
584 |
|
|
587 |
|
|
|
| GS Acquisitionco, Inc. (dba insightsoftware)(3)(4)(9)(22) |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
5/2028 |
|
54,329 |
|
|
54,265 |
|
|
53,747 |
|
|
|
| Gusto, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
11/2030 |
|
46,280 |
|
|
46,111 |
|
|
46,107 |
|
|
|
| Infobip Inc.(3)(4)(9)(31) |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
6/2029 |
|
67,366 |
|
|
66,478 |
|
|
66,692 |
|
|
|
| JS Parent, Inc. (dba Jama Software)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
4/2031 |
|
27,011 |
|
|
26,964 |
|
|
27,011 |
|
|
|
| Lighthouse Buyer, Inc. (dba Harbor Compliance)(3)(4)(11)(22) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
12/2031 |
|
16,986 |
|
|
16,795 |
|
|
16,794 |
|
|
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
| Company(1)(25) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(27) |
|
Fair Value |
|
% of Net Assets |
| Magnet Forensics, LLC (f/k/a Grayshift, LLC)(3)(4)(8)(31) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
7/2028 |
|
175,008 |
|
|
175,081 |
|
|
175,008 |
|
|
|
| Ministry Brands Holdings, LLC(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
12/2028 |
|
8,140 |
|
|
8,059 |
|
|
8,079 |
|
|
|
| Ministry Brands Holdings, LLC(3)(4)(12)(22) |
|
First lien senior secured revolving loan |
|
S+ |
4.50% |
|
12/2027 |
|
61 |
|
|
57 |
|
|
56 |
|
|
|
| Simpler Postage, Inc. (dba Easypost)(3)(4)(8)(22) |
|
First lien senior secured loan |
|
S+ |
8.00% |
|
6/2029 |
|
65,114 |
|
|
62,838 |
|
|
61,381 |
|
|
|
| Tamarack Intermediate, L.L.C. (dba Verisk 3E)(3)(4)(9)(22) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
3/2029 |
|
12,927 |
|
|
12,799 |
|
|
12,927 |
|
|
|
| VCI Asset Holdings 1 LLC(3)(4)(6)(31) |
|
First lien senior secured loan |
|
N/A |
10.00% |
|
11/2030 |
|
123,409 |
|
|
122,198 |
|
|
122,175 |
|
|
|
| Velocity HoldCo III Inc. (dba VelocityEHS)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
5/2029 |
|
71,497 |
|
|
71,490 |
|
|
71,497 |
|
|
|
| XPLOR T1, LLC(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
3.50% |
|
12/2032 |
|
18,354 |
|
|
18,262 |
|
|
18,354 |
|
|
|
| Zendesk, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
11/2028 |
|
168,713 |
|
|
167,768 |
|
|
168,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,768,045 |
|
|
1,769,444 |
|
|
22.0 |
% |
| Banks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Finastra USA, Inc.(3)(4)(9)(31) |
|
First lien senior secured loan |
|
S+ |
7.25% |
|
9/2029 |
|
42,236 |
|
|
42,153 |
|
|
42,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,153 |
|
|
42,553 |
|
|
0.5 |
% |
| Beverages |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
6.25% |
|
3/2027 |
|
1,909 |
|
|
1,891 |
|
|
1,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,891 |
|
|
1,904 |
|
|
— |
% |
| Building Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EET Buyer, Inc. (dba e-Emphasys)(3)(4)(9)(22) |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
11/2027 |
|
74,848 |
|
|
74,584 |
|
|
74,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,584 |
|
|
74,848 |
|
|
0.9 |
% |
| Buildings & Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Associations, Inc.(3)(4)(9)(22) |
|
First lien senior secured loan |
|
S+ |
6.50% |
|
7/2028 |
|
137,330 |
|
|
137,223 |
|
|
137,330 |
|
|
|
| Associations Finance, Inc.(3)(4)(6) |
|
Unsecured notes |
|
N/A |
|
14.25% |
5/2030 |
|
45,790 |
|
|
45,689 |
|
|
45,790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
182,912 |
|
|
183,120 |
|
|
2.3 |
% |
| Capital Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CCM Midco, LLC (f/k/a Cresset Capital Management, LLC)(3)(4)(8)(22) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
6/2030 |
|
19,829 |
|
|
19,652 |
|
|
19,829 |
|
|
|
| Denali Intermediate Holdings, Inc. (dba Dun & Bradstreet)(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
8/2032 |
|
86,364 |
|
|
85,115 |
|
|
85,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,767 |
|
|
104,897 |
|
|
1.3 |
% |
| Commercial Services & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sentinel Buyer Corp. (dba SimpliSafe)(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
11/2032 |
|
23,856 |
|
|
23,621 |
|
|
23,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,621 |
|
|
23,618 |
|
|
0.3 |
% |
| Construction & Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dodge Construction Network LLC(3)(9) |
|
First lien senior secured loan |
|
S+ |
6.25% |
|
1/2029 |
|
4,352 |
|
|
4,282 |
|
|
4,363 |
|
|
|
| Dodge Construction Network LLC(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
2/2029 |
|
6,035 |
|
|
5,018 |
|
|
4,797 |
|
|
|
| Pike Corp.(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
12/2032 |
|
25,691 |
|
|
25,564 |
|
|
25,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,864 |
|
|
34,723 |
|
|
0.4 |
% |
| Consumer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Klarna Holding AB(3)(4)(9)(31) |
|
Subordinated Floating Rate Notes |
|
S+ |
7.00% |
|
4/2034 |
|
65,334 |
|
|
65,358 |
|
|
65,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,358 |
|
|
65,334 |
|
|
0.8 |
% |
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
| Company(1)(25) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(27) |
|
Fair Value |
|
% of Net Assets |
| Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Eagan Parent, Inc. (dba Elite)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.25% |
|
9/2032 |
|
23,675 |
|
|
23,560 |
|
|
23,556 |
|
|
|
| Icefall Parent, Inc. (dba EngageSmart)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
1/2030 |
|
30,068 |
|
|
30,068 |
|
|
30,068 |
|
|
|
| Litera Bidco LLC(3)(4)(8)(22) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
5/2028 |
|
187,762 |
|
|
187,235 |
|
|
187,762 |
|
|
|
| Relativity ODA LLC(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
5/2029 |
|
137,241 |
|
|
136,886 |
|
|
137,241 |
|
|
|
| Themis Solutions Inc. (dba Clio)(3)(4)(8)(31) |
|
First lien senior secured loan |
|
S+ |
1.75% |
3.75% |
10/2032 |
|
80,606 |
|
|
79,822 |
|
|
79,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
457,571 |
|
|
458,427 |
|
|
5.7 |
% |
| Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Blackhawk Network Holdings, Inc.(3)(9) |
|
First lien senior secured loan |
|
S+ |
4.00% |
|
3/2029 |
|
89,496 |
|
|
89,464 |
|
|
89,836 |
|
|
|
| BTRS Holdings Inc. (dba Billtrust)(3)(4)(9)(22) |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
12/2028 |
|
150,601 |
|
|
150,344 |
|
|
150,601 |
|
|
|
| Computer Services, Inc. (dba CSI)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
11/2031 |
|
229,153 |
|
|
228,937 |
|
|
229,153 |
|
|
|
| Deerfield Dakota Holdings(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
3.00% |
2.75% |
9/2032 |
|
127,462 |
|
|
126,851 |
|
|
126,825 |
|
|
|
| Hg Genesis 8 Sumoco Limited(3)(4)(19)(31) |
|
Unsecured facility |
|
SA+ |
7.50% |
|
9/2027 |
|
£ |
13,504 |
|
|
17,026 |
|
|
18,164 |
|
|
|
| Hg Genesis 9 SumoCo Limited(3)(4)(14)(31) |
|
Unsecured facility |
|
E+ |
|
6.25% |
3/2029 |
|
€ |
58,971 |
|
|
64,063 |
|
|
69,258 |
|
|
|
| Hg Saturn Luchaco Limited(3)(4)(19)(31) |
|
Unsecured facility |
|
SA+ |
|
8.25% |
3/2027 |
|
£ |
43,398 |
|
|
55,360 |
|
|
58,373 |
|
|
|
| Minotaur Acquisition, Inc. (dba Inspira Financial)(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
6/2030 |
|
186,614 |
|
|
185,817 |
|
|
186,614 |
|
|
|
| ML Holdco, Inc. (dba Meridian Link)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
10/2032 |
|
106,139 |
|
|
105,622 |
|
|
105,608 |
|
|
|
| NMI Acquisitionco, Inc. (dba Network Merchants)(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
9/2028 |
|
24,106 |
|
|
24,079 |
|
|
24,106 |
|
|
|
| Smarsh Inc.(3)(4)(9)(22) |
|
First lien senior secured revolving loan |
|
S+ |
4.75% |
|
2/2029 |
|
90,327 |
|
|
90,041 |
|
|
89,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,137,604 |
|
|
1,148,387 |
|
|
14.3 |
% |
| Diversified Support Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CoreTrust Purchasing Group LLC(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
10/2029 |
|
34,488 |
|
|
34,508 |
|
|
34,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,508 |
|
|
34,488 |
|
|
0.4 |
% |
| Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aerosmith Bidco 1 Limited (dba Audiotonix)(3)(4)(9)(31) |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
7/2031 |
|
197,055 |
|
|
196,059 |
|
|
197,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
196,059 |
|
|
197,055 |
|
|
2.5 |
% |
| Equity Real Estate Investment Trusts (REITs) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Storable, Inc.(3)(8) |
|
First lien senior secured loan |
|
S+ |
3.25% |
|
4/2031 |
|
9,926 |
|
|
9,894 |
|
|
9,964 |
|
|
|
| Storable Intermediate Holdings, LLC(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
|
6.00% |
4/2032 |
|
109,040 |
|
|
108,562 |
|
|
109,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
118,456 |
|
|
119,004 |
|
|
1.5 |
% |
| Food & Staples Retailing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.))(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
4.25% |
|
12/2029 |
|
187,088 |
|
|
187,024 |
|
|
187,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
187,024 |
|
|
187,088 |
|
|
2.3 |
% |
| Health Care Equipment & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cambrex Corporation(3)(4)(8)(22) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
3/2032 |
|
39,261 |
|
|
38,872 |
|
|
39,261 |
|
|
|
| Packaging Coordinators Midco, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
10/2032 |
|
145,305 |
|
|
143,580 |
|
|
144,579 |
|
|
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
| Company(1)(25) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(27) |
|
Fair Value |
|
% of Net Assets |
| Packaging Coordinators Midco, Inc.(3)(4)(9)(22) |
|
First lien senior secured delayed draw term loan |
|
S+ |
4.50% |
|
1/2032 |
|
795 |
|
|
776 |
|
|
791 |
|
|
|
| Packaging Coordinators Midco, Inc.(3)(4)(19) |
|
First lien senior secured delayed draw term loan |
|
S+ |
4.75% |
|
10/2032 |
|
16,752 |
|
|
16,367 |
|
|
16,668 |
|
|
|
| PerkinElmer U.S. LLC(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
3/2029 |
|
75,065 |
|
|
74,616 |
|
|
75,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
274,211 |
|
|
276,364 |
|
|
3.4 |
% |
| Health Care Providers & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bristol Hospice L.L.C.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
8/2032 |
|
18,258 |
|
|
18,168 |
|
|
18,258 |
|
|
|
| Covetrus, Inc.(3)(4)(9) |
|
Second lien senior secured loan |
|
S+ |
9.25% |
|
10/2030 |
|
75,000 |
|
|
73,534 |
|
|
72,563 |
|
|
|
| Engage Debtco Limited(3)(4)(9)(31) |
|
First lien senior secured loan |
|
S+ |
3.18% |
2.75% |
7/2029 |
|
16,048 |
|
|
15,724 |
|
|
15,205 |
|
|
|
| Engage Debtco Limited(3)(4)(9)(31) |
|
First lien senior secured delayed draw term loan |
|
S+ |
3.08% |
2.75% |
7/2029 |
|
5,210 |
|
|
5,109 |
|
|
4,937 |
|
|
|
| EresearchTechnology, Inc. (dba Clario)(3)(4)(8)(22) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
1/2032 |
|
79,855 |
|
|
79,095 |
|
|
79,855 |
|
|
|
| KWOL Acquisition, Inc. (dba Worldwide Clinical Trials)(3)(4)(8)(22) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
12/2029 |
|
88,879 |
|
|
88,274 |
|
|
88,656 |
|
|
|
| Natural Partners, LLC(3)(4)(9)(31) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
11/2030 |
|
21,882 |
|
|
21,802 |
|
|
21,882 |
|
|
|
| OneOncology, LLC(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
6/2030 |
|
50,641 |
|
|
50,365 |
|
|
50,641 |
|
|
|
| OneOncology, LLC(3)(4)(9) |
|
First lien senior secured delayed draw term loan |
|
S+ |
5.00% |
|
6/2030 |
|
13,757 |
|
|
13,727 |
|
|
13,757 |
|
|
|
| OneOncology, LLC(3)(4)(9)(22) |
|
First lien senior secured delayed draw term loan |
|
S+ |
4.50% |
|
6/2030 |
|
5,735 |
|
|
5,655 |
|
|
5,652 |
|
|
|
| PetVet Care Centers, LLC(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
6.00% |
|
11/2030 |
|
76,930 |
|
|
74,767 |
|
|
69,237 |
|
|
|
| PetVet Care Centers, LLC(3)(4)(8)(22) |
|
First lien senior secured revolving loan |
|
S+ |
6.00% |
|
11/2029 |
|
1,075 |
|
|
809 |
|
|
— |
|
|
|
| Valeris, Inc. (fka Phantom Purchaser, Inc.)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
9/2031 |
|
8,820 |
|
|
8,806 |
|
|
8,820 |
|
|
|
| Valeris, Inc. (fka Phantom Purchaser, Inc.)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
9/2031 |
|
15,122 |
|
|
14,981 |
|
|
15,084 |
|
|
|
| Vermont Aus Pty Ltd(3)(4)(17)(31) |
|
First lien senior secured AUD term loan |
|
BBSY+ |
4.50% |
|
3/2028 |
|
A$ |
12,841 |
|
|
8,480 |
|
|
8,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
479,296 |
|
|
473,110 |
|
|
5.9 |
% |
| Health Care Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Athenahealth Group Inc.(3)(8) |
|
First lien senior secured loan |
|
S+ |
2.75% |
|
2/2029 |
|
3,458 |
|
|
3,425 |
|
|
3,462 |
|
|
|
| BCPE Osprey Buyer, Inc. (dba PartsSource)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.75% |
|
8/2028 |
|
112,966 |
|
|
112,138 |
|
|
111,836 |
|
|
|
| BCPE Osprey Buyer, Inc. (dba PartsSource)(3)(4)(8)(22) |
|
First lien senior secured revolving loan |
|
S+ |
5.75% |
|
8/2026 |
|
10,193 |
|
|
10,166 |
|
|
10,071 |
|
|
|
| BCPE Osprey Buyer, Inc. (dba PartsSource)(3)(4)(8) |
|
First lien senior secured delayed draw term loan |
|
S+ |
5.75% |
|
8/2028 |
|
24,701 |
|
|
24,464 |
|
|
24,455 |
|
|
|
| Color Intermediate, LLC (dba ClaimsXten)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
10/2029 |
|
47,428 |
|
|
47,460 |
|
|
47,309 |
|
|
|
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant)(3)(4)(8)(22) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
8/2031 |
|
157,173 |
|
|
156,961 |
|
|
157,173 |
|
|
|
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant)(3)(4)(8)(22) |
|
First lien senior secured delayed draw term loan |
|
S+ |
4.75% |
|
8/2031 |
|
41,781 |
|
|
41,551 |
|
|
41,572 |
|
|
|
| GI Ranger Intermediate, LLC (dba Rectangle Health)(3)(4)(9)(22) |
|
First lien senior secured revolving loan |
|
S+ |
6.00% |
|
10/2027 |
|
295 |
|
|
281 |
|
|
229 |
|
|
|
| GI Ranger Intermediate, LLC (dba Rectangle Health)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
6.00% |
|
10/2028 |
|
26,677 |
|
|
26,410 |
|
|
25,877 |
|
|
|
| Greenway Health, LLC(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
6.75% |
|
4/2029 |
|
18,718 |
|
|
18,496 |
|
|
18,437 |
|
|
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
| Company(1)(25) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(27) |
|
Fair Value |
|
% of Net Assets |
| Himalaya Topco LLC (dba HealthEdge)(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
2.75% |
2.25% |
6/2032 |
|
94,390 |
|
|
93,487 |
|
|
93,446 |
|
|
|
| Hyland Software, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
9/2030 |
|
148,299 |
|
|
148,345 |
|
|
148,299 |
|
|
|
| Indikami Bidco, LLC (dba IntegriChain)(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
4.00% |
2.50% |
12/2030 |
|
136,382 |
|
|
134,721 |
|
|
133,655 |
|
|
|
| Indikami Bidco, LLC (dba IntegriChain)(3)(4)(8) |
|
First lien senior secured delayed draw term loan |
|
S+ |
6.00% |
|
12/2030 |
|
2,085 |
|
|
2,084 |
|
|
2,044 |
|
|
|
| Indikami Bidco, LLC (dba IntegriChain)(3)(4)(8)(22) |
|
First lien senior secured revolving loan |
|
S+ |
6.00% |
|
6/2030 |
|
9,906 |
|
|
9,756 |
|
|
9,645 |
|
|
|
| Inovalon Holdings, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
2.75% |
2.75% |
11/2028 |
|
193,192 |
|
|
192,951 |
|
|
189,328 |
|
|
|
| Inovalon Holdings, Inc.(3)(4)(9) |
|
Second lien senior secured loan |
|
S+ |
|
8.50% |
11/2033 |
|
77,128 |
|
|
77,128 |
|
|
70,958 |
|
|
|
| Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(3)(4)(9)(31) |
|
First lien senior secured loan |
|
S+ |
6.50% |
|
8/2026 |
|
163,146 |
|
|
162,864 |
|
|
163,146 |
|
|
|
| Interoperability Bidco, Inc. (dba Lyniate)(3)(4)(9)(22) |
|
First lien senior secured loan |
|
S+ |
5.75% |
|
3/2028 |
|
116,636 |
|
|
116,035 |
|
|
116,016 |
|
|
|
| Modernizing Medicine, Inc. (dba ModMed)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
2.50% |
2.25% |
4/2032 |
|
147,286 |
|
|
145,946 |
|
|
146,550 |
|
|
|
| Neptune Holdings, Inc. (dba NexTech)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
8/2030 |
|
10,809 |
|
|
10,795 |
|
|
10,782 |
|
|
|
| RL Datix Holdings (USA), Inc.(3)(4)(10) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
4/2031 |
|
104,855 |
|
|
104,856 |
|
|
104,855 |
|
|
|
| RL Datix Holdings (USA), Inc.(3)(4)(19) |
|
First lien senior secured GBP term loan |
|
SA+ |
5.00% |
|
4/2031 |
|
£ |
48,557 |
|
|
65,531 |
|
|
65,312 |
|
|
|
| Salinger Bidco Inc. (dba Surgical Information Systems)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.75% |
|
8/2031 |
|
94,453 |
|
|
94,319 |
|
|
94,453 |
|
|
|
| Salinger Bidco Inc. (dba Surgical Information Systems)(3)(4)(9)(22) |
|
First lien senior secured revolving loan |
|
S+ |
5.75% |
|
5/2031 |
|
762 |
|
|
745 |
|
|
762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,800,915 |
|
|
1,789,672 |
|
|
22.3 |
% |
| Hotels, Restaurants & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| MINDBODY, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
6.00% |
|
9/2027 |
|
72,962 |
|
|
72,816 |
|
|
72,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,816 |
|
|
72,962 |
|
|
0.9 |
% |
| Household Durables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCTO BSI Buyer, Inc. (dba Buildertrend)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
6.50% |
|
12/2028 |
|
83,345 |
|
|
83,166 |
|
|
83,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,166 |
|
|
83,345 |
|
|
1.0 |
% |
| Industrial Conglomerates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aptean Acquiror, Inc. (dba Aptean)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
1/2031 |
|
16,776 |
|
|
16,704 |
|
|
16,776 |
|
|
|
| Aptean Acquiror, Inc. (dba Aptean)(3)(4)(8)(22) |
|
First lien senior secured revolving loan |
|
S+ |
4.65% |
|
1/2031 |
|
272 |
|
|
269 |
|
|
272 |
|
|
|
| QAD, Inc.(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
11/2027 |
|
87,260 |
|
|
87,260 |
|
|
87,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,233 |
|
|
104,308 |
|
|
1.3 |
% |
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AmeriLife Holdings LLC(3)(4)(9)(22) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
8/2029 |
|
45,716 |
|
|
45,539 |
|
|
45,486 |
|
|
|
| AmeriLife Holdings LLC(3)(4)(9)(22) |
|
First lien senior secured revolving loan |
|
S+ |
5.00% |
|
8/2028 |
|
816 |
|
|
797 |
|
|
792 |
|
|
|
| Asurion, LLC(3)(8) |
|
First lien senior secured loan |
|
S+ |
4.25% |
|
8/2028 |
|
18,249 |
|
|
18,171 |
|
|
18,272 |
|
|
|
| Asurion, LLC(3)(8) |
|
Second lien senior secured loan |
|
S+ |
5.25% |
|
1/2028 |
|
10,833 |
|
|
10,741 |
|
|
10,781 |
|
|
|
| Diamond Insure Bidco (dba Acturis)(3)(4)(14)(31) |
|
First lien senior secured EUR term loan |
|
E+ |
3.75% |
|
7/2031 |
|
€ |
8,121 |
|
|
8,678 |
|
|
9,538 |
|
|
|
| Diamond Insure Bidco (dba Acturis)(3)(4)(19)(31) |
|
First lien senior secured GBP term loan |
|
SA+ |
4.00% |
|
7/2031 |
|
£ |
23,926 |
|
|
30,530 |
|
|
32,181 |
|
|
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
| Company(1)(25) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(27) |
|
Fair Value |
|
% of Net Assets |
| Galway Borrower LLC(3)(4)(9)(22) |
|
First lien senior secured delayed draw term loan |
|
S+ |
4.50% |
|
9/2028 |
|
351 |
|
|
350 |
|
|
351 |
|
|
|
| Integrity Marketing Acquisition, LLC(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
8/2028 |
|
90,977 |
|
|
90,778 |
|
|
90,977 |
|
|
|
| Iris Specialty Acquisition LLC (dba Integrated Specialty Coverages)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
11/2032 |
|
3,261 |
|
|
3,245 |
|
|
3,245 |
|
|
|
| One, Inc. Software Corporation(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
12/2032 |
|
144,280 |
|
|
143,565 |
|
|
143,559 |
|
|
|
| Simplicity Financial Marketing Group Holdings, Inc.(3)(4)(9)(22) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
12/2031 |
|
15,992 |
|
|
15,842 |
|
|
15,992 |
|
|
|
| Trucordia Insurance Holdings, LLC(3)(4)(8) |
|
Second lien senior secured loan |
|
S+ |
5.75% |
|
6/2033 |
|
60,500 |
|
|
59,919 |
|
|
60,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
428,155 |
|
|
431,523 |
|
|
5.4 |
% |
| Internet & Direct Marketing Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aurelia Netherlands B.V.(3)(4)(14)(31) |
|
First lien senior secured EUR term loan |
|
E+ |
4.75% |
|
5/2031 |
|
€ |
64,942 |
|
|
73,397 |
|
|
76,271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,397 |
|
|
76,271 |
|
|
0.9 |
% |
| IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Flexera Software LLC(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
8/2032 |
|
20,995 |
|
|
20,927 |
|
|
20,942 |
|
|
|
| Flexera Software LLC(3)(4)(13) |
|
First lien senior secured EUR term loan |
|
E+ |
4.50% |
|
8/2032 |
|
€ |
5,300 |
|
|
6,193 |
|
|
6,210 |
|
|
|
| Kaseya Inc.(3)(8) |
|
First lien senior secured loan |
|
S+ |
3.00% |
|
3/2032 |
|
69,475 |
|
|
69,196 |
|
|
69,482 |
|
|
|
| Kaseya Inc.(3)(8) |
|
Second lien senior secured loan |
|
S+ |
5.00% |
|
3/2033 |
|
19,884 |
|
|
19,813 |
|
|
19,417 |
|
|
|
| Severin Acquisition, LLC (dba PowerSchool)(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
2.50% |
2.25% |
10/2031 |
|
94,356 |
|
|
93,335 |
|
|
93,176 |
|
|
|
| Severin Acquisition, LLC (dba PowerSchool)(3)(4)(8)(22) |
|
First lien senior secured delayed draw term loan |
|
S+ |
4.75% |
|
10/2031 |
|
4,117 |
|
|
3,987 |
|
|
3,950 |
|
|
|
| Spaceship Purchaser, Inc. (dba Squarespace)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
3.75% |
|
10/2031 |
|
133,270 |
|
|
133,270 |
|
|
133,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
346,721 |
|
|
346,447 |
|
|
4.3 |
% |
| Life Sciences Tools & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bamboo US BidCo LLC(3)(4)(14) |
|
First lien senior secured EUR term loan |
|
E+ |
5.00% |
|
9/2030 |
|
€ |
15,539 |
|
|
16,720 |
|
|
18,250 |
|
|
|
| Bamboo US BidCo LLC(3)(4)(9) |
|
First lien senior secured delayed draw term loan |
|
S+ |
5.00% |
|
9/2030 |
|
32,217 |
|
|
32,194 |
|
|
32,217 |
|
|
|
| Bamboo US BidCo LLC(3)(4)(8)(22) |
|
First lien senior secured delayed draw term loan |
|
S+ |
5.06% |
|
9/2030 |
|
2,852 |
|
|
2,835 |
|
|
2,852 |
|
|
|
| Bracket Intermediate Holding Corp.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
10/2031 |
|
36,425 |
|
|
36,069 |
|
|
36,061 |
|
|
|
| Commander Buyer, Inc. (dba CenExel)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
6/2032 |
|
33,050 |
|
|
32,876 |
|
|
33,050 |
|
|
|
| Creek Parent, Inc. (dba Catalent)(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
12/2031 |
|
173,577 |
|
|
171,927 |
|
|
172,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
292,621 |
|
|
295,139 |
|
|
3.7 |
% |
| Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Monotype Imaging Holdings Inc.(3)(4)(8)(22) |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
2/2031 |
|
128,668 |
|
|
128,347 |
|
|
128,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128,347 |
|
|
128,668 |
|
|
1.6 |
% |
| Multiline Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PDI TA Holdings, Inc.(3)(4)(9)(22) |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
2/2031 |
|
28,693 |
|
|
28,396 |
|
|
28,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,396 |
|
|
28,326 |
|
|
0.4 |
% |
| Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
| Company(1)(25) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(27) |
|
Fair Value |
|
% of Net Assets |
| Foundation Consumer Brands, LLC(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
2/2029 |
|
20,983 |
|
|
20,896 |
|
|
20,878 |
|
|
|
| Pacific BidCo Inc.(3)(4)(10)(31) |
|
First lien senior secured delayed draw term loan |
|
S+ |
5.75% |
|
8/2029 |
|
10,149 |
|
|
9,987 |
|
|
10,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,883 |
|
|
31,002 |
|
|
0.4 |
% |
| Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCTO WIW Holdings, Inc. (dba When I Work)(3)(4)(6) |
|
Senior convertible notes |
|
N/A |
|
5.50% |
8/2030 |
|
4,740 |
|
|
4,694 |
|
|
4,694 |
|
|
|
| Certinia Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
8/2031 |
|
231,597 |
|
|
231,242 |
|
|
231,018 |
|
|
|
| CloudPay, Inc.(3)(4)(9)(31) |
|
First lien senior secured loan |
|
S+ |
7.50% |
|
7/2029 |
|
24,500 |
|
|
24,263 |
|
|
23,582 |
|
|
|
| Cornerstone OnDemand, Inc.(3)(4)(8) |
|
Second lien senior secured loan |
|
S+ |
6.50% |
|
10/2029 |
|
71,667 |
|
|
71,056 |
|
|
64,500 |
|
|
|
| Gerson Lehrman Group, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
12/2028 |
|
37,696 |
|
|
37,567 |
|
|
37,696 |
|
|
|
| Proofpoint, Inc.(3)(9) |
|
First lien senior secured loan |
|
S+ |
3.00% |
|
8/2028 |
|
3,135 |
|
|
3,127 |
|
|
3,148 |
|
|
|
| Proofpoint, Inc.(3)(4)(14) |
|
Second lien senior secured loan |
|
E+ |
5.75% |
|
12/2033 |
|
€ |
57,750 |
|
|
65,250 |
|
|
67,824 |
|
|
|
| Proofpoint, Inc.(3)(4)(9) |
|
Second lien senior secured loan |
|
S+ |
5.75% |
|
12/2033 |
|
66,014 |
|
|
65,354 |
|
|
66,014 |
|
|
|
| Sensor Technology Topco, Inc. (dba Humanetics)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
6.50% |
|
5/2028 |
|
67,228 |
|
|
67,246 |
|
|
67,228 |
|
|
|
| Sensor Technology Topco, Inc. (dba Humanetics)(3)(4)(14) |
|
First lien senior secured EUR term loan |
|
E+ |
6.75% |
|
5/2028 |
|
€ |
11,480 |
|
|
12,416 |
|
|
13,483 |
|
|
|
| Sensor Technology Topco, Inc. (dba Humanetics)(3)(4)(14) |
|
First lien senior secured EUR delayed draw term loan |
|
E+ |
7.25% |
|
5/2028 |
|
€ |
261 |
|
|
283 |
|
|
307 |
|
|
|
| Sensor Technology Topco, Inc. (dba Humanetics)(3)(4)(9) |
|
First lien senior secured delayed draw term loan |
|
S+ |
6.94% |
|
5/2028 |
|
1,287 |
|
|
1,287 |
|
|
1,287 |
|
|
|
| Sensor Technology Topco, Inc. (dba Humanetics)(3)(4)(8)(22) |
|
First lien senior secured revolving loan |
|
S+ |
6.50% |
|
5/2028 |
|
1,846 |
|
|
1,846 |
|
|
1,846 |
|
|
|
| Sovos Compliance, LLC(3)(8) |
|
First lien senior secured loan |
|
S+ |
3.25% |
|
8/2029 |
|
19,207 |
|
|
19,207 |
|
|
19,251 |
|
|
|
| Thunder Purchaser, Inc. (dba Vector Solutions)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
6/2028 |
|
138,359 |
|
|
137,768 |
|
|
138,359 |
|
|
|
| TK Operations Ltd (dba Travelperk, Inc.)(3)(4)(6)(31) |
|
First lien senior secured loan |
|
N/A |
|
11.50% |
5/2029 |
|
53,901 |
|
|
51,177 |
|
|
52,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
793,783 |
|
|
792,521 |
|
|
9.9 |
% |
| Real Estate Management & Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
| RealPage, Inc.(3)(9) |
|
First lien senior secured loan |
|
S+ |
3.75% |
|
4/2028 |
|
34,738 |
|
|
34,594 |
|
|
34,814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,594 |
|
|
34,814 |
|
|
0.4 |
% |
| Specialty Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| McQueen Bidco PTY LTD. (dba Infomedia)(3)(4)(9)(31) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
12/2032 |
|
77,652 |
|
|
77,652 |
|
|
77,458 |
|
|
|
| OECONNECTION LLC(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
12/2032 |
|
37,471 |
|
|
37,284 |
|
|
37,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114,936 |
|
|
114,743 |
|
|
1.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Systems Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acquia Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.50% |
|
10/2026 |
|
188,298 |
|
|
188,019 |
|
|
183,120 |
|
|
|
| Activate Holdings (US) Corp. (dba Absolute Software)(3)(4)(9)(31) |
|
First lien senior secured loan |
|
S+ |
5.25% |
|
7/2030 |
|
53,987 |
|
|
54,003 |
|
|
53,987 |
|
|
|
| Appfire Technologies, LLC(3)(4)(9)(22) |
|
First lien senior secured loan |
|
S+ |
4.75% |
|
3/2028 |
|
7,343 |
|
|
7,345 |
|
|
7,343 |
|
|
|
| Arctic Wolf Networks, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.75% |
|
2/2030 |
|
88,384 |
|
|
87,605 |
|
|
87,942 |
|
|
|
| Arctic Wolf Networks, Inc.(3)(4)(6) |
|
Senior convertible notes |
|
N/A |
|
3.00% |
11/2030 |
|
130,908 |
|
|
183,045 |
|
|
183,045 |
|
|
|
| Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
6.00% |
|
3/2031 |
|
94,049 |
|
|
93,224 |
|
|
94,049 |
|
|
|
| Barracuda Parent, LLC(3)(9) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
8/2029 |
|
22,800 |
|
|
20,476 |
|
|
18,404 |
|
|
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
| Company(1)(25) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(27) |
|
Fair Value |
|
% of Net Assets |
| Barracuda Parent, LLC(3)(4)(9) |
|
Second lien senior secured loan |
|
S+ |
7.00% |
|
8/2030 |
|
55,875 |
|
|
44,798 |
|
|
40,509 |
|
|
|
| Barracuda Parent, LLC(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
6.50% |
|
8/2029 |
|
20,442 |
|
|
19,931 |
|
|
17,989 |
|
|
|
| Bayshore Intermediate #2, L.P. (dba Boomi)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
2.50% |
3.00% |
10/2028 |
|
158,041 |
|
|
158,069 |
|
|
158,041 |
|
|
|
| Bayshore Intermediate #2, L.P. (dba Boomi)(3)(4)(9)(22) |
|
First lien senior secured revolving loan |
|
S+ |
5.00% |
|
10/2027 |
|
3,257 |
|
|
3,234 |
|
|
3,257 |
|
|
|
| Circle Internet Services, Inc.(4)(29) |
|
Subordinated Convertible Security |
|
N/A |
|
|
N/A |
|
759 |
|
|
759 |
|
|
759 |
|
|
|
| ConnectWise, LLC(3)(9) |
|
First lien senior secured loan |
|
S+ |
3.50% |
|
9/2028 |
|
3,026 |
|
|
3,025 |
|
|
2,967 |
|
|
|
| Crewline Buyer, Inc. (dba New Relic)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
6.75% |
|
11/2030 |
|
213,236 |
|
|
211,129 |
|
|
211,637 |
|
|
|
| Databricks, Inc.(3)(4)(8) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
1/2031 |
|
114,694 |
|
|
114,233 |
|
|
114,694 |
|
|
|
| Delinea Buyer, Inc. (f/k/a Centrify)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.75% |
|
3/2028 |
|
104,640 |
|
|
103,571 |
|
|
104,640 |
|
|
|
| Delta TopCo, Inc. (dba Infoblox, Inc.)(3)(8) |
|
Second lien senior secured loan |
|
S+ |
5.25% |
|
11/2030 |
|
30,000 |
|
|
29,976 |
|
|
29,514 |
|
|
|
| Forescout Technologies, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
4.50% |
|
5/2032 |
|
154,570 |
|
|
154,104 |
|
|
153,797 |
|
|
|
| H&F Opportunities LUX III S.À R.L (dba Checkmarx)(3)(4)(8)(31) |
|
First lien senior secured loan |
|
S+ |
6.50% |
|
4/2027 |
|
148,144 |
|
|
147,874 |
|
|
148,144 |
|
|
|
| LogRhythm, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
7.50% |
|
7/2029 |
|
4,750 |
|
|
4,642 |
|
|
4,548 |
|
|
|
| Securonix, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
3.50% |
3.75% |
4/2029 |
|
41,073 |
|
|
38,729 |
|
|
37,069 |
|
|
|
| Sitecore Holding III A/S(3)(4)(14) |
|
First lien senior secured EUR term loan |
|
E+ |
7.00% |
|
3/2029 |
|
€ |
128,813 |
|
|
137,852 |
|
|
151,285 |
|
|
|
| Sitecore Holding III A/S(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
7.00% |
|
3/2029 |
|
22,333 |
|
|
22,294 |
|
|
22,333 |
|
|
|
| Sitecore USA, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
7.00% |
|
3/2029 |
|
134,589 |
|
|
134,351 |
|
|
134,589 |
|
|
|
| Sophos Holdings, LLC(3)(8)(31) |
|
First lien senior secured loan |
|
S+ |
3.50% |
|
3/2027 |
|
14,464 |
|
|
14,481 |
|
|
14,462 |
|
|
|
| Talon MidCo 2 Limited(3)(4)(8)(31) |
|
First lien senior secured loan |
|
S+ |
4.93% |
|
8/2028 |
|
35,627 |
|
|
35,617 |
|
|
35,627 |
|
|
|
| Tricentis Operations Holdings, Inc.(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
1.38% |
|
2/2032 |
|
116,810 |
|
|
115,821 |
|
|
115,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,128,207 |
|
|
2,129,393 |
|
|
26.5 |
% |
| Wireless Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CCI BUYER, INC. (dba Consumer Cellular)(3)(4)(9) |
|
First lien senior secured loan |
|
S+ |
5.00% |
|
5/2032 |
|
74,926 |
|
|
74,221 |
|
|
74,926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,221 |
|
|
74,926 |
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total non-controlled/non-affiliated debt investments |
|
|
|
|
$ |
11,970,163 |
|
|
$ |
11,962,244 |
|
|
148.8 |
% |
| Total non-controlled/non-affiliated misc. debt commitments(22)(23)(Note 8) |
|
|
|
|
$ |
(5,543) |
|
|
$ |
(3,839) |
|
|
— |
% |
| Total non-controlled/non-affiliated portfolio company debt investments |
|
|
|
$ |
11,964,620 |
|
|
$ |
11,958,405 |
|
|
148.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Space Exploration Technologies Corp.(3)(4)(29)(30) |
|
Class A Common Stock |
|
N/A |
|
|
N/A |
|
419,311 |
|
|
23,013 |
|
|
162,425 |
|
|
|
| Space Exploration Technologies Corp.(3)(4)(29)(30) |
|
Class C Common Stock |
|
N/A |
|
|
N/A |
|
84,250 |
|
|
4,011 |
|
|
32,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,024 |
|
|
195,060 |
|
|
2.4 |
% |
| Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6Sense Insights, Inc.(3)(4)(29)(30) |
|
Series E-1 Preferred Stock |
|
N/A |
|
|
N/A |
|
1,580,642 |
|
|
48,102 |
|
|
37,807 |
|
|
|
| Alpha Partners Technology Merger Corp(29)(30)(31) |
|
Common stock |
|
N/A |
|
|
N/A |
|
30,000 |
|
|
1,000 |
|
|
347 |
|
|
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
| Company(1)(25) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(27) |
|
Fair Value |
|
% of Net Assets |
| Alpha Partners Technology Merger Corp(29)(30)(31) |
|
Warrants |
|
N/A |
|
|
N/A |
|
666,666 |
|
|
— |
|
|
360 |
|
|
|
| AlphaSense, LLC(3)(4)(29)(30) |
|
Series E Preferred Shares |
|
N/A |
|
|
N/A |
|
1,422,042 |
|
|
13,176 |
|
|
17,731 |
|
|
|
| Bird Holding B.V. (fka MessageBird Holding B.V.)(3)(4)(29)(30)(31) |
|
Extended Series C Warrants |
|
N/A |
|
|
N/A |
|
191,530 |
|
|
1,174 |
|
|
214 |
|
|
|
| Diligent Preferred Issuer, Inc. (dba Diligent Corporation)(3)(4)(6)(30) |
|
Preferred Stock |
|
N/A |
|
10.50% |
N/A |
|
15,000 |
|
|
23,489 |
|
|
22,488 |
|
|
|
| EShares, Inc. (dba Carta)(4)(29)(30) |
|
Series E Preferred Stock |
|
N/A |
|
|
N/A |
|
186,904 |
|
|
2,008 |
|
|
4,547 |
|
|
|
| Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(3)(4)(29)(30)(31) |
|
LP Interest |
|
N/A |
|
|
N/A |
|
$ |
2,292 |
|
|
2,292 |
|
|
3,023 |
|
|
|
| Nylas, Inc.(4)(29)(30) |
|
Series C Preferred Stock |
|
N/A |
|
|
N/A |
|
2,088,467 |
|
|
15,009 |
|
|
1,826 |
|
|
|
| Project Alpine Co-Invest Fund, LP(3)(4)(29)(30)(31) |
|
LP Interest |
|
N/A |
|
|
N/A |
|
$ |
13,333 |
|
|
16,381 |
|
|
17,509 |
|
|
|
| Saturn Ultimate, Inc.(3)(4)(29)(30) |
|
Common stock |
|
N/A |
|
|
N/A |
|
5,580,593 |
|
|
25,008 |
|
|
30,241 |
|
|
|
| Simpler Postage, Inc. (dba Easypost)(3)(4)(29)(30) |
|
Warrants |
|
N/A |
|
|
N/A |
|
216,891 |
|
|
2,635 |
|
|
2,356 |
|
|
|
| Valor Compute Infrastructure L.P.(3)(4)(22)(29)(30)(31) |
|
LP Interest |
|
N/A |
|
|
N/A |
|
$ |
2,160 |
|
|
2,160 |
|
|
2,160 |
|
|
|
| VCI Intermediate TopCo 1 LLC(3)(4)(29)(30)(31) |
|
Class B Units |
|
N/A |
|
|
N/A |
|
$ |
6,170 |
|
|
6,172 |
|
|
6,170 |
|
|
|
| Zoro TopCo, L.P.(3)(4)(29)(30) |
|
Class A Common Units |
|
N/A |
|
|
N/A |
|
1,644,254 |
|
|
17,739 |
|
|
18,455 |
|
|
|
| Zoro TopCo, Inc.(3)(4)(9)(30) |
|
Series A Preferred Equity |
|
S+ |
|
9.50% |
N/A |
|
6,519 |
|
|
9,696 |
|
|
9,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186,041 |
|
|
174,923 |
|
|
2.2 |
% |
| Capital Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acorns Grow Incorporated(3)(4)(6)(30)(31) |
|
Series F Preferred Stock |
|
N/A |
|
5.00% |
N/A |
|
572,135 |
|
|
11,820 |
|
|
11,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,820 |
|
|
11,826 |
|
|
0.1 |
% |
| Commercial Services & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Rome Topco Holdings, LLC (dba SimpliSafe)(3)(4)(29)(30) |
|
Class A Units |
|
N/A |
|
|
N/A |
|
1,157 |
|
|
1,157 |
|
|
1,157 |
|
|
|
| Rome Topco Holdings, LLC (dba SimpliSafe)(3)(4)(29)(30) |
|
Class B Units |
|
N/A |
|
|
N/A |
|
1,156,728 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,157 |
|
|
1,157 |
|
|
— |
% |
| Construction & Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dodge Construction Network Holdings, L.P.(3)(4)(29)(30) |
|
Class A-2 Common Units |
|
N/A |
|
|
N/A |
|
3,333,333 |
|
|
2,841 |
|
|
400 |
|
|
|
| Dodge Construction Network Holdings, L.P.(3)(4)(6)(30) |
|
Series A Preferred Units |
|
N/A |
|
8.25% |
N/A |
|
— |
|
|
69 |
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,910 |
|
|
446 |
|
|
— |
% |
| Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SLA Eclipse Co-Invest, L.P.(29)(30)(31) |
|
LP Interest |
|
N/A |
|
|
N/A |
|
$ |
15,000 |
|
|
15,308 |
|
|
19,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,308 |
|
|
19,884 |
|
|
0.2 |
% |
| Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amergin Asset Management, LLC(3)(4)(29)(30) |
|
Specialty finance equity investment |
|
N/A |
|
|
N/A |
|
50,000,000 |
|
|
783 |
|
|
2,137 |
|
|
|
| Brex, Inc.(3)(4)(29)(30) |
|
Class A Units |
|
N/A |
|
|
N/A |
|
1,358,335 |
|
|
9,997 |
|
|
9,997 |
|
|
|
| Brex, Inc.(4)(29)(30) |
|
Preferred Stock |
|
N/A |
|
|
N/A |
|
143,943 |
|
|
5,012 |
|
|
3,678 |
|
|
|
| Juniper Square, Inc.(3)(4)(29)(30) |
|
Warrants |
|
N/A |
|
|
N/A |
|
40,984 |
|
|
2,128 |
|
|
1,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,920 |
|
|
17,283 |
|
|
0.2 |
% |
| Health Care Equipment & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
| Company(1)(25) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(27) |
|
Fair Value |
|
% of Net Assets |
| KPCI Co-Invest 2, L.P.(3)(4)(29)(30)(31) |
|
Class A Units |
|
N/A |
|
|
N/A |
|
587,621 |
|
|
5,876 |
|
|
5,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,876 |
|
|
5,876 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Health Care Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BEHP Co-Investor II, L.P.(3)(4)(29)(30)(31) |
|
LP Interest |
|
N/A |
|
|
N/A |
|
$ |
2,540 |
|
|
1,901 |
|
|
3,668 |
|
|
|
| Minerva Holdco, Inc.(3)(4)(6)(30) |
|
Senior A Preferred Stock |
|
N/A |
|
10.75% |
N/A |
|
100,000 |
|
|
149,119 |
|
|
150,641 |
|
|
|
| ModMed Software Midco Holdings, Inc. (dba ModMed)(3)(4)(6)(30) |
|
Series A Preferred Units |
|
N/A |
|
13.00% |
N/A |
|
32,375 |
|
|
34,437 |
|
|
34,718 |
|
|
|
| Orange Blossom Parent, Inc.(3)(4)(29)(30) |
|
Common Units |
|
N/A |
|
|
N/A |
|
16,667 |
|
|
1,665 |
|
|
1,720 |
|
|
|
| WP Irving Co-Invest, L.P.(3)(4)(29)(30)(31) |
|
Partnership Units |
|
N/A |
|
|
N/A |
|
2,500,000 |
|
|
1,833 |
|
|
3,611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
188,955 |
|
|
194,358 |
|
|
2.4 |
% |
| Health Care Providers & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| KWOL Acquisition, Inc. (dba Worldwide Clinical Trials)(3)(4)(29)(30) |
|
Class A Interest |
|
N/A |
|
|
N/A |
|
317 |
|
|
3,521 |
|
|
4,401 |
|
|
|
| Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)(3)(4)(6)(30) |
|
Series A Preferred Stock |
|
N/A |
|
15.00% |
N/A |
|
8,838 |
|
|
11,439 |
|
|
9,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,960 |
|
|
14,245 |
|
|
0.2 |
% |
| Hotels, Restaurants & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.)(3)(4)(6)(30) |
|
Series A Preferred Stock |
|
N/A |
|
12.00% |
N/A |
|
25,000 |
|
|
32,661 |
|
|
36,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,661 |
|
|
36,988 |
|
|
0.5 |
% |
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accelerate Topco Holdings, LLC(3)(4)(29)(30) |
|
Common Units |
|
N/A |
|
|
N/A |
|
12,822 |
|
|
612 |
|
|
566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
612 |
|
|
566 |
|
|
— |
% |
| Internet & Direct Marketing Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Kajabi Holdings, LLC(4)(29)(30) |
|
Senior Preferred Class D Units |
|
N/A |
|
|
N/A |
|
4,126,175 |
|
|
50,025 |
|
|
39,573 |
|
|
|
| Linked Store Cayman Ltd. (dba Nuvemshop)(3)(4)(29)(30)(31) |
|
Series E Preferred Stock |
|
N/A |
|
|
N/A |
|
19,499 |
|
|
42,496 |
|
|
39,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
92,521 |
|
|
78,956 |
|
|
1.0 |
% |
| IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| JumpCloud, Inc.(4)(29)(30) |
|
Series B Preferred Stock |
|
N/A |
|
|
N/A |
|
756,590 |
|
|
4,531 |
|
|
782 |
|
|
|
| JumpCloud, Inc.(4)(29)(30) |
|
Series F Preferred Stock |
|
N/A |
|
|
N/A |
|
6,679,245 |
|
|
40,017 |
|
|
28,343 |
|
|
|
| Nscale Global Holdings Limited(3)(4)(29)(30)(31) |
|
Preferred equity |
|
N/A |
|
|
N/A |
|
$ |
7,507 |
|
|
7,507 |
|
|
7,507 |
|
|
|
| Nscale Global Holdings Limited(3)(4)(29)(30)(31) |
|
Series B Preferred Shares |
|
N/A |
|
|
N/A |
|
13,174 |
|
|
5,005 |
|
|
5,005 |
|
|
|
| Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(3)(4)(10)(30) |
|
Perpetual Preferred Stock |
|
S+ |
|
10.75% |
N/A |
|
44,100 |
|
|
61,572 |
|
|
60,612 |
|
|
|
| Replicated, Inc.(4)(29)(30) |
|
Series C Preferred Stock |
|
N/A |
|
|
N/A |
|
1,277,832 |
|
|
20,008 |
|
|
5,778 |
|
|
|
| WMC Bidco, Inc. (dba West Monroe)(3)(4)(6)(30) |
|
Senior Preferred Stock |
|
N/A |
|
11.25% |
N/A |
|
57,231 |
|
|
89,850 |
|
|
89,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
228,490 |
|
|
197,731 |
|
|
2.5 |
% |
| Life Sciences Tools & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Baypine Commander Co-Invest, LP(3)(4)(29)(30)(31) |
|
LP Interest |
|
N/A |
|
|
N/A |
|
$ |
1,807 |
|
|
1,818 |
|
|
1,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,818 |
|
|
1,979 |
|
|
— |
% |
| Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
| Company(1)(25) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(27) |
|
Fair Value |
|
% of Net Assets |
| XOMA Corporation(3)(4)(29)(30) |
|
Warrants |
|
N/A |
|
|
N/A |
|
24,000 |
|
|
174 |
|
|
230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
174 |
|
|
230 |
|
|
— |
% |
| Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CloudPay, Inc.(3)(4)(6)(30)(31) |
|
Series E Preferred Stock |
|
N/A |
|
13.50% |
N/A |
|
87,370 |
|
|
22,661 |
|
|
22,653 |
|
|
|
| Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand, Inc.)(3)(4)(6)(30) |
|
Series A Preferred Stock |
|
N/A |
|
10.50% |
N/A |
|
28,000 |
|
|
42,704 |
|
|
36,535 |
|
|
|
| Thunder Topco L.P. (dba Vector Solutions)(3)(4)(29)(30) |
|
Common Units |
|
N/A |
|
|
N/A |
|
7,857,410 |
|
|
7,857 |
|
|
9,348 |
|
|
|
| TravelPerk, Inc.(3)(4)(29)(30)(31) |
|
Warrants |
|
N/A |
|
|
N/A |
|
259,807 |
|
|
4,447 |
|
|
5,764 |
|
|
|
| Vestwell Holdings Inc.(3)(4)(29)(30) |
|
Series D Preferred Stock |
|
N/A |
|
|
N/A |
|
304,350 |
|
|
6,022 |
|
|
6,646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,691 |
|
|
80,946 |
|
|
1.0 |
% |
| Road & Rail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bolt Technology OÜ(4)(29)(30)(31) |
|
Preferred Stock |
|
N/A |
|
|
N/A |
|
43,478 |
|
|
11,318 |
|
|
12,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,318 |
|
|
12,476 |
|
|
0.2 |
% |
| Systems Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Algolia, Inc.(4)(29)(30) |
|
Series C Preferred Stock |
|
N/A |
|
|
N/A |
|
970,281 |
|
|
10,000 |
|
|
17,523 |
|
|
|
| Algolia, Inc.(4)(29)(30) |
|
Series D Preferred Stock |
|
N/A |
|
|
N/A |
|
136,776 |
|
|
4,000 |
|
|
3,027 |
|
|
|
| Arctic Wolf Networks, Inc.(4)(29)(30) |
|
Preferred Stock |
|
N/A |
|
|
N/A |
|
3,032,840 |
|
|
25,036 |
|
|
28,149 |
|
|
|
| Axonius, Inc.(4)(29)(30) |
|
Series E Preferred Stock |
|
N/A |
|
|
N/A |
|
1,733,274 |
|
|
8,149 |
|
|
10,000 |
|
|
|
| Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(3)(4)(29)(30) |
|
Common Units |
|
N/A |
|
|
N/A |
|
12,692,160 |
|
|
12,692 |
|
|
21,299 |
|
|
|
| Chrome Investors LP(3)(4)(22)(29)(30)(31) |
|
LP Interest |
|
N/A |
|
|
N/A |
|
$ |
16,407 |
|
|
16,417 |
|
|
16,407 |
|
|
|
| Circle Internet Services, Inc.(4)(29)(30) |
|
Warrants |
|
N/A |
|
|
N/A |
|
244,580 |
|
|
6 |
|
|
538 |
|
|
|
| Circle Internet Services, Inc.(4)(29)(30) |
|
Series D Preferred Stock |
|
N/A |
|
|
N/A |
|
2,934,961 |
|
|
15,000 |
|
|
14,175 |
|
|
|
| Circle Internet Services, Inc.(4)(29)(30) |
|
Series E Preferred Stock |
|
N/A |
|
|
N/A |
|
821,806 |
|
|
6,917 |
|
|
4,978 |
|
|
|
| Circle Internet Services, Inc.(4)(29)(30) |
|
Series F Preferred Stock |
|
N/A |
|
|
N/A |
|
75,876 |
|
|
1,500 |
|
|
788 |
|
|
|
| Elliott Alto Co-Investor Aggregator L.P.(3)(4)(29)(30)(31) |
|
LP Interest |
|
N/A |
|
|
N/A |
|
$ |
14,627 |
|
|
21,934 |
|
|
33,569 |
|
|
|
| Excalibur CombineCo, L.P.(3)(4)(29)(30) |
|
Class A Units |
|
N/A |
|
|
N/A |
|
97,502 |
|
|
99,452 |
|
|
61,132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Halo Purchaser, LLC(3)(4)(6)(30) |
|
Class B PIK Preferred Equity |
|
N/A |
|
6.00% |
N/A |
|
45,000 |
|
|
51,884 |
|
|
41,809 |
|
|
|
| Halo Purchaser, LLC(3)(4)(29)(30) |
|
Class H Warrant Units |
|
N/A |
|
|
N/A |
|
67,301 |
|
|
1,686 |
|
|
1,686 |
|
|
|
| HARNESS INC.(4)(29)(30)(32) |
|
Series D Preferred Stock |
|
N/A |
|
|
N/A |
|
1,022,648 |
|
|
9,169 |
|
|
14,376 |
|
|
|
| Illumio, Inc.(4)(29)(30) |
|
Common stock |
|
N/A |
|
|
N/A |
|
358,365 |
|
|
2,432 |
|
|
1,725 |
|
|
|
| Illumio, Inc.(4)(29)(30) |
|
Series F Preferred Stock |
|
N/A |
|
|
N/A |
|
2,483,618 |
|
|
16,684 |
|
|
16,249 |
|
|
|
| Project Hotel California Co-Invest Fund, L.P.(3)(29)(30)(31) |
|
LP Interest |
|
N/A |
|
|
N/A |
|
$ |
10,739 |
|
|
14,721 |
|
|
17,480 |
|
|
|
| Veeam Software Group(3)(4)(29)(30) |
|
Series C Preferred Shares |
|
N/A |
|
|
N/A |
|
7,402,296 |
|
|
54,830 |
|
|
54,830 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
372,509 |
|
|
359,740 |
|
|
4.5 |
% |
| Thrifts & Mortgage Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Blend Labs, Inc.(3)(4)(29)(30) |
|
Warrants |
|
N/A |
|
|
N/A |
|
299,215 |
|
|
1,625 |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,625 |
|
|
2 |
|
|
— |
% |
| Total non-controlled/non-affiliated portfolio company equity investments |
|
$ |
1,297,390 |
|
|
$ |
1,404,672 |
|
|
17.5 |
% |
| Total non-controlled/non-affiliated portfolio company investments |
|
$ |
13,262,010 |
|
|
$ |
13,363,077 |
|
|
166.2 |
% |
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
| Company(1)(25) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(27) |
|
Fair Value |
|
% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-controlled/affiliated portfolio company investments |
|
|
|
|
|
|
|
|
|
|
|
| Debt Investments(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diversifed Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(3)(4)(6)(24)(31) |
|
Specialty finance debt investment |
|
N/A |
|
12.00% |
7/2030 |
|
16,312 |
|
|
16,303 |
|
|
16,312 |
|
|
|
| AAM Series 2.1 Aviation Feeder, LLC(3)(4)(6)(24)(31) |
|
Specialty finance debt investment |
|
N/A |
|
12.00% |
11/2030 |
|
21,140 |
|
|
21,146 |
|
|
21,140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,449 |
|
|
37,452 |
|
|
0.5 |
% |
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Coherent Group Inc.(3)(4)(6)(24)(31) |
|
Convertible notes |
|
N/A |
5.30% |
|
3/2027 |
|
3,029 |
|
|
3,029 |
|
|
3,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,029 |
|
|
3,029 |
|
|
— |
% |
| Internet & Direct Marketing Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Walker Edison Furniture Company LLC(3)(4)(9)(22)(24)(28)(29) |
|
First lien senior secured loan |
|
S+ |
|
6.75% |
3/2027 |
|
15,903 |
|
|
11,139 |
|
|
154 |
|
|
|
| Walker Edison Furniture Company LLC(3)(4)(6)(22)(24)(28)(29) |
|
First lien senior secured loan |
|
N/A |
10.00% |
|
2/2026 |
|
4,501 |
|
|
4,386 |
|
|
4,535 |
|
|
|
| Walker Edison Furniture Company LLC(3)(4)(9)(22)(24)(28)(29) |
|
First lien senior secured revolving loan |
|
S+ |
|
6.25% |
3/2027 |
|
4,495 |
|
|
4,496 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,021 |
|
|
4,689 |
|
|
0.1 |
% |
| IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pluralsight, LLC(3)(4)(9)(24) |
|
First lien senior secured loan |
|
S+ |
3.00% |
1.50% |
8/2029 |
|
30,795 |
|
|
30,795 |
|
|
30,180 |
|
|
|
| Pluralsight, LLC(3)(4)(9)(24)(28)(29) |
|
First lien senior secured loan |
|
S+ |
|
7.50% |
8/2029 |
|
35,340 |
|
|
34,303 |
|
|
28,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,098 |
|
|
59,070 |
|
|
0.7 |
% |
| Total non-controlled/affiliated debt investments |
|
|
|
$ |
125,597 |
|
|
$ |
104,240 |
|
|
1.3 |
% |
| Total non-controlled/affiliated misc. debt commitments(22)(23)(Note 8) |
|
|
|
|
|
|
— |
|
|
(354) |
|
|
— |
% |
| Total non-controlled/affiliated portfolio company debt investments |
|
|
|
$ |
125,597 |
|
|
$ |
103,886 |
|
|
1.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Asset Based Lending and Fund Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Blue Owl Cross-Strategy Opportunities LLC(3)(5)(24)(26)(30)(31)(34) |
|
Specialty finance equity investment |
|
N/A |
|
|
N/A |
|
$ |
57,713 |
|
|
57,713 |
|
|
57,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,713 |
|
|
57,713 |
|
|
0.7 |
% |
| Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(3)(4)(22)(24)(29)(30)(31) |
|
Specialty finance equity investment |
|
N/A |
|
|
N/A |
|
7,365,950 |
|
|
9,178 |
|
|
9,656 |
|
|
|
| AAM Series 2.1 Aviation Feeder, LLC(3)(4)(24)(29)(30)(31) |
|
Specialty finance equity investment |
|
N/A |
|
|
N/A |
|
8,168,669 |
|
|
10,722 |
|
|
12,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,900 |
|
|
22,602 |
|
|
0.3 |
% |
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Coherent Group Inc.(4)(24)(29)(30)(31) |
|
Series B Preferred Shares |
|
N/A |
|
|
N/A |
|
456,035 |
|
|
12,210 |
|
|
13,506 |
|
|
|
| Fifth Season Investments LLC(3)(4)(24)(30) |
|
Specialty finance equity investment |
|
N/A |
|
|
N/A |
|
17 |
|
|
173,870 |
|
|
184,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186,080 |
|
|
197,974 |
|
|
2.5 |
% |
| Internet & Direct Marketing Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Signifyd Inc.(4)(6)(24)(30) |
|
Preferred equity |
|
N/A |
|
9.00% |
N/A |
|
2,755,121 |
|
|
151,974 |
|
|
156,245 |
|
|
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
| Company(1)(25) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(27) |
|
Fair Value |
|
% of Net Assets |
| Walker Edison Holdco LLC(3)(4)(24)(29)(30) |
|
Common Units |
|
N/A |
|
|
N/A |
|
98,319 |
|
|
9,500 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
161,474 |
|
|
156,245 |
|
|
1.9 |
% |
| IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Paradigmatic Holdco LLC (dba Pluralsight)(3)(4)(24)(29)(30) |
|
Common stock |
|
N/A |
|
|
N/A |
|
10,119,090 |
|
|
26,850 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,850 |
|
|
— |
|
|
— |
% |
| Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LSI Financing 1 DAC(3)(4)(24)(30)(31) |
|
Specialty finance equity investment |
|
N/A |
|
|
N/A |
|
$ |
6,748 |
|
|
7,043 |
|
|
6,657 |
|
|
|
| LSI Financing LLC(3)(5)(22)(24)(29)(30)(31) |
|
Specialty finance equity investment |
|
N/A |
|
|
N/A |
|
$ |
93,314 |
|
|
92,366 |
|
|
102,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99,409 |
|
|
108,892 |
|
|
1.4 |
% |
| Systems Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Help HP SCF Investor, LP(3)(4)(24)(29)(30) |
|
LP Interest |
|
N/A |
|
|
N/A |
|
$ |
59,333 |
|
|
59,392 |
|
|
44,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,392 |
|
|
44,890 |
|
|
0.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total non-controlled/affiliated portfolio company equity investments |
|
$ |
610,818 |
|
|
$ |
588,316 |
|
|
7.3 |
% |
| Total non-controlled/affiliated portfolio company investments |
|
$ |
736,415 |
|
|
$ |
692,202 |
|
|
8.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Controlled/affiliated portfolio company investments |
|
|
|
|
|
|
|
|
|
|
|
| Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revolut Ribbit Holdings, LLC(4)(24)(29)(30)(31) |
|
LLC Interest |
|
N/A |
|
|
N/A |
|
57,026 |
|
|
75,305 |
|
|
177,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,305 |
|
|
177,405 |
|
|
2.2 |
% |
| Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Blue Owl Credit SLF LLC(3)(5)(24)(26)(30)(31) |
|
LLC Interest |
|
N/A |
|
|
N/A |
|
$ |
30,875 |
|
|
30,885 |
|
|
30,760 |
|
|
|
| Blue Owl Leasing LLC(3)(5)(24)(26)(30)(31) |
|
LLC Interest |
|
N/A |
|
|
N/A |
|
$ |
5,105 |
|
|
5,105 |
|
|
5,102 |
|
|
|
| Stripe Blue Owl Holdings LLC(3)(5)(24)(26)(29)(30)(31) |
|
LLC Interest |
|
N/A |
|
|
N/A |
|
$ |
17,493 |
|
|
17,493 |
|
|
17,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,483 |
|
|
53,355 |
|
|
0.7 |
% |
| Total controlled/affiliated portfolio company equity investments |
|
$ |
128,788 |
|
|
$ |
230,760 |
|
|
2.9 |
% |
| Total controlled/affiliated portfolio company investments |
|
$ |
128,788 |
|
|
$ |
230,760 |
|
|
2.9 |
% |
| Total Investments |
|
|
|
|
|
|
|
|
|
|
$ |
14,127,213 |
|
|
$ |
14,286,039 |
|
|
177.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swaps as of December 31, 2025 |
|
|
Company Receives |
|
Company Pays |
|
|
|
Maturity Date |
|
Notional Amount |
|
Fair Value |
|
Upfront Payments/Receipts |
|
Change in Unrealized Appreciation / (Depreciation) |
|
Hedged Instrument |
|
Footnote Reference |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap(a) |
6.75% |
|
S + 2.5645% |
|
|
|
3/4/2029 |
|
700,000 |
|
|
14,619 |
|
|
— |
|
|
5,968 |
|
|
April 2029 Notes |
|
Note 5 |
|
Interest rate swap(b) |
6.10% |
|
S + 1.7670% |
|
|
|
2/15/2028 |
|
650,000 |
|
|
12,113 |
|
|
— |
|
|
12,113 |
|
|
March 2028 Notes |
|
Note 5 |
|
| Total |
|
|
|
|
|
|
|
|
$ |
1,350,000 |
|
|
$ |
26,732 |
|
|
|
|
$ |
18,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) The Company has an International Swaps and Derivatives Association (“ISDA”) agreement with Goldman Sachs Bank USA.
(b) The Company has an International Swaps and Derivatives Association (“ISDA”) agreement with SMBC Capital Markets, Inc.
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward Contracts as of December 31, 2025 |
|
|
Notional Amount to be Purchased |
|
Notional Amount to be Sold |
|
Counterparty |
|
Settlement Date |
|
Change in Unrealized Appreciation / (Depreciation) |
|
| Foreign currency forward contract |
$ |
197,770 |
|
|
£ |
147,230 |
|
|
Goldman Sachs Bank USA |
|
1/20/2026 |
|
$ |
(611) |
|
|
| Foreign currency forward contract |
$ |
16,539 |
|
|
£ |
12,500 |
|
|
SMBC Capital Markets, Inc. |
|
1/20/2026 |
|
(304) |
|
|
| Foreign currency forward contract |
$ |
6,296 |
|
|
€ |
5,301 |
|
|
SMBC Capital Markets, Inc. |
|
7/17/2026 |
|
15 |
|
|
| Foreign currency forward contract |
$ |
334,694 |
|
|
€ |
282,462 |
|
|
Goldman Sachs Bank USA |
|
7/17/2026 |
|
— |
|
|
| Foreign currency forward contract |
$ |
66,778 |
|
|
€ |
57,070 |
|
|
SMBC Capital Markets, Inc. |
|
7/17/2026 |
|
(830) |
|
|
| Foreign currency forward contract |
$ |
8,405 |
|
|
A$ |
12,910 |
|
|
Goldman Sachs Bank USA |
|
1/20/2026 |
|
(211) |
|
|
| Total |
|
|
|
|
|
|
|
|
$ |
(1,941) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Certain portfolio company investments are subject to contractual restrictions on sales. Refer to footnote 30 for additional information on our restricted securities.
(2)The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount, as applicable, on debt investments using the effective interest method.
(3)Represents co-investment made with the Company’s affiliates in accordance with the terms of an order for exemptive relief that an affiliate of the Company’s investment adviser received from the U.S. Securities and Exchange Commission. See “Note 3 — Agreements and Related Party Transactions”.
(4)These investments were valued using unobservable inputs and are considered Level 3 investments.
(5)Investment measured at net asset value (“NAV”).
(6)Contains a fixed-rate structure.
(7)Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Financing Rate (“SOFR” or “S,” which can include one-, three-, six- or twelve-month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”, which can include one-, three- or six-month EURIBOR), SONIA (“SONIA” or “SA”), Australian Bank Bill Swap Bid Rate (“BBSY” or “BB”) (which can include one-, three-, or six-month BBSY) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(8)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2025 was 3.69%.
(9)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2025 was 3.65%.
(10)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2025 was 3.57%.
(11)The interest rate on these loans is subject to 12 month SOFR, which as of December 31, 2025 was 3.42%.
(12)The interest rate on these loans is subject to Prime, which as of December 31, 2025 was 6.75%.
(13)The interest rate on these loans is subject to 1 month EURIBOR, which as of December 31, 2025 was 1.94%.
(14)The interest rate on these loans is subject to 3 month EURIBOR, which as of December 31, 2025 was 2.03%.
(15)Reserved.
(16)Reserved.
(17)The interest rate on this loan is subject to 3 month BBSY, which as of December 31, 2025 was 3.74%.
(18)Reserved.
(19)The interest rate on these loans is subject to SONIA, which as of December 31, 2025 was 3.73%.
(20)Reserved.
(21)Reserved.
(22)Position or portion thereof is a partially unfunded debt or equity commitment. See below for more information on the Company’s commitments. See “Note 8—Commitments and Contingencies”.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded |
| Portfolio Company |
|
Commitment Type |
|
Commitment Expiration Date |
|
Funded Commitment |
|
Commitment |
|
Fair Value(23) |
| Non-controlled/non-affiliated - debt commitments |
|
|
|
|
|
|
|
|
| Aerosmith Bidco 1 Limited (dba Audiotonix) |
|
First lien senior secured delayed draw term loan |
|
7/2027 |
|
$ |
— |
|
|
$ |
67,184 |
|
|
$ |
— |
|
| AI Titan Parent, Inc. (dba Prometheus Group) |
|
First lien senior secured delayed draw term loan |
|
9/2026 |
|
2,258 |
|
|
7,779 |
|
|
— |
|
| AlphaSense, Inc. |
|
First lien senior secured delayed draw term loan |
|
6/2029 |
|
— |
|
|
12,030 |
|
|
(30) |
|
| AmeriLife Holdings LLC |
|
First lien senior secured delayed draw term loan |
|
6/2026 |
|
4,308 |
|
|
197 |
|
|
— |
|
| AmeriLife Holdings LLC |
|
First lien senior secured delayed draw term loan |
|
2/2027 |
|
— |
|
|
5,250 |
|
|
(13) |
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded |
| Portfolio Company |
|
Commitment Type |
|
Commitment Expiration Date |
|
Funded Commitment |
|
Commitment |
|
Fair Value(23) |
| Appfire Technologies, LLC |
|
First lien senior secured delayed draw term loan |
|
6/2026 |
|
— |
|
|
1,344 |
|
|
— |
|
| Aptean Acquiror, Inc. (dba Aptean) |
|
First lien senior secured delayed draw term loan |
|
2/2027 |
|
— |
|
|
3,478 |
|
|
— |
|
| Artifact Bidco, Inc. (dba Avetta) |
|
First lien senior secured delayed draw term loan |
|
7/2027 |
|
— |
|
|
8,463 |
|
|
— |
|
| Associations, Inc. |
|
First lien senior secured delayed draw term loan |
|
7/2028 |
|
3,266 |
|
|
6,472 |
|
|
— |
|
| Associations, Inc. |
|
First lien senior secured delayed draw term loan |
|
2/2027 |
|
14,012 |
|
|
11,190 |
|
|
— |
|
| Bamboo US BidCo LLC |
|
First lien senior secured delayed draw term loan |
|
11/2026 |
|
2,852 |
|
|
576 |
|
|
— |
|
| Bracket Intermediate Holding Corp. |
|
First lien senior secured delayed draw term loan |
|
10/2027 |
|
— |
|
|
8,406 |
|
|
(42) |
|
| BusinessSolver.com, Inc. |
|
First lien senior secured delayed draw term loan |
|
12/2027 |
|
— |
|
|
12,649 |
|
|
(32) |
|
| Cambrex Corporation |
|
First lien senior secured delayed draw term loan |
|
3/2027 |
|
— |
|
|
5,831 |
|
|
— |
|
| Cambrex Corporation |
|
First lien senior secured delayed draw term loan |
|
9/2026 |
|
— |
|
|
10,933 |
|
|
— |
|
| CCM Midco, LLC (f/k/a Cresset Capital Management, LLC) |
|
First lien senior secured delayed draw term loan |
|
1/2027 |
|
56 |
|
|
4,422 |
|
|
— |
|
| CCM Midco, LLC (f/k/a Cresset Capital Management, LLC) |
|
First lien senior secured delayed draw term loan |
|
6/2026 |
|
1,005 |
|
|
1,231 |
|
|
— |
|
| CivicPlus, LLC |
|
First lien senior secured delayed draw term loan |
|
5/2027 |
|
12,669 |
|
|
8,804 |
|
|
— |
|
| CivicPlus, LLC |
|
First lien senior secured delayed draw term loan |
|
12/2027 |
|
— |
|
|
20,398 |
|
|
— |
|
| Commander Buyer, Inc. (dba CenExel) |
|
First lien senior secured delayed draw term loan |
|
6/2027 |
|
— |
|
|
9,036 |
|
|
— |
|
| Computer Services, Inc. (dba CSI) |
|
First lien senior secured delayed draw term loan |
|
11/2027 |
|
— |
|
|
26,448 |
|
|
— |
|
| CoreTrust Purchasing Group LLC |
|
First lien senior secured delayed draw term loan |
|
5/2026 |
|
— |
|
|
1,602 |
|
|
— |
|
| Coupa Holdings, LLC |
|
First lien senior secured delayed draw term loan |
|
6/2027 |
|
— |
|
|
7,643 |
|
|
— |
|
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant) |
|
First lien senior secured delayed draw term loan |
|
7/2027 |
|
12,935 |
|
|
14,242 |
|
|
— |
|
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant) |
|
First lien senior secured delayed draw term loan |
|
8/2027 |
|
— |
|
|
2,768 |
|
|
(14) |
|
| Databricks, Inc. |
|
First lien senior secured delayed draw term loan |
|
7/2026 |
|
— |
|
|
25,806 |
|
|
— |
|
| Eagan Parent, Inc. (dba Elite) |
|
First lien senior secured delayed draw term loan |
|
9/2027 |
|
— |
|
|
5,919 |
|
|
(15) |
|
| Databricks, Inc. |
|
First lien senior secured delayed draw term loan |
|
7/2026 |
|
— |
|
|
53,026 |
|
|
— |
|
| EET Buyer, Inc. (dba e-Emphasys) |
|
First lien senior secured delayed draw term loan |
|
1/2027 |
|
7,636 |
|
|
1,909 |
|
|
— |
|
| EresearchTechnology, Inc. (dba Clario) |
|
First lien senior secured delayed draw term loan |
|
1/2027 |
|
1,769 |
|
|
10,866 |
|
|
— |
|
| Galway Borrower LLC |
|
First lien senior secured delayed draw term loan |
|
7/2026 |
|
317 |
|
|
1,236 |
|
|
— |
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded |
| Portfolio Company |
|
Commitment Type |
|
Commitment Expiration Date |
|
Funded Commitment |
|
Commitment |
|
Fair Value(23) |
| GS Acquisitionco, Inc. (dba insightsoftware) |
|
First lien senior secured delayed draw term loan |
|
5/2027 |
|
— |
|
|
5,225 |
|
|
(39) |
|
| GS Acquisitionco, Inc. (dba insightsoftware) |
|
First lien senior secured delayed draw term loan |
|
3/2026 |
|
711 |
|
|
1,203 |
|
|
— |
|
| Gusto, Inc. |
|
First lien senior secured delayed draw term loan |
|
11/2027 |
|
— |
|
|
8,845 |
|
|
— |
|
| Himalaya Topco LLC (dba HealthEdge) |
|
First lien senior secured delayed draw term loan |
|
12/2027 |
|
— |
|
|
12,896 |
|
|
(64) |
|
| Himalaya Topco LLC (dba HealthEdge) |
|
First lien senior secured delayed draw term loan |
|
6/2027 |
|
— |
|
|
12,896 |
|
|
(64) |
|
| Integrity Marketing Acquisition, LLC |
|
First lien senior secured delayed draw term loan |
|
8/2026 |
|
— |
|
|
5,781 |
|
|
— |
|
| Interoperability Bidco, Inc. (dba Lyniate) |
|
First lien senior secured delayed draw term loan |
|
6/2026 |
|
— |
|
|
7,619 |
|
|
(38) |
|
| Iris Specialty Acquisition LLC (dba Integrated Specialty Coverages) |
|
First lien senior secured delayed draw term loan |
|
11/2028 |
|
— |
|
|
550 |
|
|
(1) |
|
| KWOL Acquisition, Inc. (dba Worldwide Clinical Trials) |
|
First lien senior secured delayed draw term loan |
|
8/2027 |
|
43,644 |
|
|
983 |
|
|
— |
|
| KWOL Acquisition, Inc. (dba Worldwide Clinical Trials) |
|
First lien senior secured delayed draw term loan |
|
8/2027 |
|
— |
|
|
58,231 |
|
|
— |
|
| Lighthouse Buyer, Inc. (dba Harbor Compliance) |
|
First lien senior secured delayed draw term loan |
|
12/2028 |
|
— |
|
|
13,698 |
|
|
(68) |
|
| Litera Bidco LLC |
|
First lien senior secured delayed draw term loan |
|
5/2027 |
|
— |
|
|
17,577 |
|
|
— |
|
| Litera Bidco LLC |
|
First lien senior secured delayed draw term loan |
|
11/2026 |
|
38,401 |
|
|
3,385 |
|
|
— |
|
| ManTech International Corporation |
|
First lien senior secured delayed draw term loan |
|
2/2026 |
|
— |
|
|
2,112 |
|
|
— |
|
| ML Holdco, Inc. (dba Meridian Link) |
|
First lien senior secured delayed draw term loan |
|
10/2027 |
|
— |
|
|
27,611 |
|
|
(69) |
|
| Monotype Imaging Holdings Inc. |
|
First lien senior secured delayed draw term loan |
|
2/2026 |
|
2,727 |
|
|
7,895 |
|
|
— |
|
| OECONNECTION LLC |
|
First lien senior secured delayed draw term loan |
|
12/2032 |
|
— |
|
|
21,988 |
|
|
(55) |
|
| One, Inc. Software Corporation |
|
First lien senior secured delayed draw term loan |
|
12/2027 |
|
— |
|
|
27,746 |
|
|
(69) |
|
| OneOncology, LLC |
|
First lien senior secured delayed draw term loan |
|
10/2027 |
|
5,735 |
|
|
15,732 |
|
|
— |
|
| Packaging Coordinators Midco, Inc. |
|
First lien senior secured delayed draw term loan |
|
4/2026 |
|
795 |
|
|
2,363 |
|
|
— |
|
| Packaging Coordinators Midco, Inc. |
|
First lien senior secured delayed draw term loan |
|
4/2026 |
|
— |
|
|
21,913 |
|
|
— |
|
| PerkinElmer U.S. LLC |
|
First lien senior secured delayed draw term loan |
|
10/2027 |
|
— |
|
|
14,321 |
|
|
— |
|
| Pike Corp. |
|
First lien senior secured delayed draw term loan |
|
12/2028 |
|
— |
|
|
5,585 |
|
|
(14) |
|
| RL Datix Holdings (USA), Inc. |
|
First lien senior secured delayed draw term loan |
|
4/2027 |
|
— |
|
|
23,650 |
|
|
— |
|
| Salinger Bidco Inc. (dba Surgical Information Systems) |
|
First lien senior secured delayed draw term loan |
|
8/2026 |
|
— |
|
|
9,141 |
|
|
— |
|
| Sentinel Buyer Corp. (dba SimpliSafe) |
|
First lien senior secured delayed draw term loan |
|
11/2027 |
|
— |
|
|
1,987 |
|
|
(10) |
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded |
| Portfolio Company |
|
Commitment Type |
|
Commitment Expiration Date |
|
Funded Commitment |
|
Commitment |
|
Fair Value(23) |
| Severin Acquisition, LLC (dba PowerSchool) |
|
First lien senior secured delayed draw term loan |
|
10/2027 |
|
4,117 |
|
|
15,378 |
|
|
— |
|
| Simpler Postage, Inc. (dba Easypost) |
|
First lien senior secured delayed draw term loan |
|
6/2026 |
|
9,376 |
|
|
48,333 |
|
|
— |
|
| Simplicity Financial Marketing Group Holdings, Inc. |
|
First lien senior secured delayed draw term loan |
|
12/2026 |
|
1,813 |
|
|
1,988 |
|
|
— |
|
| Smarsh Inc. |
|
First lien senior secured delayed draw term loan |
|
1/2027 |
|
— |
|
|
16,329 |
|
|
(20) |
|
| Spaceship Purchaser, Inc. (dba Squarespace) |
|
First lien senior secured delayed draw term loan |
|
10/2027 |
|
— |
|
|
25,836 |
|
|
— |
|
| Tamarack Intermediate, L.L.C. (dba Verisk 3E) |
|
First lien senior secured delayed draw term loan |
|
7/2027 |
|
934 |
|
|
2,242 |
|
|
— |
|
| Themis Solutions Inc. (dba Clio) |
|
First lien senior secured delayed draw term loan |
|
10/2027 |
|
— |
|
|
34,320 |
|
|
(343) |
|
| Tricentis Operations Holdings, Inc. |
|
First lien senior secured delayed draw term loan |
|
2/2027 |
|
— |
|
|
22,480 |
|
|
(112) |
|
| Unit4 Group Holding B.V. |
|
First lien senior secured EUR delayed draw term loan |
|
1/2030 |
|
— |
|
|
5,692 |
|
|
— |
|
| Unit4 Group Holding B.V. |
|
First lien senior secured EUR term loan |
|
1/2033 |
|
— |
|
|
60,710 |
|
|
— |
|
| Zendesk, Inc. |
|
First lien senior secured delayed draw term loan |
|
5/2026 |
|
— |
|
|
12,295 |
|
|
— |
|
| Accommodations Plus Technologies LLC |
|
First lien senior secured revolving loan |
|
5/2032 |
|
— |
|
|
7,533 |
|
|
(113) |
|
| Acquia Inc.* |
|
First lien senior secured revolving loan |
|
10/2026 |
|
11,789 |
|
|
— |
|
|
— |
|
| Activate Holdings (US) Corp. (dba Absolute Software) |
|
First lien senior secured revolving loan |
|
7/2029 |
|
— |
|
|
3,363 |
|
|
— |
|
| Aerosmith Bidco 1 Limited (dba Audiotonix) |
|
First lien senior secured revolving loan |
|
7/2030 |
|
— |
|
|
28,149 |
|
|
— |
|
| AI Titan Parent, Inc. (dba Prometheus Group) |
|
First lien senior secured revolving loan |
|
8/2031 |
|
— |
|
|
6,274 |
|
|
(63) |
|
| AmeriLife Holdings LLC |
|
First lien senior secured revolving loan |
|
8/2028 |
|
816 |
|
|
4,081 |
|
|
— |
|
| Anaplan, Inc. |
|
First lien senior secured revolving loan |
|
6/2028 |
|
— |
|
|
12,963 |
|
|
— |
|
| Appfire Technologies, LLC |
|
First lien senior secured revolving loan |
|
3/2028 |
|
175 |
|
|
641 |
|
|
— |
|
| Aptean Acquiror, Inc. (dba Aptean) |
|
First lien senior secured revolving loan |
|
1/2031 |
|
272 |
|
|
680 |
|
|
— |
|
| Arrow Borrower 2025, Inc. (dba AvidXchange) |
|
First lien senior secured revolving loan |
|
10/2032 |
|
— |
|
|
5,040 |
|
|
(25) |
|
| Artifact Bidco, Inc. (dba Avetta) |
|
First lien senior secured revolving loan |
|
7/2030 |
|
— |
|
|
6,046 |
|
|
— |
|
| Associations, Inc. |
|
First lien senior secured revolving loan |
|
7/2028 |
|
— |
|
|
6,131 |
|
|
— |
|
| Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.) |
|
First lien senior secured revolving loan |
|
3/2031 |
|
— |
|
|
10,450 |
|
|
— |
|
| Bamboo US BidCo LLC |
|
First lien senior secured revolving loan |
|
10/2029 |
|
— |
|
|
5,128 |
|
|
— |
|
| Bayshore Intermediate #2, L.P. (dba Boomi) |
|
First lien senior secured revolving loan |
|
10/2027 |
|
3,257 |
|
|
9,875 |
|
|
— |
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded |
| Portfolio Company |
|
Commitment Type |
|
Commitment Expiration Date |
|
Funded Commitment |
|
Commitment |
|
Fair Value(23) |
| BCPE Osprey Buyer, Inc. (dba PartsSource) |
|
First lien senior secured revolving loan |
|
8/2026 |
|
10,193 |
|
|
2,039 |
|
|
— |
|
| BCTO BSI Buyer, Inc. (dba Buildertrend) |
|
First lien senior secured revolving loan |
|
12/2028 |
|
— |
|
|
11,250 |
|
|
— |
|
| Bracket Intermediate Holding Corp. |
|
First lien senior secured revolving loan |
|
10/2031 |
|
— |
|
|
3,502 |
|
|
(35) |
|
| Bristol Hospice L.L.C. |
|
First lien senior secured revolving loan |
|
8/2032 |
|
— |
|
|
1,742 |
|
|
— |
|
| BTRS Holdings Inc. (dba Billtrust) |
|
First lien senior secured revolving loan |
|
12/2028 |
|
12,596 |
|
|
9,447 |
|
|
— |
|
| BusinessSolver.com, Inc. |
|
First lien senior secured revolving loan |
|
12/2032 |
|
— |
|
|
5,634 |
|
|
(28) |
|
| Cambrex Corporation |
|
First lien senior secured revolving loan |
|
3/2032 |
|
292 |
|
|
4,810 |
|
|
— |
|
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.) |
|
First lien senior secured revolving loan |
|
8/2027 |
|
830 |
|
|
5,959 |
|
|
— |
|
| CCI BUYER, INC. (dba Consumer Cellular) |
|
First lien senior secured revolving loan |
|
5/2032 |
|
— |
|
|
4,386 |
|
|
— |
|
| CCM Midco, LLC (f/k/a Cresset Capital Management, LLC) |
|
First lien senior secured revolving loan |
|
6/2029 |
|
— |
|
|
1,119 |
|
|
— |
|
| Certinia Inc. |
|
First lien senior secured revolving loan |
|
8/2031 |
|
— |
|
|
18,385 |
|
|
(46) |
|
| CivicPlus, LLC |
|
First lien senior secured revolving loan |
|
8/2030 |
|
— |
|
|
8,734 |
|
|
— |
|
| Commander Buyer, Inc. (dba CenExel) |
|
First lien senior secured revolving loan |
|
6/2032 |
|
— |
|
|
6,024 |
|
|
— |
|
| CoreTrust Purchasing Group LLC |
|
First lien senior secured revolving loan |
|
10/2029 |
|
— |
|
|
3,789 |
|
|
— |
|
| Coupa Holdings, LLC |
|
First lien senior secured revolving loan |
|
2/2029 |
|
— |
|
|
5,852 |
|
|
— |
|
| Creek Parent, Inc. (dba Catalent) |
|
First lien senior secured revolving loan |
|
12/2031 |
|
— |
|
|
25,111 |
|
|
(126) |
|
| Crewline Buyer, Inc. (dba New Relic) |
|
First lien senior secured revolving loan |
|
11/2030 |
|
— |
|
|
21,393 |
|
|
(160) |
|
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant) |
|
First lien senior secured revolving loan |
|
8/2031 |
|
— |
|
|
20,378 |
|
|
— |
|
| Deerfield Dakota Holdings |
|
First lien senior secured revolving loan |
|
9/2032 |
|
— |
|
|
11,850 |
|
|
(59) |
|
| Delinea Buyer, Inc. (f/k/a Centrify) |
|
First lien senior secured revolving loan |
|
3/2027 |
|
— |
|
|
8,163 |
|
|
— |
|
| Denali Intermediate Holdings, Inc. (dba Dun & Bradstreet) |
|
First lien senior secured revolving loan |
|
8/2032 |
|
— |
|
|
8,636 |
|
|
(130) |
|
| Eagan Parent, Inc. (dba Elite) |
|
First lien senior secured revolving loan |
|
9/2032 |
|
— |
|
|
3,157 |
|
|
(16) |
|
| EET Buyer, Inc. (dba e-Emphasys) |
|
First lien senior secured revolving loan |
|
11/2027 |
|
— |
|
|
6,150 |
|
|
— |
|
| Einstein Parent, Inc. (dba Smartsheet) |
|
First lien senior secured revolving loan |
|
1/2031 |
|
— |
|
|
10,881 |
|
|
(82) |
|
| EresearchTechnology, Inc. (dba Clario) |
|
First lien senior secured revolving loan |
|
10/2031 |
|
— |
|
|
6,318 |
|
|
— |
|
| Flexera Software LLC |
|
First lien senior secured revolving loan |
|
8/2032 |
|
— |
|
|
1,348 |
|
|
(3) |
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded |
| Portfolio Company |
|
Commitment Type |
|
Commitment Expiration Date |
|
Funded Commitment |
|
Commitment |
|
Fair Value(23) |
| Forescout Technologies, Inc. |
|
First lien senior secured revolving loan |
|
5/2031 |
|
— |
|
|
11,930 |
|
|
(60) |
|
| Foundation Consumer Brands, LLC |
|
First lien senior secured revolving loan |
|
2/2029 |
|
— |
|
|
575 |
|
|
(3) |
|
| Gainsight, Inc. |
|
First lien senior secured revolving loan |
|
7/2027 |
|
— |
|
|
5,633 |
|
|
— |
|
| Galway Borrower LLC |
|
First lien senior secured revolving loan |
|
9/2028 |
|
34 |
|
|
162 |
|
|
— |
|
| Gerson Lehrman Group, Inc. |
|
First lien senior secured revolving loan |
|
12/2028 |
|
— |
|
|
1,913 |
|
|
— |
|
| GI Ranger Intermediate, LLC (dba Rectangle Health) |
|
First lien senior secured revolving loan |
|
10/2027 |
|
295 |
|
|
1,916 |
|
|
— |
|
| Granicus, Inc. |
|
First lien senior secured revolving loan |
|
1/2031 |
|
— |
|
|
548 |
|
|
— |
|
| GS Acquisitionco, Inc. (dba insightsoftware) |
|
First lien senior secured revolving loan |
|
5/2028 |
|
1,777 |
|
|
3,022 |
|
|
— |
|
| H&F Opportunities LUX III S.À R.L (dba Checkmarx) |
|
First lien senior secured revolving loan |
|
4/2027 |
|
— |
|
|
25,000 |
|
|
— |
|
| Himalaya Topco LLC (dba HealthEdge) |
|
First lien senior secured revolving loan |
|
6/2032 |
|
— |
|
|
14,509 |
|
|
(145) |
|
| Hyland Software, Inc. |
|
First lien senior secured revolving loan |
|
9/2029 |
|
— |
|
|
7,172 |
|
|
— |
|
| Icefall Parent, Inc. (dba EngageSmart) |
|
First lien senior secured revolving loan |
|
1/2030 |
|
— |
|
|
2,957 |
|
|
— |
|
| Indikami Bidco, LLC (dba IntegriChain) |
|
First lien senior secured revolving loan |
|
6/2030 |
|
9,906 |
|
|
3,128 |
|
|
— |
|
| Integrity Marketing Acquisition, LLC |
|
First lien senior secured revolving loan |
|
8/2028 |
|
— |
|
|
4,294 |
|
|
— |
|
| Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)* |
|
First lien senior secured revolving loan |
|
8/2026 |
|
10,847 |
|
|
— |
|
|
— |
|
| Interoperability Bidco, Inc. (dba Lyniate) |
|
First lien senior secured revolving loan |
|
3/2028 |
|
1,805 |
|
|
7,222 |
|
|
— |
|
| IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.)) |
|
First lien senior secured revolving loan |
|
12/2028 |
|
— |
|
|
14,862 |
|
|
— |
|
| Iris Specialty Acquisition LLC (dba Integrated Specialty Coverages) |
|
First lien senior secured revolving loan |
|
11/2032 |
|
— |
|
|
484 |
|
|
(2) |
|
| Jeppesen Holdings, LLC |
|
First lien senior secured multi-currency revolving loan |
|
10/2032 |
|
— |
|
|
2,286 |
|
|
(17) |
|
| JS Parent, Inc. (dba Jama Software) |
|
First lien senior secured revolving loan |
|
4/2031 |
|
— |
|
|
2,647 |
|
|
— |
|
| KWOL Acquisition, Inc. (dba Worldwide Clinical Trials) |
|
First lien senior secured revolving loan |
|
12/2029 |
|
— |
|
|
16,594 |
|
|
(41) |
|
| Lighthouse Buyer, Inc. (dba Harbor Compliance) |
|
First lien senior secured revolving loan |
|
12/2031 |
|
548 |
|
|
2,192 |
|
|
— |
|
| Litera Bidco LLC |
|
First lien senior secured revolving loan |
|
5/2028 |
|
— |
|
|
10,004 |
|
|
— |
|
| LogRhythm, Inc. |
|
First lien senior secured revolving loan |
|
7/2029 |
|
— |
|
|
475 |
|
|
(20) |
|
| Magnet Forensics, LLC (f/k/a Grayshift, LLC) |
|
First lien senior secured revolving loan |
|
7/2028 |
|
— |
|
|
6,774 |
|
|
— |
|
| ManTech International Corporation |
|
First lien senior secured revolving loan |
|
9/2028 |
|
— |
|
|
9,460 |
|
|
— |
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded |
| Portfolio Company |
|
Commitment Type |
|
Commitment Expiration Date |
|
Funded Commitment |
|
Commitment |
|
Fair Value(23) |
| McQueen Bidco PTY LTD. (dba Infomedia) |
|
First lien senior secured revolving loan |
|
12/2032 |
|
— |
|
|
13,040 |
|
|
(33) |
|
| MINDBODY, Inc. |
|
First lien senior secured revolving loan |
|
9/2027 |
|
— |
|
|
7,143 |
|
|
— |
|
| Ministry Brands Holdings, LLC |
|
First lien senior secured revolving loan |
|
12/2027 |
|
61 |
|
|
676 |
|
|
— |
|
| Minotaur Acquisition, Inc. (dba Inspira Financial) |
|
First lien senior secured revolving loan |
|
6/2030 |
|
— |
|
|
12,863 |
|
|
— |
|
| Modernizing Medicine, Inc. (dba ModMed) |
|
First lien senior secured revolving loan |
|
4/2032 |
|
— |
|
|
13,578 |
|
|
(68) |
|
| Monotype Imaging Holdings Inc. |
|
First lien senior secured revolving loan |
|
2/2030 |
|
— |
|
|
15,982 |
|
|
— |
|
| Natural Partners, LLC |
|
First lien senior secured revolving loan |
|
11/2030 |
|
— |
|
|
1,590 |
|
|
— |
|
| Neptune Holdings, Inc. (dba NexTech) |
|
First lien senior secured revolving loan |
|
8/2029 |
|
— |
|
|
1,471 |
|
|
(4) |
|
| NMI Acquisitionco, Inc. (dba Network Merchants) |
|
First lien senior secured revolving loan |
|
9/2028 |
|
— |
|
|
1,115 |
|
|
— |
|
| OECONNECTION LLC |
|
First lien senior secured revolving loan |
|
12/2032 |
|
— |
|
|
5,791 |
|
|
(29) |
|
| OneOncology, LLC |
|
First lien senior secured revolving loan |
|
6/2029 |
|
— |
|
|
9,300 |
|
|
— |
|
| One, Inc. Software Corporation |
|
First lien senior secured revolving loan |
|
12/2032 |
|
— |
|
|
11,098 |
|
|
(55) |
|
| Packaging Coordinators Midco, Inc. |
|
First lien senior secured revolving loan |
|
10/2032 |
|
— |
|
|
14,366 |
|
|
(72) |
|
| PDI TA Holdings, Inc. |
|
First lien senior secured revolving loan |
|
2/2031 |
|
1,660 |
|
|
604 |
|
|
— |
|
| PetVet Care Centers, LLC |
|
First lien senior secured revolving loan |
|
11/2029 |
|
1,075 |
|
|
9,671 |
|
|
— |
|
| Pike Corp. |
|
First lien senior secured revolving loan |
|
12/2032 |
|
— |
|
|
3,723 |
|
|
(19) |
|
| QAD, Inc. |
|
First lien senior secured revolving loan |
|
11/2027 |
|
— |
|
|
11,429 |
|
|
— |
|
| Relativity ODA LLC |
|
First lien senior secured revolving loan |
|
5/2029 |
|
— |
|
|
11,725 |
|
|
— |
|
| RL Datix Holdings (USA), Inc. |
|
First lien senior secured revolving loan |
|
10/2030 |
|
— |
|
|
20,708 |
|
|
— |
|
| Salinger Bidco Inc. (dba Surgical Information Systems) |
|
First lien senior secured revolving loan |
|
5/2031 |
|
762 |
|
|
8,379 |
|
|
— |
|
| Securonix, Inc. |
|
First lien senior secured revolving loan |
|
4/2028 |
|
— |
|
|
7,119 |
|
|
(694) |
|
| Sensor Technology Topco, Inc. (dba Humanetics) |
|
First lien senior secured revolving loan |
|
5/2028 |
|
1,846 |
|
|
3,694 |
|
|
— |
|
| Severin Acquisition, LLC (dba PowerSchool) |
|
First lien senior secured revolving loan |
|
10/2031 |
|
— |
|
|
11,696 |
|
|
(146) |
|
| Simplicity Financial Marketing Group Holdings, Inc. |
|
First lien senior secured revolving loan |
|
12/2031 |
|
— |
|
|
1,905 |
|
|
— |
|
| Smarsh Inc. |
|
First lien senior secured revolving loan |
|
2/2029 |
|
3,350 |
|
|
5,314 |
|
|
— |
|
| Spaceship Purchaser, Inc. (dba Squarespace) |
|
First lien senior secured revolving loan |
|
10/2031 |
|
— |
|
|
21,530 |
|
|
— |
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded |
| Portfolio Company |
|
Commitment Type |
|
Commitment Expiration Date |
|
Funded Commitment |
|
Commitment |
|
Fair Value(23) |
| Talon MidCo 2 Limited |
|
First lien senior secured revolving loan |
|
8/2028 |
|
— |
|
|
2,976 |
|
|
— |
|
| Tamarack Intermediate, L.L.C. (dba Verisk 3E) |
|
First lien senior secured revolving loan |
|
3/2029 |
|
— |
|
|
1,682 |
|
|
— |
|
| Themis Solutions Inc. (dba Clio) |
|
First lien senior secured revolving loan |
|
10/2032 |
|
— |
|
|
28,600 |
|
|
(286) |
|
| Thunder Purchaser, Inc. (dba Vector Solutions) |
|
First lien senior secured revolving loan |
|
6/2027 |
|
— |
|
|
11,250 |
|
|
— |
|
| Tricentis Operations Holdings, Inc. |
|
First lien senior secured revolving loan |
|
2/2032 |
|
— |
|
|
14,050 |
|
|
(140) |
|
| Unit4 Group Holding B.V. |
|
First lien senior secured EUR revolving loan |
|
1/2033 |
|
— |
|
|
7,589 |
|
|
— |
|
| Valeris, Inc. (fka Phantom Purchaser, Inc.) |
|
First lien senior secured revolving loan |
|
9/2031 |
|
— |
|
|
2,990 |
|
|
(7) |
|
| Velocity HoldCo III Inc. (dba VelocityEHS) |
|
First lien senior secured revolving loan |
|
5/2029 |
|
— |
|
|
4,485 |
|
|
— |
|
| Zendesk, Inc. |
|
First lien senior secured revolving loan |
|
11/2028 |
|
— |
|
|
14,756 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total non-controlled/non-affiliated - debt commitments |
|
|
|
$ |
245,522 |
|
|
$ |
1,725,732 |
|
|
$ |
(3,839) |
|
|
|
|
|
|
|
|
|
|
|
|
| Non-controlled/non-affiliated - equity commitments |
|
|
|
|
|
|
|
|
| Chrome Investors LP |
|
LP Interest |
|
N/A |
|
$ |
16,407 |
|
|
$ |
4,102 |
|
|
$ |
— |
|
| Valor Compute Infrastructure L.P. |
|
LP Interest |
|
N/A |
|
2,160 |
|
|
4,011 |
|
|
— |
|
| Total non-controlled/non-affiliated - equity commitments |
|
|
|
$ |
18,567 |
|
|
$ |
8,113 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
| Non-controlled/affiliated - debt commitments |
|
|
|
|
|
|
|
|
| Pluralsight, LLC |
|
First lien senior secured delayed draw term loan |
|
8/2029 |
|
$ |
— |
|
|
$ |
12,649 |
|
|
$ |
(253) |
|
| Walker Edison Furniture Company LLC |
|
First lien senior secured delayed draw term loan |
|
3/2027 |
|
1,027 |
|
|
440 |
|
|
— |
|
| Walker Edison Furniture Company LLC |
|
First lien senior secured delayed draw term loan |
|
2/2026 |
|
474 |
|
|
677 |
|
|
— |
|
| Pluralsight, LLC |
|
First lien senior secured revolving loan |
|
8/2029 |
|
— |
|
|
5,060 |
|
|
(101) |
|
| Walker Edison Furniture Company LLC* |
|
First lien senior secured revolving loan |
|
3/2027 |
|
4,495 |
|
|
— |
|
|
— |
|
| Total non-controlled/affiliated - debt commitments |
|
|
|
$ |
5,996 |
|
|
$ |
18,826 |
|
|
$ |
(354) |
|
|
|
|
|
|
|
|
|
|
|
|
| Non-controlled/affiliated - equity commitments |
|
|
|
|
|
|
|
|
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC |
|
Specialty finance equity investment |
|
N/A |
|
$ |
7,366 |
|
|
$ |
10,780 |
|
|
$ |
— |
|
| LSI Financing LLC |
|
Specialty finance equity investment |
|
N/A |
|
93,314 |
|
|
31,120 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
| Total non-controlled/affiliated - equity commitments |
|
|
|
$ |
100,680 |
|
|
$ |
41,900 |
|
|
$ |
— |
|
| Total Portfolio Company Commitments |
|
|
|
$ |
370,765 |
|
|
$ |
1,794,571 |
|
|
$ |
(4,193) |
|
*Fully funded
(23)The negative cost and fair value results from unamortized fees, which are capitalized to the investment cost of unfunded commitments.
(24)As defined in the Investment Company Act of 1940, as amended (the “1940 Act”), the Company is deemed to “control” a portfolio company if the Company owns more than 25% of the portfolio company's voting securities or has the power to exercise control over management or policies, including
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
through a management agreement. As defined in the 1940 Act, the Company is an “affiliated person” of this portfolio company if the Company owns more than 5% or more of the portfolio company’s outstanding voting securities. Transactions related to the Company’s investments in non-controlled affiliates and controlled affiliates for the period ended December 31, 2025 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company |
|
Fair Value at December 31, 2024 |
|
Gross Additions (a) |
|
Gross Reductions (b) |
|
Net Change in Unrealized Gain/(Loss) |
|
Realized Gains/(Loss) |
|
Transfers |
|
Fair Value at December 31, 2025 |
|
Interest and PIK Interest Income |
|
Dividend and PIK Dividend Income |
|
Other Income |
| Non-Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c) |
|
$ |
— |
|
|
$ |
21,528 |
|
|
$ |
(25) |
|
|
$ |
489 |
|
|
$ |
— |
|
|
$ |
3,976 |
|
|
$ |
25,968 |
|
|
$ |
1,426 |
|
|
$ |
— |
|
|
$ |
19 |
|
AAM Series 2.1 Aviation Feeder, LLC(c) |
|
— |
|
|
28,799 |
|
|
(890) |
|
|
2,217 |
|
|
— |
|
|
3,960 |
|
|
34,086 |
|
|
1,776 |
|
|
— |
|
|
— |
|
| Blue Owl Cross-Strategy Opportunities LLC |
|
— |
|
|
57,713 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
57,713 |
|
|
— |
|
|
377 |
|
|
— |
|
| Coherent Group Inc. |
|
— |
|
|
15,241 |
|
|
(2) |
|
|
1,296 |
|
|
— |
|
|
— |
|
|
16,535 |
|
|
124 |
|
|
— |
|
|
— |
|
| Fifth Season Investments LLC |
|
62,517 |
|
|
117,209 |
|
|
— |
|
|
4,742 |
|
|
— |
|
|
— |
|
|
184,468 |
|
|
— |
|
|
16,685 |
|
|
— |
|
| Help HP SCF Investor, LP |
|
60,350 |
|
|
8 |
|
|
— |
|
|
(15,468) |
|
|
— |
|
|
— |
|
|
44,890 |
|
|
— |
|
|
— |
|
|
— |
|
| LSI Financing 1 DAC |
|
3,093 |
|
|
4,928 |
|
|
(1,001) |
|
|
(363) |
|
|
— |
|
|
— |
|
|
6,657 |
|
|
— |
|
|
555 |
|
|
— |
|
| LSI Financing LLC |
|
61,677 |
|
|
94,196 |
|
|
(63,695) |
|
|
10,057 |
|
|
— |
|
|
— |
|
|
102,235 |
|
|
— |
|
|
6,147 |
|
|
— |
|
| Pluralsight, LLC |
|
88,660 |
|
|
3,441 |
|
|
(152) |
|
|
(33,233) |
|
|
— |
|
|
— |
|
|
58,716 |
|
|
5,276 |
|
|
— |
|
|
109 |
|
| Securiti, Inc. |
|
— |
|
|
20,015 |
|
|
(106,865) |
|
|
— |
|
|
66,834 |
|
|
20,016 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Signifyd Inc. |
|
126,065 |
|
|
12,784 |
|
|
— |
|
|
17,396 |
|
|
— |
|
|
— |
|
|
156,245 |
|
|
— |
|
|
12,788 |
|
|
— |
|
| Walker Edison Furniture Company LLC |
|
4,941 |
|
|
7,095 |
|
|
(4,404) |
|
|
(2,943) |
|
|
— |
|
|
— |
|
|
4,689 |
|
|
(7) |
|
|
— |
|
|
(34) |
|
| Total Non-Controlled Affiliates |
|
$ |
407,303 |
|
|
$ |
382,957 |
|
|
$ |
(177,034) |
|
|
$ |
(15,810) |
|
|
$ |
66,834 |
|
|
$ |
27,952 |
|
|
$ |
692,202 |
|
|
$ |
8,595 |
|
|
$ |
36,552 |
|
|
$ |
94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Owl Credit SLF LLC (d) |
|
$ |
947 |
|
|
$ |
29,937 |
|
|
$ |
— |
|
|
$ |
(124) |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
30,760 |
|
|
$ |
— |
|
|
$ |
1,345 |
|
|
$ |
— |
|
Blue Owl Leasing LLC (d) |
|
— |
|
|
5,105 |
|
|
— |
|
|
(3) |
|
|
— |
|
|
— |
|
|
5,102 |
|
|
— |
|
|
— |
|
|
— |
|
| Stripe Blue Owl Holdings LLC |
|
— |
|
|
17,493 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17,493 |
|
|
— |
|
|
— |
|
|
— |
|
| Revolut Ribbit Holdings, LLC |
|
106,443 |
|
|
11 |
|
|
— |
|
|
70,951 |
|
|
— |
|
|
— |
|
|
177,405 |
|
|
— |
|
|
— |
|
|
— |
|
| Total Controlled Affiliates |
|
$ |
107,390 |
|
|
$ |
52,546 |
|
|
$ |
— |
|
|
$ |
70,824 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
230,760 |
|
|
$ |
— |
|
|
$ |
1,345 |
|
|
$ |
— |
|
(a)Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest (“PIK”) or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.
(b)Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.
(c)In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”) the Company made a minority investment in Amergin Asset Management, LLC, which has entered into a Servicing Agreement with Amergin AssetCo.
(d)For further description of the Company's investment in Blue Owl Credit SLF LLC (“Credit SLF”), and Blue Owl Leasing LLC (“Blue Owl Leasing”), see “Note 4 — Investments.”
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
(25)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, Athena CLO II, Athena CLO IV and CLO 2020-1. See “Note 5 — Debt”.
(26)This portfolio company is not pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, Athena CLO II, Athena CLO IV and CLO 2020-1. See “Note 5 — Debt”.
(27)As of December 31, 2025, the net estimated unrealized gain for U.S. federal income tax purposes was $335.5 million based on a tax cost basis of $14.0 billion. As of December 31, 2025, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $101.7 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $437.2 million.
(28)Loan was on non-accrual status as of December 31, 2025.
(29)Non-income producing investment.
(30)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2025, the aggregate fair value of these securities is $2.2 billion or 27.7% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
Acquisition Date |
| 6Sense Insights, Inc. |
|
Series E-1 Preferred Stock |
|
January 20, 2022 |
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC |
|
Specialty finance equity investment |
|
July 01, 2022 |
| AAM Series 2.1 Aviation Feeder, LLC |
|
Specialty finance equity investment |
|
July 01, 2022 |
| Accelerate Topco Holdings, LLC |
|
Common Units |
|
March 24, 2025 |
| Acorns Grow Incorporated |
|
Series F Preferred Stock |
|
March 24, 2025 |
| Algolia, Inc. |
|
Series D Preferred Stock |
|
July 19, 2021 |
| Algolia, Inc. |
|
Series C Preferred Stock |
|
August 30, 2019 |
| Alpha Partners Technology Merger Corp |
|
Common stock |
|
July 23, 2021 |
| Alpha Partners Technology Merger Corp |
|
Warrants |
|
July 21, 2023 |
| AlphaSense, LLC |
|
Series E Preferred Shares |
|
June 27, 2024 |
| Amergin Asset Management, LLC |
|
Specialty finance equity investment |
|
July 01, 2022 |
| Arctic Wolf Networks, Inc. |
|
Preferred Stock |
|
July 07, 2021 |
| Axonius, Inc. |
|
Series E Preferred Stock |
|
March 24, 2025 |
| Baypine Commander Co-Invest, LP |
|
LP Interest |
|
June 24, 2025 |
|
|
|
|
|
| BEHP Co-Investor II, L.P. |
|
LP Interest |
|
May 06, 2022 |
| Blend Labs, Inc. |
|
Warrants |
|
July 02, 2021 |
Blue Owl Credit SLF LLC(a) |
|
LLC Interest |
|
August 01, 2024 |
| Blue Owl Cross-Strategy Opportunities LLC |
|
Specialty finance equity investment |
|
September 19, 2025 |
Blue Owl Leasing LLC(b) |
|
Joint Venture |
|
October 14, 2025 |
| Bolt Technology OÜ |
|
Preferred Stock |
|
December 10, 2021 |
| Brex, Inc. |
|
Class A Units |
|
August 15, 2025 |
| Brex, Inc. |
|
Preferred Stock |
|
November 30, 2021 |
| Brooklyn Lender Co-Invest 2, L.P. (dba Boomi) |
|
Common Units |
|
October 01, 2021 |
| Chrome Investors LP |
|
LP Interest |
|
January 25, 2025 |
| Circle Internet Services, Inc. |
|
Series D Preferred Stock |
|
May 20, 2019 |
| Circle Internet Services, Inc. |
|
Series E Preferred Stock |
|
February 28, 2020 |
| Circle Internet Services, Inc. |
|
Series F Preferred Stock |
|
May 04, 2021 |
| Circle Internet Services, Inc. |
|
Warrants |
|
May 20, 2019 |
| CloudPay, Inc. |
|
Series E Preferred Stock |
|
July 31, 2024 |
| Coherent Group Inc. |
|
Series B Preferred Shares |
|
March 24, 2025 |
| Diligent Preferred Issuer, Inc. (dba Diligent Corporation) |
|
Preferred Stock |
|
April 06, 2021 |
| Dodge Construction Network Holdings, L.P. |
|
Series A Preferred Units |
|
March 16, 2022 |
| Dodge Construction Network Holdings, L.P. |
|
Class A-2 Common Units |
|
March 16, 2022 |
| Elliott Alto Co-Investor Aggregator L.P. |
|
LP Interest |
|
September 28, 2022 |
| EShares, Inc. (dba Carta) |
|
Series E Preferred Stock |
|
August 01, 2019 |
| Excalibur CombineCo, L.P. |
|
Class A Units |
|
July 02, 2024 |
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
Acquisition Date |
| Fifth Season Investments LLC |
|
Specialty finance equity investment |
|
October 17, 2022 |
| Fifth Season Investments LLC |
|
Specialty finance equity investment |
|
November 03, 2025 |
| Halo Purchaser, LLC |
|
Class H Warrant Units |
|
October 15, 2021 |
| Halo Purchaser, LLC |
|
Class B PIK Preferred Equity |
|
October 15, 2021 |
| HARNESS INC. |
|
Series D Preferred Stock |
|
June 11, 2024 |
| Help HP SCF Investor, LP |
|
LP Interest |
|
April 28, 2021 |
| Illumio, Inc. |
|
Common stock |
|
August 27, 2021 |
| Illumio, Inc. |
|
Series F Preferred Stock |
|
June 23, 2021 |
| Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC) |
|
LP Interest |
|
June 08, 2022 |
| JumpCloud, Inc. |
|
Series F Preferred Stock |
|
September 03, 2021 |
| JumpCloud, Inc. |
|
Series B Preferred Stock |
|
December 30, 2021 |
| Juniper Square, Inc. |
|
Warrants |
|
March 24, 2025 |
| Kajabi Holdings, LLC |
|
Senior Preferred Class D Units |
|
March 24, 2021 |
| Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.) |
|
Perpetual Preferred Stock |
|
June 22, 2022 |
| KPCI Co-Invest 2, L.P. |
|
Class A Units |
|
October 15, 2025 |
| KWOL Acquisition, Inc. (dba Worldwide Clinical Trials) |
|
Class A Interest |
|
December 12, 2023 |
| Linked Store Cayman Ltd. (dba Nuvemshop) |
|
Series E Preferred Stock |
|
August 09, 2021 |
| LSI Financing 1 DAC |
|
Specialty finance equity investment |
|
December 14, 2022 |
| LSI Financing LLC |
|
Specialty finance equity investment |
|
November 25, 2024 |
| Bird Holding B.V. (fka MessageBird Holding B.V.) |
|
Extended Series C Warrants |
|
May 05, 2021 |
| Minerva Holdco, Inc. |
|
Senior A Preferred Stock |
|
February 14, 2022 |
| ModMed Software Midco Holdings, Inc. (dba ModMed) |
|
Series A Preferred Units |
|
April 30, 2025 |
| Nscale Global Holdings Limited |
|
Preferred equity |
|
September 29, 2025 |
| Nscale Global Holdings Limited |
|
Series B Preferred Shares |
|
September 29, 2025 |
| Nylas, Inc. |
|
Series C Preferred Stock |
|
June 03, 2021 |
| Orange Blossom Parent, Inc. |
|
Common Units |
|
March 24, 2025 |
| Paradigmatic Holdco LLC (dba Pluralsight) |
|
Common stock |
|
August 22, 2024 |
| Project Alpine Co-Invest Fund, LP |
|
LP Interest |
|
June 13, 2022 |
| Project Hotel California Co-Invest Fund, L.P. |
|
LP Interest |
|
August 09, 2022 |
| Replicated, Inc. |
|
Series C Preferred Stock |
|
June 30, 2021 |
| Revolut Ribbit Holdings, LLC |
|
LLC Interest |
|
September 30, 2021 |
| Rome Topco Holdings, LLC (dba SimpliSafe) |
|
Class A Units |
|
November 06, 2025 |
| Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers) |
|
Series A Preferred Stock |
|
November 15, 2023 |
| Saturn Ultimate, Inc. |
|
Common stock |
|
December 29, 2021 |
| Stripe Blue Owl Holdings LLC |
|
Joint Venture |
|
December 09, 2025 |
| Signifyd Inc. |
|
Preferred equity |
|
April 08, 2021 |
| Simpler Postage, Inc. (dba Easypost) |
|
Warrants |
|
June 11, 2024 |
| SLA Eclipse Co-Invest, L.P. |
|
LP Interest |
|
September 30, 2019 |
| Space Exploration Technologies Corp. |
|
Class A Common Stock |
|
March 23, 2021 |
| Space Exploration Technologies Corp. |
|
Class C Common Stock |
|
March 23, 2021 |
| Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand, Inc.) |
|
Series A Preferred Stock |
|
October 14, 2021 |
| Thunder Topco L.P. (dba Vector Solutions) |
|
Common Units |
|
June 30, 2021 |
| TravelPerk, Inc. |
|
Warrants |
|
May 02, 2024 |
| Valor Compute Infrastructure L.P. |
|
LP Interest |
|
October 03, 2025 |
| VCI Intermediate TopCo 1 LLC |
|
Class B Units |
|
November 17, 2025 |
| Veeam Software Group |
|
Series C Preferred Shares |
|
December 08, 2025 |
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
Acquisition Date |
| VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.) |
|
Series A Preferred Stock |
|
October 15, 2021 |
| Vestwell Holdings Inc. |
|
Series D Preferred Stock |
|
December 20, 2023 |
| Walker Edison Holdco LLC |
|
Common Units |
|
March 01, 2023 |
| WMC Bidco, Inc. (dba West Monroe) |
|
Senior Preferred Stock |
|
November 09, 2021 |
| WP Irving Co-Invest, L.P. |
|
Partnership Units |
|
May 18, 2022 |
| XOMA Corporation |
|
Warrants |
|
December 15, 2023 |
| Zoro TopCo, Inc. |
|
Series A Preferred Equity |
|
November 22, 2022 |
| Zoro TopCo, L.P. |
|
Class A Common Units |
|
November 22, 2022 |
(a) Refer to “Note 4 — Investments – Blue Owl Credit SLF LLC” for further information.
(b) Refer to “Note 4 — Investments – Blue Owl Leasing LLC” for further information.
(31)This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2025, non-qualifying assets represented 16.1% of total assets as calculated in accordance with the regulatory requirements.
(32)Harness Inc. has retained 304,990 shares until June 11, 2026 as a security for indemnity obligations detailed in the Merger Agreement with Split Software, Inc.
(33)Reserved.
(34)BOCSO was formed to hold alternative credit assets, including asset-based finance (“ABF”). ABF is a subsector of private credit focused on generating income from pools of financial, physical or other assets. As of December 31, 2025, the portfolio consists of three investments totaling $0.5 billion at cost and fair value, respectively, ranging in cost from $24.8 million to $304.4 million and with a fair value ranging from $24.8 million to $303.9 million. The largest investment is 62% of the total cost of BOCSO's portfolio. As of December 31, 2025 the portfolio asset class composition was 62% ABF - Specialty finance, 33% ABF - Leasing, and 5% ABF - Commercial Real Estate.
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(7)(17)(19) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(3) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-controlled/non-affiliated portfolio company investments |
|
|
|
|
|
|
|
|
| Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aerospace & defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ManTech International Corporation(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
9/2029 |
|
$ |
6,988 |
|
|
$ |
6,988 |
|
|
$ |
6,988 |
|
|
0.2 |
% |
| Peraton Corp.(3)(6)(9)(13) |
|
Second lien senior secured loan |
|
S+ |
|
7.75% |
|
2/2029 |
|
84,551 |
|
|
83,762 |
|
|
68,148 |
|
|
1.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,750 |
|
|
75,136 |
|
|
2.1 |
% |
| Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AI Titan Parent, Inc. (dba Prometheus Group)(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
4.75% |
|
8/2031 |
|
22,642 |
|
|
22,423 |
|
|
22,415 |
|
|
0.6 |
% |
| AlphaSense, Inc.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
6.25% |
|
6/2029 |
|
27,383 |
|
|
27,132 |
|
|
27,110 |
|
|
0.7 |
% |
| Anaplan, Inc.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.25% |
|
6/2029 |
|
50,696 |
|
|
50,596 |
|
|
50,696 |
|
|
1.4 |
% |
| Armstrong Bidco Limited(6)(11)(13)(14)(22) |
|
First lien senior secured GBP term loan |
|
SA+ |
|
5.25% |
|
6/2029 |
|
£ |
8,086 |
|
|
9,775 |
|
|
10,077 |
|
|
0.3 |
% |
| Artifact Bidco, Inc. (dba Avetta)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
4.50% |
|
7/2031 |
|
15,982 |
|
|
15,907 |
|
|
15,902 |
|
|
0.4 |
% |
| Avalara, Inc.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
6.25% |
|
10/2028 |
|
9,091 |
|
|
8,994 |
|
|
9,091 |
|
|
0.3 |
% |
| Boxer Parent Company Inc. (f/k/a BMC)(3)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
3.75% |
|
7/2031 |
|
10,000 |
|
|
9,977 |
|
|
10,074 |
|
|
0.3 |
% |
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
5.50% |
|
8/2027 |
|
78,766 |
|
|
77,760 |
|
|
76,477 |
|
|
2.1 |
% |
| CivicPlus, LLC(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
5.75% |
|
8/2027 |
|
68,151 |
|
|
67,813 |
|
|
68,151 |
|
|
1.9 |
% |
| Coupa Holdings, LLC(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.25% |
|
2/2030 |
|
781 |
|
|
781 |
|
|
781 |
|
|
— |
% |
| CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC)(6)(10)(13) |
|
Unsecured notes |
|
S+ |
|
11.75% PIK |
|
6/2034 |
|
46,503 |
|
|
45,760 |
|
|
46,503 |
|
|
1.3 |
% |
| Diamondback Acquisition, Inc. (dba Sphera)(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.50% |
|
9/2028 |
|
75,864 |
|
|
74,948 |
|
|
75,485 |
|
|
2.1 |
% |
| Fullsteam Operations, LLC(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
8.25% |
|
11/2029 |
|
15,407 |
|
|
15,003 |
|
|
15,407 |
|
|
0.4 |
% |
| Fullsteam Operations, LLC(6)(9)(13)(14) |
|
First lien senior secured delayed draw term loan |
|
S+ |
|
7.00% |
|
11/2029 |
|
969 |
|
|
915 |
|
|
961 |
|
|
— |
% |
| Gainsight, Inc.(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
6.00% |
|
7/2027 |
|
70,687 |
|
|
70,190 |
|
|
70,687 |
|
|
1.9 |
% |
| Granicus, Inc.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.75% (2.25% PIK) |
|
1/2031 |
|
1,960 |
|
|
1,943 |
|
|
1,960 |
|
|
0.1 |
% |
| Granicus, Inc.(6)(9)(13) |
|
First lien senior secured delayed draw term loan |
|
S+ |
|
5.25% (2.25% PIK) |
|
1/2031 |
|
290 |
|
|
288 |
|
|
287 |
|
|
— |
% |
| GS Acquisitionco, Inc. (dba insightsoftware)(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
5.25% |
|
5/2028 |
|
52,817 |
|
|
52,654 |
|
|
52,413 |
|
|
1.4 |
% |
| JS Parent, Inc. (dba Jama Software)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
4/2031 |
|
13,642 |
|
|
13,579 |
|
|
13,642 |
|
|
0.4 |
% |
| Magnet Forensics, LLC (f/k/a Grayshift, LLC)(6)(8)(13)(22) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
7/2028 |
|
27,761 |
|
|
27,731 |
|
|
27,761 |
|
|
0.8 |
% |
| Ministry Brands Holdings, LLC(6)(8)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
5.50% |
|
12/2028 |
|
8,224 |
|
|
8,120 |
|
|
8,163 |
|
|
0.2 |
% |
| Simpler Postage, Inc. (dba Easypost)(6)(8)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
8.00% |
|
6/2029 |
|
19,215 |
|
|
18,328 |
|
|
18,322 |
|
|
0.5 |
% |
| Tamarack Intermediate, L.L.C. (dba Verisk 3E)(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
5.75% |
|
3/2028 |
|
12,117 |
|
|
11,964 |
|
|
12,056 |
|
|
0.3 |
% |
| Velocity HoldCo III Inc. (dba VelocityEHS)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.50% |
|
4/2027 |
|
40,208 |
|
|
39,802 |
|
|
40,208 |
|
|
1.1 |
% |
| XPLOR T1, LLC(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
3.50% |
|
6/2031 |
|
4,988 |
|
|
4,988 |
|
|
5,025 |
|
|
0.1 |
% |
| Zendesk, Inc.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
11/2028 |
|
52,903 |
|
|
52,170 |
|
|
52,903 |
|
|
1.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(7)(17)(19) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(3) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
729,541 |
|
|
732,557 |
|
|
20.1 |
% |
| Banks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Finastra USA, Inc.(6)(9)(13)(14)(22) |
|
First lien senior secured loan |
|
S+ |
|
7.25% |
|
9/2029 |
|
76,194 |
|
|
75,417 |
|
|
76,194 |
|
|
2.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,417 |
|
|
76,194 |
|
|
2.1 |
% |
| Building products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EET Buyer, Inc. (dba e-Emphasys)(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
4.75% |
|
11/2027 |
|
56,056 |
|
|
55,678 |
|
|
56,056 |
|
|
1.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,678 |
|
|
56,056 |
|
|
1.5 |
% |
| Buildings & Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Associations Finance, Inc.(13)(25) |
|
Unsecured notes |
|
|
|
14.25% PIK |
|
5/2030 |
|
19,978 |
|
|
19,845 |
|
|
19,978 |
|
|
0.6 |
% |
| Associations, Inc.(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
6.50% |
|
7/2028 |
|
51,699 |
|
|
51,649 |
|
|
51,699 |
|
|
1.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,494 |
|
|
71,677 |
|
|
2.0 |
% |
| Commercial Services & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SimpliSafe Holding Corporation(6)(8)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
6.25% |
|
5/2028 |
|
904 |
|
|
893 |
|
|
904 |
|
|
— |
% |
| Pye-Barker Fire & Safety, LLC(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
4.50% |
|
5/2031 |
|
18,740 |
|
|
18,638 |
|
|
18,693 |
|
|
0.5 |
% |
| Pye-Barker Fire & Safety, LLC(6)(9)(13)(14) |
|
First lien senior secured revolving loan |
|
S+ |
|
4.50% |
|
5/2030 |
|
341 |
|
|
329 |
|
|
334 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,860 |
|
|
19,931 |
|
|
0.5 |
% |
| Consumer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Klarna Holding AB(6)(9)(13) |
|
Subordinated Floating Rate Notes |
|
|
|
7.00% |
|
4/2034 |
|
32,667 |
|
|
32,667 |
|
|
32,667 |
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,667 |
|
|
32,667 |
|
|
0.9 |
% |
| Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Icefall Parent, Inc. (dba EngageSmart)(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
6.50% |
|
1/2030 |
|
12,783 |
|
|
12,557 |
|
|
12,783 |
|
|
0.4 |
% |
| Litera Bidco LLC(6)(8)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
5/2028 |
|
130,589 |
|
|
129,990 |
|
|
130,263 |
|
|
3.6 |
% |
| Relativity ODA LLC(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
4.50% |
|
5/2029 |
|
92,129 |
|
|
91,781 |
|
|
91,899 |
|
|
2.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
234,328 |
|
|
234,945 |
|
|
6.5 |
% |
| Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(13)(14)(25) |
|
First lien senior secured loan |
|
|
|
12.00% PIK |
|
7/2030 |
|
2,507 |
|
|
2,490 |
|
|
2,507 |
|
|
0.1 |
% |
| AAM Series 2.1 Aviation Feeder, LLC(13)(14)(25) |
|
First lien senior secured loan |
|
|
|
12.00% PIK |
|
11/2030 |
|
2,534 |
|
|
2,534 |
|
|
2,534 |
|
|
0.1 |
% |
| Blackhawk Network Holdings, Inc.(3)(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
3/2029 |
|
59,700 |
|
|
58,613 |
|
|
60,363 |
|
|
1.7 |
% |
| BTRS HOLDINGS INC. (dba Billtrust)(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
7.25% |
|
12/2028 |
|
944 |
|
|
924 |
|
|
941 |
|
|
— |
% |
| Computer Services, Inc. (dba CSI)(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
5.25% |
|
11/2029 |
|
7,443 |
|
|
7,398 |
|
|
7,443 |
|
|
0.2 |
% |
| Computer Services, Inc. (dba CSI)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
4.75% |
|
11/2029 |
|
26,592 |
|
|
26,463 |
|
|
26,459 |
|
|
0.7 |
% |
| Hg Genesis 8 Sumoco Limited(6)(11)(13)(22) |
|
Unsecured facility |
|
SA+ |
|
7.00% PIK |
|
9/2027 |
|
£ |
16,420 |
|
|
20,996 |
|
|
20,565 |
|
|
0.6 |
% |
| Hg Genesis 9 SumoCo Limited(6)(12)(13)(22) |
|
Unsecured facility |
|
E+ |
|
6.25% PIK |
|
3/2029 |
|
€ |
9,187 |
|
|
10,055 |
|
|
9,513 |
|
|
0.3 |
% |
| Hg Saturn Luchaco Limited(6)(11)(13)(22) |
|
Unsecured facility |
|
SA+ |
|
7.50% PIK |
|
3/2026 |
|
£ |
38,430 |
|
|
48,784 |
|
|
48,130 |
|
|
1.3 |
% |
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(7)(17)(19) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(3) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Minotaur Acquisition, Inc. (dba Inspira Financial)(6)(8)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
6/2030 |
|
61,704 |
|
|
61,090 |
|
|
61,396 |
|
|
1.7 |
% |
| NMI Acquisitionco, Inc. (dba Network Merchants)(6)(8)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
9/2028 |
|
24,357 |
|
|
24,283 |
|
|
24,357 |
|
|
0.7 |
% |
| Smarsh Inc.(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
5.75% |
|
2/2029 |
|
49,714 |
|
|
49,350 |
|
|
49,714 |
|
|
1.4 |
% |
| Smarsh Inc.(6)(8)(13)(14) |
|
First lien senior secured revolving loan |
|
S+ |
|
5.75% |
|
2/2029 |
|
177 |
|
|
174 |
|
|
177 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
313,154 |
|
|
314,099 |
|
|
8.8 |
% |
| Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aerosmith Bidco 1 Limited (dba Audiotonix)(6)(8)(13)(22) |
|
First lien senior secured loan |
|
S+ |
|
5.25% |
|
7/2031 |
|
120,979 |
|
|
119,493 |
|
|
120,676 |
|
|
3.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
119,493 |
|
|
120,676 |
|
|
3.3 |
% |
| Equity Real Estate Investment Trusts (REITs) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Storable, Inc.(3)(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
3.50% |
|
4/2028 |
|
4,974 |
|
|
4,944 |
|
|
5,004 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,944 |
|
|
5,004 |
|
|
0.1 |
% |
| Food & Staples Retailing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.))(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
12/2028 |
|
24,292 |
|
|
24,292 |
|
|
24,292 |
|
|
0.7 |
% |
| IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.))(6)(9)(13)(14) |
|
First lien senior secured revolving loan |
|
S+ |
|
5.00% |
|
12/2027 |
|
302 |
|
|
302 |
|
|
302 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
24,594 |
|
|
24,594 |
|
|
0.7 |
% |
| Health Care Providers & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
4.75% |
|
12/2029 |
|
22,668 |
|
|
22,300 |
|
|
22,668 |
|
|
0.6 |
% |
| PetVet Care Centers, LLC(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
6.00% |
|
11/2030 |
|
38,858 |
|
|
38,514 |
|
|
37,206 |
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,814 |
|
|
59,874 |
|
|
1.6 |
% |
| Health Care Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCPE Osprey Buyer, Inc. (dba PartsSource)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.75% |
|
8/2028 |
|
114,142 |
|
|
113,042 |
|
|
112,715 |
|
|
3.1 |
% |
| BCPE Osprey Buyer, Inc. (dba PartsSource)(6)(8)(13)(14) |
|
First lien senior secured delayed draw term loan |
|
S+ |
|
5.75% |
|
8/2028 |
|
10,467 |
|
|
10,165 |
|
|
10,282 |
|
|
0.3 |
% |
| BCPE Osprey Buyer, Inc. (dba PartsSource)(6)(8)(13)(14) |
|
First lien senior secured revolving loan |
|
S+ |
|
5.75% |
|
8/2026 |
|
8,155 |
|
|
8,085 |
|
|
8,002 |
|
|
0.2 |
% |
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant)(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
8/2031 |
|
58,027 |
|
|
57,705 |
|
|
57,882 |
|
|
1.6 |
% |
| GI Ranger Intermediate, LLC (dba Rectangle Health)(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
6.00% |
|
10/2028 |
|
26,955 |
|
|
26,602 |
|
|
26,483 |
|
|
0.7 |
% |
| GI Ranger Intermediate, LLC (dba Rectangle Health)(6)(9)(13)(14) |
|
First lien senior secured revolving loan |
|
S+ |
|
6.00% |
|
10/2027 |
|
258 |
|
|
237 |
|
|
219 |
|
|
— |
% |
| Greenway Health, LLC(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
6.75% |
|
4/2029 |
|
8,685 |
|
|
8,514 |
|
|
8,577 |
|
|
0.2 |
% |
| Hyland Software, Inc.(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
6.00% |
|
9/2030 |
|
85,028 |
|
|
83,923 |
|
|
85,028 |
|
|
2.3 |
% |
| Indikami Bidco, LLC (dba IntegriChain)(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
6.50% (2.50% PIK) |
|
12/2030 |
|
61,081 |
|
|
59,862 |
|
|
60,776 |
|
|
1.7 |
% |
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(7)(17)(19) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(3) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Indikami Bidco, LLC (dba IntegriChain)(6)(8)(13)(14) |
|
First lien senior secured delayed draw term loan |
|
S+ |
|
6.00% |
|
12/2030 |
|
479 |
|
|
413 |
|
|
476 |
|
|
— |
% |
| Indikami Bidco, LLC (dba IntegriChain)(6)(8)(13)(14) |
|
First lien senior secured revolving loan |
|
S+ |
|
6.00% |
|
6/2030 |
|
2,155 |
|
|
2,042 |
|
|
2,125 |
|
|
0.1 |
% |
| Inovalon Holdings, Inc.(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
5.75% |
|
11/2028 |
|
151,132 |
|
|
148,946 |
|
|
149,243 |
|
|
4.1 |
% |
| Inovalon Holdings, Inc.(6)(9)(13) |
|
Second lien senior secured loan |
|
S+ |
|
10.50% PIK |
|
11/2033 |
|
94,457 |
|
|
93,376 |
|
|
93,513 |
|
|
2.6 |
% |
| Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(6)(9)(13)(14)(22) |
|
First lien senior secured loan |
|
S+ |
|
6.50% |
|
8/2026 |
|
164,732 |
|
|
164,030 |
|
|
160,614 |
|
|
4.4 |
% |
| Interoperability Bidco, Inc. (dba Lyniate)(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
6.25% |
|
3/2028 |
|
87,018 |
|
|
86,769 |
|
|
84,841 |
|
|
2.3 |
% |
| Interoperability Bidco, Inc. (dba Lyniate)(6)(8)(13)(14) |
|
First lien senior secured revolving loan |
|
S+ |
|
6.25% |
|
3/2028 |
|
352 |
|
|
312 |
|
|
183 |
|
|
— |
% |
| Neptune Holdings, Inc. (dba NexTech)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
4.75% |
|
8/2030 |
|
4,368 |
|
|
4,346 |
|
|
4,368 |
|
|
0.1 |
% |
| RL Datix Holdings (USA), Inc.(6)(10)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.50% |
|
4/2031 |
|
48,700 |
|
|
48,249 |
|
|
48,457 |
|
|
1.3 |
% |
| RL Datix Holdings (USA), Inc.(6)(9)(13)(14) |
|
First lien senior secured revolving loan |
|
S+ |
|
5.50% |
|
10/2030 |
|
1,266 |
|
|
1,180 |
|
|
1,218 |
|
|
— |
% |
| RL Datix Holdings (USA), Inc.(6)(11)(13) |
|
First lien senior secured GBP term loan |
|
SA+ |
|
5.50% |
|
4/2031 |
|
£ |
22,553 |
|
|
27,908 |
|
|
28,104 |
|
|
0.8 |
% |
| Salinger Bidco Inc. (dba Surgical Information Systems)(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.75% |
|
8/2031 |
|
14,531 |
|
|
14,321 |
|
|
14,495 |
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
960,027 |
|
|
957,601 |
|
|
26.2 |
% |
| Hotels, Restaurants & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| MINDBODY, Inc.(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
7.00% |
|
9/2025 |
|
72,962 |
|
|
72,929 |
|
|
72,962 |
|
|
2.0 |
% |
| Par Technology Corporation(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
7/2029 |
|
19,286 |
|
|
19,008 |
|
|
19,093 |
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91,937 |
|
|
92,055 |
|
|
2.5 |
% |
| Household Durables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCTO BSI Buyer, Inc. (dba Buildertrend)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
6.50% |
|
12/2026 |
|
84,045 |
|
|
83,727 |
|
|
84,045 |
|
|
2.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,727 |
|
|
84,045 |
|
|
2.3 |
% |
| Industrial Conglomerates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aptean Acquiror, Inc. (dba Aptean)(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
1/2031 |
|
3,314 |
|
|
3,283 |
|
|
3,305 |
|
|
0.1 |
% |
| QAD, Inc.(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
4.75% |
|
11/2027 |
|
88,166 |
|
|
88,167 |
|
|
87,946 |
|
|
2.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91,450 |
|
|
91,251 |
|
|
2.5 |
% |
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Asurion, LLC(3)(6)(8)(13) |
|
Second lien senior secured loan |
|
S+ |
|
5.25% |
|
1/2028 |
|
10,833 |
|
|
10,702 |
|
|
10,555 |
|
|
0.3 |
% |
| Diamond Insure Bidco (dba Acturis)(6)(13) |
|
First lien senior secured EUR term loan |
|
E+ |
|
4.25% |
|
7/2031 |
|
€ |
625 |
|
|
658 |
|
|
636 |
|
|
— |
% |
| Diamond Insure Bidco (dba Acturis)(6)(11)(13) |
|
First lien senior secured GBP term loan |
|
SA+ |
|
4.50% |
|
7/2031 |
|
£ |
2,042 |
|
|
2,533 |
|
|
2,513 |
|
|
0.1 |
% |
| Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
7.50% |
|
3/2029 |
|
1,064 |
|
|
1,043 |
|
|
1,056 |
|
|
— |
% |
| Integrity Marketing Acquisition, LLC(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
8/2028 |
|
47,836 |
|
|
47,606 |
|
|
47,836 |
|
|
1.3 |
% |
| Simplicity Financial Marketing Group Holdings, Inc.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
12/2031 |
|
3,571 |
|
|
3,536 |
|
|
3,536 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
66,078 |
|
|
66,132 |
|
|
1.8 |
% |
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(7)(17)(19) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(3) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Internet & Direct Marketing Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aurelia Netherlands B.V.(6)(12)(13)(22) |
|
First lien senior secured EUR term loan |
|
E+ |
|
5.75% |
|
5/2031 |
|
€ |
25,282 |
|
|
26,511 |
|
|
26,049 |
|
|
0.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,511 |
|
|
26,049 |
|
|
0.7 |
% |
| IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Kaseya Inc.(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.50% |
|
6/2029 |
|
15,865 |
|
|
15,644 |
|
|
15,865 |
|
|
0.4 |
% |
| Kaseya Inc.(6)(9)(13)(14) |
|
First lien senior secured delayed draw term loan |
|
S+ |
|
5.50% |
|
6/2029 |
|
482 |
|
|
462 |
|
|
482 |
|
|
— |
% |
| Severin Acquisition, LLC (dba PowerSchool)(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.00% (2.25% PIK) |
|
10/2031 |
|
31,972 |
|
|
31,663 |
|
|
31,653 |
|
|
0.9 |
% |
| Spaceship Purchaser, Inc. (dba Squarespace)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
10/2031 |
|
83,848 |
|
|
83,438 |
|
|
83,429 |
|
|
2.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131,207 |
|
|
131,429 |
|
|
3.6 |
% |
| Life Sciences Tools & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bamboo US BidCo LLC(6)(12)(13) |
|
First lien senior secured EUR term loan |
|
E+ |
|
5.25% |
|
9/2030 |
|
€ |
3,139 |
|
|
3,302 |
|
|
3,250 |
|
|
0.1 |
% |
| Bamboo US BidCo LLC(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
5.25% |
|
9/2030 |
|
5,498 |
|
|
5,498 |
|
|
5,498 |
|
|
0.2 |
% |
| Creek Parent, Inc. (dba Catalent)(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.25% |
|
12/2031 |
|
84,384 |
|
|
82,913 |
|
|
82,907 |
|
|
2.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91,713 |
|
|
91,655 |
|
|
2.6 |
% |
| Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Monotype Imaging Holdings Inc.(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
5.50% |
|
2/2031 |
|
59,806 |
|
|
59,379 |
|
|
59,656 |
|
|
1.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,379 |
|
|
59,656 |
|
|
1.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Multiline Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PDI TA Holdings, Inc.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
2/2031 |
|
8,989 |
|
|
8,867 |
|
|
8,899 |
|
|
0.2 |
% |
| PDI TA Holdings, Inc.(6)(9)(13)(14) |
|
First lien senior secured delayed draw term loan |
|
S+ |
|
5.50% |
|
2/2031 |
|
1,166 |
|
|
1,142 |
|
|
1,150 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,009 |
|
|
10,049 |
|
|
0.2 |
% |
| Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Certinia Inc.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.25% |
|
8/2030 |
|
29,412 |
|
|
29,010 |
|
|
29,412 |
|
|
0.8 |
% |
| CloudPay, Inc.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
7.50% |
|
7/2029 |
|
9,682 |
|
|
9,597 |
|
|
9,585 |
|
|
0.3 |
% |
| Cornerstone OnDemand, Inc.(6)(8)(13) |
|
Second lien senior secured loan |
|
S+ |
|
6.50% |
|
10/2029 |
|
71,667 |
|
|
70,928 |
|
|
61,096 |
|
|
1.7 |
% |
| Gerson Lehrman Group, Inc.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.25% |
|
12/2027 |
|
18,895 |
|
|
18,763 |
|
|
18,848 |
|
|
0.5 |
% |
| Thunder Purchaser, Inc. (dba Vector Solutions)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.50% |
|
6/2028 |
|
139,757 |
|
|
138,958 |
|
|
139,757 |
|
|
3.9 |
% |
| TK Operations Ltd (dba Travelperk, Inc.)(13)(25) |
|
First lien senior secured loan |
|
|
|
11.50% PIK |
|
5/2029 |
|
22,152 |
|
|
20,418 |
|
|
20,546 |
|
|
0.6 |
% |
| When I Work, Inc.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.50% |
|
11/2027 |
|
36,277 |
|
|
36,116 |
|
|
35,008 |
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
323,790 |
|
|
314,252 |
|
|
8.8 |
% |
| Real Estate Management & Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Entrata, Inc.(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.75% |
|
7/2030 |
|
888 |
|
|
877 |
|
|
888 |
|
|
— |
% |
| RealPage, Inc.(3)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
3.75% |
|
4/2028 |
|
35,000 |
|
|
34,825 |
|
|
35,088 |
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,702 |
|
|
35,976 |
|
|
1.0 |
% |
| Systems Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acquia Inc.(6)(9)(14) |
|
First lien senior secured loan |
|
S+ |
|
7.00% |
|
10/2025 |
|
183,111 |
|
|
182,696 |
|
|
183,111 |
|
|
5.1 |
% |
| Activate Holdings (US) Corp. (dba Absolute Software)(6)(9)(13)(14)(22) |
|
First lien senior secured loan |
|
S+ |
|
5.25% |
|
7/2030 |
|
5,711 |
|
|
5,689 |
|
|
5,711 |
|
|
0.2 |
% |
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(7)(17)(19) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(3) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arctic Wolf Networks, Inc.(13)(25) |
|
Senior convertible notes |
|
|
|
3.00% PIK |
|
9/2027 |
|
127,843 |
|
|
159,282 |
|
|
159,279 |
|
|
4.4 |
% |
| Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(6)(8)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
6.50% |
|
3/2031 |
|
42,751 |
|
|
42,154 |
|
|
42,430 |
|
|
1.2 |
% |
| Bayshore Intermediate #2, L.P. (dba Boomi)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
6.25% (3.38% PIK) |
|
10/2028 |
|
104,763 |
|
|
104,745 |
|
|
104,763 |
|
|
2.9 |
% |
| Crewline Buyer, Inc. (dba New Relic)(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
6.75% |
|
11/2030 |
|
94,034 |
|
|
92,781 |
|
|
92,859 |
|
|
2.6 |
% |
| Databricks, Inc.(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
4.50% |
|
1/2031 |
|
53,061 |
|
|
52,796 |
|
|
52,796 |
|
|
1.5 |
% |
| Delinea Buyer, Inc. (f/k/a Centrify)(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
5.75% |
|
3/2028 |
|
105,727 |
|
|
104,218 |
|
|
105,727 |
|
|
2.9 |
% |
| Delta TopCo, Inc. (dba Infoblox, Inc.)(3)(6)(10) |
|
Second lien senior secured loan |
|
S+ |
|
5.25% |
|
11/2030 |
|
13,500 |
|
|
13,434 |
|
|
13,676 |
|
|
0.4 |
% |
| Forescout Technologies, Inc.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
5.00% |
|
5/2031 |
|
66,583 |
|
|
66,317 |
|
|
66,295 |
|
|
1.8 |
% |
| H&F Opportunities LUX III S.À R.L (dba Checkmarx)(6)(8)(13)(22) |
|
First lien senior secured loan |
|
S+ |
|
7.50% |
|
4/2026 |
|
148,889 |
|
|
147,706 |
|
|
148,517 |
|
|
4.1 |
% |
| Ivanti Software, Inc.(6)(9)(13) |
|
Second lien senior secured loan |
|
S+ |
|
7.25% |
|
12/2028 |
|
21,000 |
|
|
20,633 |
|
|
11,550 |
|
|
0.3 |
% |
| LogRhythm, Inc.(6)(8)(13) |
|
First lien senior secured loan |
|
S+ |
|
7.50% |
|
7/2029 |
|
4,750 |
|
|
4,618 |
|
|
4,619 |
|
|
0.1 |
% |
| Oranje Holdco, Inc. (dba KnowBe4)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
7.75% |
|
2/2029 |
|
12,818 |
|
|
12,673 |
|
|
12,818 |
|
|
0.4 |
% |
| Oranje Holdco, Inc. (dba KnowBe4)(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
7.25% |
|
2/2029 |
|
5,371 |
|
|
5,324 |
|
|
5,331 |
|
|
0.1 |
% |
| Ping Identity Holding Corp.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
4.75% |
|
10/2029 |
|
6,413 |
|
|
6,403 |
|
|
6,413 |
|
|
0.2 |
% |
| Rubrik, Inc.(6)(9)(13)(14) |
|
First lien senior secured loan |
|
S+ |
|
7.00% |
|
8/2028 |
|
11,770 |
|
|
11,654 |
|
|
11,770 |
|
|
0.3 |
% |
| SailPoint Technologies Holdings, Inc.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
6.00% |
|
8/2029 |
|
29,853 |
|
|
29,387 |
|
|
29,853 |
|
|
0.8 |
% |
| Securonix, Inc.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
7.75% (3.75% PIK) |
|
4/2028 |
|
19,774 |
|
|
19,652 |
|
|
17,154 |
|
|
0.5 |
% |
| Securonix, Inc.(6)(9)(13)(14) |
|
First lien senior secured revolving loan |
|
S+ |
|
7.00% |
|
4/2028 |
|
80 |
|
|
61 |
|
|
(391) |
|
|
— |
% |
| Sitecore Holding III A/S(6)(12)(13) |
|
First lien senior secured EUR term loan |
|
E+ |
|
7.75% (4.25% PIK) |
|
3/2029 |
|
€ |
56,504 |
|
|
59,255 |
|
|
58,510 |
|
|
1.6 |
% |
| Sitecore USA, Inc.(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
7.75% (4.25% PIK) |
|
3/2029 |
|
58,456 |
|
|
58,111 |
|
|
58,456 |
|
|
1.6 |
% |
| Sitecore Holding III A/S(6)(9)(13) |
|
First lien senior secured loan |
|
S+ |
|
7.75% (4.25% PIK) |
|
3/2029 |
|
9,696 |
|
|
9,639 |
|
|
9,696 |
|
|
0.3 |
% |
| Talon MidCo 2 Limited(6)(8)(13)(14)(22) |
|
First lien senior secured loan |
|
S+ |
|
6.95% |
|
8/2028 |
|
2,700 |
|
|
2,664 |
|
|
2,700 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
1,211,892 |
|
|
1,203,643 |
|
|
33.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total non-controlled/non-affiliated portfolio company debt investments |
|
|
|
$ |
5,016,156 |
|
|
$ |
4,987,203 |
|
|
137.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Space Exploration Technologies Corp.(13)(16)(23) |
|
Class A Common Stock |
|
|
|
N/A |
|
N/A |
|
419,311 |
|
|
23,013 |
|
|
75,009 |
|
|
2.1 |
% |
| Space Exploration Technologies Corp.(13)(16)(23) |
|
Class C Common Stock |
|
|
|
N/A |
|
N/A |
|
84,250 |
|
|
4,011 |
|
|
15,071 |
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(7)(17)(19) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(3) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,024 |
|
|
90,080 |
|
|
2.5 |
% |
| Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6Sense Insights, Inc.(13)(16)(23) |
|
Series E-1 Preferred Stock |
|
|
|
N/A |
|
N/A |
|
1,264,514 |
|
|
40,066 |
|
|
32,116 |
|
|
0.9 |
% |
| Alpha Partners Technology Merger Corp(2)(22)(23) |
|
Common stock |
|
|
|
N/A |
|
N/A |
|
30,000 |
|
|
1,000 |
|
|
334 |
|
|
— |
% |
| Alpha Partners Technology Merger Corp(2)(16)(22)(23) |
|
Warrants |
|
|
|
N/A |
|
N/A |
|
666,666 |
|
|
— |
|
|
120 |
|
|
— |
% |
| AlphaSense, LLC(13)(16)(23) |
|
Series E Preferred Shares |
|
|
|
N/A |
|
N/A |
|
131,200 |
|
|
5,929 |
|
|
5,890 |
|
|
0.2 |
% |
| Diligent Preferred Issuer, Inc. (dba Diligent Corporation)(13)(16)(25) |
|
Preferred Stock |
|
|
|
10.50% PIK |
|
N/A |
|
15,000 |
|
|
21,147 |
|
|
20,622 |
|
|
0.6 |
% |
| EShares, Inc. (dba Carta)(16)(23) |
|
Series E Preferred Stock |
|
|
|
N/A |
|
N/A |
|
186,904 |
|
|
2,008 |
|
|
4,225 |
|
|
0.1 |
% |
| Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(13)(16)(22)(23) |
|
LP Interest |
|
|
|
N/A |
|
N/A |
|
$ |
2,281 |
|
|
2,285 |
|
|
2,862 |
|
|
0.1 |
% |
| Bird Holding B.V. (fka MessageBird Holding B.V.)(13)(16)(22)(23) |
|
Extended Series C Warrants |
|
|
|
N/A |
|
N/A |
|
191,530 |
|
|
1,174 |
|
|
281 |
|
|
— |
% |
| Nylas, Inc.(16)(23) |
|
Series C Preferred Stock |
|
|
|
N/A |
|
N/A |
|
2,088,467 |
|
|
15,009 |
|
|
3,427 |
|
|
0.1 |
% |
| Project Alpine Co-Invest Fund, LP(13)(16)(22)(23) |
|
LP Interest |
|
|
|
N/A |
|
N/A |
|
$ |
3,644 |
|
|
3,646 |
|
|
4,785 |
|
|
0.1 |
% |
| Saturn Ultimate, Inc.(13)(16)(23) |
|
Common stock |
|
|
|
N/A |
|
N/A |
|
5,580,593 |
|
|
25,008 |
|
|
47,930 |
|
|
1.3 |
% |
| Simpler Postage, Inc. (dba Easypost)(13)(16)(23) |
|
Warrants |
|
|
|
N/A |
|
N/A |
|
65,694 |
|
|
827 |
|
|
827 |
|
|
— |
% |
| Zoro TopCo, Inc.(9)(13)(16) |
|
Series A Preferred Equity |
|
S+ |
|
9.50% PIK |
|
N/A |
|
7,114 |
|
|
9,017 |
|
|
9,236 |
|
|
0.3 |
% |
| Zoro TopCo, L.P.(13)(16)(23) |
|
Class A Common Units |
|
|
|
N/A |
|
N/A |
|
592,872 |
|
|
5,929 |
|
|
6,455 |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
133,045 |
|
|
139,110 |
|
|
3.9 |
% |
| Construction & Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dodge Construction Network Holdings, L.P.(6)(9)(13)(16) |
|
Series A Preferred Units |
|
S+ |
|
8.25% |
|
N/A |
|
— |
|
|
69 |
|
|
40 |
|
|
— |
% |
| Dodge Construction Network Holdings, L.P.(13)(16)(23) |
|
Class A-2 Common Units |
|
|
|
N/A |
|
N/A |
|
3,333,333 |
|
|
2,841 |
|
|
474 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,910 |
|
|
514 |
|
|
— |
% |
| Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SLA Eclipse Co-Invest, L.P.(3)(16)(22)(23) |
|
LP Interest |
|
|
|
N/A |
|
N/A |
|
$ |
15,000 |
|
|
15,256 |
|
|
18,078 |
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,256 |
|
|
18,078 |
|
|
0.5 |
% |
| Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(13)(14)(16)(22)(23) |
|
LLC Interest |
|
|
|
N/A |
|
N/A |
|
$ |
1,487 |
|
|
1,487 |
|
|
1,667 |
|
|
— |
% |
| AAM Series 2.1 Aviation Feeder, LLC(13)(14)(16)(22)(23) |
|
LLC Interest |
|
|
|
N/A |
|
N/A |
|
$ |
1,422 |
|
|
1,425 |
|
|
1,781 |
|
|
— |
% |
| Amergin Asset Management, LLC(13)(16)(22)(23) |
|
Class A Units |
|
|
|
N/A |
|
N/A |
|
25,000,000 |
|
|
— |
|
|
778 |
|
|
— |
% |
| Brex, Inc.(16)(23) |
|
Preferred Stock |
|
|
|
N/A |
|
N/A |
|
143,943 |
|
|
5,012 |
|
|
2,885 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
7,924 |
|
|
7,111 |
|
|
0.1 |
% |
| Health Care Providers & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(13)(16)(23) |
|
Class A Interest |
|
|
|
N/A |
|
N/A |
|
159 |
|
|
1,585 |
|
|
1,797 |
|
|
— |
% |
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(7)(17)(19) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(3) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)(13)(16)(25) |
|
Series A Preferred Stock |
|
|
|
15.00% PIK |
|
N/A |
|
4,419 |
|
|
5,046 |
|
|
4,749 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,631 |
|
|
6,546 |
|
|
0.1 |
% |
| Health Care Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BEHP Co-Investor II, L.P.(13)(16)(22)(23) |
|
LP Interest |
|
|
|
N/A |
|
N/A |
|
$ |
1,270 |
|
|
1,043 |
|
|
1,297 |
|
|
— |
% |
| Minerva Holdco, Inc.(13)(16)(25) |
|
Senior A Preferred Stock |
|
|
|
10.75% PIK |
|
N/A |
|
50,000 |
|
|
67,422 |
|
|
65,937 |
|
|
1.8 |
% |
| WP Irving Co-Invest, L.P.(13)(16)(22)(23) |
|
Partnership Units |
|
|
|
N/A |
|
N/A |
|
1,250,000 |
|
|
976 |
|
|
1,276 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
69,441 |
|
|
68,510 |
|
|
1.8 |
% |
| Hotels, Restaurants & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.)(13)(16)(25) |
|
Series A Preferred Stock |
|
|
|
10.00% PIK |
|
N/A |
|
25,000 |
|
|
29,446 |
|
|
30,919 |
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,446 |
|
|
30,919 |
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Internet & Direct Marketing Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Kajabi Holdings, LLC(16)(23) |
|
Senior Preferred Class D Units |
|
|
|
N/A |
|
N/A |
|
4,126,175 |
|
|
50,025 |
|
|
39,463 |
|
|
1.1 |
% |
| Klaviyo, Inc.(2)(16)(23) |
|
Series B Common Stock |
|
|
|
N/A |
|
N/A |
|
1,078,770 |
|
|
36,027 |
|
|
44,488 |
|
|
1.2 |
% |
| Linked Store Cayman Ltd. (dba Nuvemshop)(13)(16)(22)(23) |
|
Series E Preferred Stock |
|
|
|
N/A |
|
N/A |
|
19,499 |
|
|
42,496 |
|
|
37,998 |
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
128,548 |
|
|
121,949 |
|
|
3.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| E2Open Parent Holdings, Inc.(2)(22)(23) |
|
Class A Common Stock |
|
|
|
N/A |
|
N/A |
|
1,650,943 |
|
|
17,504 |
|
|
4,392 |
|
|
0.1 |
% |
| JumpCloud, Inc.(16)(23) |
|
Series B Preferred Stock |
|
|
|
N/A |
|
N/A |
|
756,590 |
|
|
4,531 |
|
|
639 |
|
|
— |
% |
| JumpCloud, Inc.(16)(23) |
|
Series F Preferred Stock |
|
|
|
N/A |
|
N/A |
|
6,679,245 |
|
|
40,017 |
|
|
28,343 |
|
|
0.8 |
% |
| Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(6)(10)(13)(16) |
|
Perpetual Preferred Stock |
|
S+ |
|
10.75% PIK |
|
N/A |
|
7,500 |
|
|
10,266 |
|
|
10,405 |
|
|
0.3 |
% |
| Replicated, Inc.(16)(23) |
|
Series C Preferred Stock |
|
|
|
N/A |
|
N/A |
|
1,277,832 |
|
|
|
|
10,502 |
|
|
0.3 |
% |
| WMC Bidco, Inc. (dba West Monroe)(13)(16)(25) |
|
Senior Preferred Stock |
|
|
|
11.25% PIK |
|
N/A |
|
57,231 |
|
|
80,541 |
|
|
79,680 |
|
|
2.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
172,867 |
|
|
133,961 |
|
|
3.7 |
% |
| Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| XOMA Corporation(13)(16)(23) |
|
Warrants |
|
|
|
N/A |
|
N/A |
|
12,000 |
|
|
82 |
|
|
139 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82 |
|
|
139 |
|
|
— |
% |
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCTO WIW Holdings, Inc. (dba When I Work)(13)(16)(23) |
|
Class A Common Stock |
|
|
|
13.50% PIK |
|
N/A |
|
70,000 |
|
|
7,000 |
|
|
3,827 |
|
|
0.1 |
% |
| CloudPay, Inc.(13)(16)(22)(25) |
|
Series E Preferred Stock |
|
|
|
13.50% PIK |
|
N/A |
|
39,109 |
|
|
8,896 |
|
|
8,896 |
|
|
0.2 |
% |
| Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand, Inc.)(13)(16)(25) |
|
Series A Preferred Stock |
|
|
|
10.50% PIK |
|
N/A |
|
28,000 |
|
|
38,428 |
|
|
30,743 |
|
|
0.8 |
% |
| Thunder Topco L.P. (dba Vector Solutions)(13)(16)(23) |
|
Common Units |
|
|
|
N/A |
|
N/A |
|
7,857,410 |
|
|
7,857 |
|
|
9,348 |
|
|
0.3 |
% |
| TravelPerk, Inc.(13)(16)(23) |
|
Warrants |
|
|
|
N/A |
|
N/A |
|
71,940 |
|
|
1,534 |
|
|
1,534 |
|
|
— |
% |
| Vestwell Holdings, Inc.(13)(16)(23) |
|
Series D Preferred Stock |
|
|
|
N/A |
|
N/A |
|
152,175 |
|
|
3,020 |
|
|
3,000 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
66,735 |
|
|
57,348 |
|
|
1.5 |
% |
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(7)(17)(19) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(3) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Road & Rail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bolt Technology OÜ(16)(22)(23) |
|
Preferred Stock |
|
|
|
N/A |
|
N/A |
|
43,478 |
|
|
11,318 |
|
|
9,999 |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,318 |
|
|
9,999 |
|
|
0.3 |
% |
| Systems Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Algolia, Inc.(16)(23) |
|
Series D Preferred Stock |
|
|
|
N/A |
|
N/A |
|
136,776 |
|
|
4,000 |
|
|
3,027 |
|
|
0.1 |
% |
| Algolia, Inc.(16)(23) |
|
Series C Preferred Stock |
|
|
|
N/A |
|
N/A |
|
970,281 |
|
|
10,000 |
|
|
17,523 |
|
|
0.5 |
% |
| Arctic Wolf Networks, Inc.(16)(23) |
|
Preferred Stock |
|
|
|
N/A |
|
N/A |
|
3,032,840 |
|
|
25,036 |
|
|
26,901 |
|
|
0.7 |
% |
| Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(13)(16)(23) |
|
Common Units |
|
|
|
N/A |
|
N/A |
|
12,692,160 |
|
|
12,692 |
|
|
19,053 |
|
|
0.5 |
% |
| Circle Internet Services, Inc.(16)(23) |
|
Warrants |
|
|
|
N/A |
|
N/A |
|
358,412 |
|
|
— |
|
|
786 |
|
|
— |
% |
| Circle Internet Services, Inc.(16)(23) |
|
Series D Preferred Stock |
|
|
|
N/A |
|
N/A |
|
2,934,961 |
|
|
15,000 |
|
|
16,478 |
|
|
0.5 |
% |
| Circle Internet Services, Inc.(16)(23) |
|
Series E Preferred Stock |
|
|
|
N/A |
|
N/A |
|
821,806 |
|
|
6,917 |
|
|
5,675 |
|
|
0.2 |
% |
| Circle Internet Services, Inc.(16)(23) |
|
Series F Preferred Stock |
|
|
|
N/A |
|
N/A |
|
75,876 |
|
|
1,500 |
|
|
879 |
|
|
— |
% |
| Circle Internet Services, Inc.(16)(23) |
|
Subordinated Convertible Security |
|
|
|
N/A |
|
N/A |
|
758,882 |
|
|
759 |
|
|
759 |
|
|
— |
% |
| Elliott Alto Co-Investor Aggregator L.P.(13)(16)(22)(23) |
|
LP Interest |
|
|
|
N/A |
|
N/A |
|
1,567 |
|
|
1,577 |
|
|
2,441 |
|
|
0.1 |
% |
| Excalibur CombineCo, L.P.(13)(16)(23) |
|
Class A Units |
|
|
|
N/A |
|
N/A |
|
3,340,668 |
|
|
99,452 |
|
|
75,296 |
|
|
2.1 |
% |
| Halo Parent Newco, LLC(13)(16)(25) |
|
Class H PIK Preferred Equity |
|
|
|
11.00% PIK |
|
N/A |
|
5,000 |
|
|
6,826 |
|
|
5,138 |
|
|
0.1 |
% |
| HARNESS INC.(16)(23)(26) |
|
Series D Preferred Stock |
|
|
|
N/A |
|
N/A |
|
1,022,648 |
|
|
9,169 |
|
|
9,198 |
|
|
0.3 |
% |
| Illumio, Inc.(16)(23) |
|
Common stock |
|
|
|
N/A |
|
N/A |
|
358,365 |
|
|
2,432 |
|
|
1,487 |
|
|
— |
% |
| Illumio, Inc.(16)(23) |
|
Series F Preferred Stock |
|
|
|
N/A |
|
N/A |
|
2,483,618 |
|
|
16,684 |
|
|
15,502 |
|
|
0.4 |
% |
| Project Hotel California Co-Invest Fund, L.P.(13)(16)(22)(23) |
|
LP Interest |
|
|
|
N/A |
|
N/A |
|
$ |
2,685 |
|
|
2,687 |
|
|
3,092 |
|
|
0.1 |
% |
| Securiti, Inc.(13)(16)(23) |
|
Series C Preferred Shares |
|
|
|
N/A |
|
N/A |
|
2,525,571 |
|
|
20,016 |
|
|
20,000 |
|
|
0.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
234,747 |
|
|
223,235 |
|
|
6.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Thrifts & Mortgage Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Blend Labs, Inc.(13)(16)(23) |
|
Warrants |
|
|
|
N/A |
|
N/A |
|
299,216 |
|
|
1,625 |
|
|
14 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,625 |
|
|
14 |
|
|
— |
% |
| Total non-controlled/non-affiliated portfolio company equity investments |
|
$ |
907,599 |
|
|
$ |
907,513 |
|
|
24.8 |
% |
| Total non-controlled/non-affiliated portfolio company investments |
|
$ |
5,923,755 |
|
|
$ |
5,894,716 |
|
|
162.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-controlled/affiliated portfolio company investments(21) |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Internet & Direct Marketing Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Walker Edison Furniture Company LLC(6)(9)(13)(20)(24) |
|
First lien senior secured revolving loan |
|
S+ |
|
6.25% |
|
3/2027 |
|
$ |
4,495 |
|
|
4,495 |
|
|
2,888 |
|
|
0.1 |
% |
| Walker Edison Furniture Company LLC(6)(9)(13)(14)(20)(24) |
|
First lien senior secured delayed draw term loan |
|
S+ |
|
6.75% PIK |
|
3/2027 |
|
4,527 |
|
|
4,214 |
|
|
556 |
|
|
— |
% |
| Walker Edison Furniture Company LLC(6)(9)(13)(20)(24) |
|
First lien senior secured loan |
|
S+ |
|
6.75% PIK |
|
3/2027 |
|
11,090 |
|
|
8,621 |
|
|
1,497 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,330 |
|
|
4,941 |
|
|
0.1 |
% |
| IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(7)(17)(19) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2)(3) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pluralsight, LLC(6)(9)(13)(20) |
|
First lien senior secured loan |
|
S+ |
|
4.50% (1.50% PIK) |
|
8/2029 |
|
30,474 |
|
|
30,474 |
|
|
30,474 |
|
|
0.8 |
% |
| Pluralsight, LLC(6)(9)(13)(20) |
|
First lien senior secured loan |
|
S+ |
|
7.50% PIK |
|
8/2029 |
|
31,336 |
|
|
31,336 |
|
|
31,336 |
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,810 |
|
|
61,810 |
|
|
1.7 |
% |
| Total non-controlled/affiliated portfolio company debt investments |
|
|
|
$ |
79,140 |
|
|
$ |
66,751 |
|
|
1.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fifth Season Investments LLC(13)(16)(18)(20) |
|
Class A Units |
|
|
|
N/A |
|
N/A |
|
8 |
|
|
56,660 |
|
|
62,517 |
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,660 |
|
|
62,517 |
|
|
1.7 |
% |
| Internet & Direct Marketing Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Signifyd Inc.(16)(20)(25) |
|
Preferred equity |
|
|
|
9.00% PIK |
|
N/A |
|
2,755,121 |
|
|
139,190 |
|
|
126,065 |
|
|
3.5 |
% |
| Walker Edison Holdco LLC(13)(16)(20)(23) |
|
Common Units |
|
|
|
N/A |
|
N/A |
|
98,319 |
|
|
9,500 |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
148,690 |
|
|
126,065 |
|
|
3.5 |
% |
| IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Paradigmatic Holdco LLC (dba Pluralsight)(13)(16)(20)(23) |
|
Common stock |
|
|
|
N/A |
|
N/A |
|
10,119,090 |
|
|
26,850 |
|
|
26,850 |
|
|
0.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,850 |
|
|
26,850 |
|
|
0.7 |
% |
| Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LSI Financing 1 DAC(13)(14)(16)(20)(22) |
|
Preferred equity |
|
|
|
N/A |
|
N/A |
|
$ |
3,053 |
|
|
3,116 |
|
|
3,093 |
|
|
0.1 |
% |
| LSI Financing LLC(13)(14)(16)(20)(22)(23) |
|
Common Equity |
|
|
|
N/A |
|
N/A |
|
$ |
61,865 |
|
|
61,865 |
|
|
61,677 |
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,981 |
|
|
64,770 |
|
|
1.8 |
% |
| Systems Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Help HP SCF Investor, LP(13)(16)(20)(23) |
|
LP Interest |
|
|
|
N/A |
|
N/A |
|
$ |
59,333 |
|
|
59,385 |
|
|
60,350 |
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
59,385 |
|
|
60,350 |
|
|
1.7 |
% |
| Total non-controlled/affiliated portfolio company equity investments |
|
$ |
356,566 |
|
|
$ |
340,552 |
|
|
9.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total non-controlled/affiliated portfolio company investments |
|
$ |
435,706 |
|
|
$ |
407,303 |
|
|
11.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Controlled/affiliated portfolio company investments(22) |
|
|
|
|
|
|
|
|
|
|
|
|
| Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revolut Ribbit Holdings, LLC(14)(16)(21)(22)(23) |
|
LLC Interest |
|
|
|
N/A |
|
N/A |
|
122,996 |
|
|
75,294 |
|
|
106,443 |
|
|
2.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,294 |
|
|
106,443 |
|
|
2.9 |
% |
| Joint Ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Blue Owl Credit SLF LLC(13)(16)(18)(21)(22)(23) |
|
LLC Interest |
|
|
|
N/A |
|
N/A |
|
$ |
947 |
|
|
949 |
|
|
947 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
949 |
|
|
947 |
|
|
— |
% |
| Total controlled/affiliated portfolio company equity investments |
|
$ |
76,243 |
|
|
$ |
107,390 |
|
|
2.9 |
% |
| Total controlled/affiliated portfolio company investments |
|
$ |
76,243 |
|
|
$ |
107,390 |
|
|
2.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total non-controlled/non-affiliated misc. debt commitments(16)(27)(Note 8) |
|
|
|
$ |
(2,583) |
|
|
$ |
(1,943) |
|
|
(0.1) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Investments |
|
|
|
|
|
|
|
|
|
|
|
$ |
6,433,121 |
|
|
$ |
6,407,466 |
|
|
176.3 |
% |
(1)Unless otherwise indicated, all investments are considered Level 3 investments.
(2)Level 1 investment.
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
(3)Level 2 investment.
(4)The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount, as applicable, on debt investments using the effective interest method.
(5)As of December 31, 2024, the net estimated unrealized loss on investments for U.S. federal income tax purposes was $15.8 million based on a tax cost basis of $6.42 billion. As of December 31, 2024, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $203.8 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $188.0 million.
(6)Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Financing Rate (“SOFR” or “S”, which can include one-, three- or six-month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”, which can include three- or six-month EURIBOR), or Sterling Overnight Interbank Average Rate (“SONIA” or “SA”), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(7)Certain portfolio company investments are subject to contractual restrictions on sales. Refer to footnote 16 for additional information on our restricted securities.
(8)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2024 was 4.33%.
(9)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2024 was 4.31%.
(10)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2024 was 4.25%.
(11)The interest rate on these loans is subject to SONIA, which as of December 31, 2024 was 4.70%.
(12)The interest rate on these loans is subject to 3 month EURIBOR, which as of December 31, 2024 was 2.71%.
(13)Represents co-investment made with the Company’s affiliates in accordance with the terms of an order for exemptive relief that an affiliate of the Company’s investment adviser received from the U.S. Securities and Exchange Commission. See “Note 3 —Agreements and Related Party Transactions”.
(14)Position or portion thereof is a partially unfunded debt or equity commitment. See below for more information on the Company’s commitments. See “Note 8 — Commitments and Contingencies”.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded |
| Portfolio Company |
|
Commitment Type |
|
Commitment Expiration Date |
|
Funded Commitment |
|
Commitment |
|
Fair Value(27) |
| Non-controlled/non-affiliated - delayed draw debt commitments |
|
|
|
|
|
|
|
|
| Aerosmith Bidco 1 Limited (dba Audiotonix) |
|
First lien senior secured delayed draw term loan |
|
7/2027 |
|
$ |
— |
|
|
$ |
38,460 |
|
|
$ |
(30) |
|
|
|
|
|
|
|
|
|
|
|
|
| AI Titan Parent, Inc. (dba Prometheus Group) |
|
First lien senior secured delayed draw term loan |
|
9/2026 |
|
— |
|
|
4,528 |
|
|
(23) |
|
| AlphaSense, Inc. |
|
First lien senior secured delayed draw term loan |
|
6/2029 |
|
— |
|
|
5,549 |
|
|
(55) |
|
| AlphaSense, Inc. |
|
First lien senior secured delayed draw term loan |
|
12/2025 |
|
— |
|
|
5,477 |
|
|
(55) |
|
| Aptean Acquiror, Inc. (dba Aptean) |
|
First lien senior secured delayed draw term loan |
|
1/2026 |
|
53 |
|
|
149 |
|
|
— |
|
| Artifact Bidco, Inc. (dba Avetta) |
|
First lien senior secured delayed draw term loan |
|
7/2027 |
|
— |
|
|
3,912 |
|
|
— |
|
| Associations, Inc. |
|
First lien senior secured delayed draw term loan |
|
7/2028 |
|
642 |
|
|
3,205 |
|
|
— |
|
| Bamboo US BidCo LLC |
|
First lien senior secured delayed draw term loan |
|
11/2026 |
|
— |
|
|
1,372 |
|
|
— |
|
| Bamboo US BidCo LLC |
|
First lien senior secured delayed draw term loan |
|
3/2025 |
|
454 |
|
|
315 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
| BCPE Osprey Buyer, Inc. (dba PartsSource) |
|
First lien senior secured delayed draw term loan |
|
10/2025 |
|
4,530 |
|
|
21,744 |
|
|
— |
|
| Computer Services, Inc. (dba CSI) |
|
First lien senior secured delayed draw term loan |
|
2/2026 |
|
— |
|
|
9,196 |
|
|
— |
|
| Coupa Holdings, LLC |
|
First lien senior secured delayed draw term loan |
|
8/2025 |
|
— |
|
|
70 |
|
|
— |
|
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant) |
|
First lien senior secured delayed draw term loan |
|
8/2026 |
|
— |
|
|
1,992 |
|
|
(5) |
|
| Databricks, Inc. |
|
First lien senior secured delayed draw term loan |
|
7/2026 |
|
— |
|
|
11,939 |
|
|
— |
|
| EET Buyer, Inc. (dba e-Emphasys) |
|
First lien senior secured delayed draw term loan |
|
4/2026 |
|
— |
|
|
4,773 |
|
|
— |
|
| Fullsteam Operations, LLC |
|
First lien senior secured delayed draw term loan |
|
8/2025 |
|
550 |
|
|
5,376 |
|
|
— |
|
| Fullsteam Operations, LLC |
|
First lien senior secured delayed draw term loan |
|
2/2026 |
|
419 |
|
|
1,062 |
|
|
— |
|
| GS Acquisitionco, Inc. (dba insightsoftware) |
|
First lien senior secured delayed draw term loan |
|
3/2026 |
|
426 |
|
|
1,494 |
|
|
— |
|
| Indikami Bidco, LLC (dba IntegriChain) |
|
First lien senior secured delayed draw term loan |
|
12/2025 |
|
479 |
|
|
7,903 |
|
|
— |
|
| Integrity Marketing Acquisition, LLC |
|
First lien senior secured delayed draw term loan |
|
8/2026 |
|
— |
|
|
7,236 |
|
|
— |
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded |
| Portfolio Company |
|
Commitment Type |
|
Commitment Expiration Date |
|
Funded Commitment |
|
Commitment |
|
Fair Value(27) |
| Interoperability Bidco, Inc. (dba Lyniate) |
|
First lien senior secured delayed draw term loan |
|
6/2026 |
|
— |
|
|
5,714 |
|
|
(143) |
|
| Kaseya Inc. |
|
First lien senior secured delayed draw term loan |
|
6/2025 |
|
184 |
|
|
703 |
|
|
— |
|
| Litera Bidco LLC |
|
First lien senior secured delayed draw term loan |
|
11/2026 |
|
15,152 |
|
|
17,117 |
|
|
— |
|
| Litera Bidco LLC |
|
First lien senior secured delayed draw term loan |
|
5/2027 |
|
— |
|
|
13,448 |
|
|
(34) |
|
| ManTech International Corporation |
|
First lien senior secured delayed draw term loan |
|
6/2025 |
|
— |
|
|
1,030 |
|
|
— |
|
| Minotaur Acquisition, Inc. (dba Inspira Financial) |
|
First lien senior secured delayed draw term loan |
|
5/2026 |
|
— |
|
|
8,834 |
|
|
— |
|
| Monotype Imaging Holdings Inc. |
|
First lien senior secured delayed draw term loan |
|
2/2026 |
|
1,145 |
|
|
3,768 |
|
|
— |
|
| PDI TA Holdings, Inc. |
|
First lien senior secured delayed draw term loan |
|
2/2026 |
|
1,166 |
|
|
922 |
|
|
— |
|
| PetVet Care Centers, LLC |
|
First lien senior secured delayed draw term loan |
|
11/2025 |
|
— |
|
|
5,120 |
|
|
(166) |
|
| Pluralsight, LLC |
|
First lien senior secured delayed draw term loan |
|
8/2029 |
|
— |
|
|
12,649 |
|
|
— |
|
| Pye-Barker Fire & Safety, LLC |
|
First lien senior secured delayed draw term loan |
|
5/2026 |
|
4,602 |
|
|
8,313 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
| RL Datix Holdings (USA), Inc. |
|
First lien senior secured delayed draw term loan |
|
4/2027 |
|
— |
|
|
10,985 |
|
|
— |
|
| Rubrik, Inc. |
|
First lien senior secured delayed draw term loan |
|
6/2028 |
|
1,376 |
|
|
76 |
|
|
— |
|
| Salinger Bidco Inc. (dba Surgical Information Systems) |
|
First lien senior secured delayed draw term loan |
|
8/2026 |
|
— |
|
|
1,406 |
|
|
— |
|
| Severin Acquisition, LLC (dba PowerSchool) |
|
First lien senior secured delayed draw term loan |
|
10/2027 |
|
— |
|
|
6,693 |
|
|
(33) |
|
| Simpler Postage, Inc. (dba Easypost) |
|
First lien senior secured delayed draw term loan |
|
6/2026 |
|
412 |
|
|
17,285 |
|
|
(25) |
|
|
|
|
|
|
|
|
|
|
|
|
| Simplicity Financial Marketing Group Holdings, Inc. |
|
First lien senior secured delayed draw term loan |
|
12/2026 |
|
— |
|
|
952 |
|
|
(5) |
|
| Smarsh Inc. |
|
First lien senior secured delayed draw term loan |
|
2/2025 |
|
5,524 |
|
|
5,524 |
|
|
— |
|
| Spaceship Purchaser, Inc. (dba Squarespace) |
|
First lien senior secured delayed draw term loan |
|
10/2026 |
|
— |
|
|
4,991 |
|
|
— |
|
| Spaceship Purchaser, Inc. (dba Squarespace) |
|
First lien senior secured delayed draw term loan |
|
10/2027 |
|
— |
|
|
11,978 |
|
|
(30) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Zendesk, Inc. |
|
First lien senior secured delayed draw term loan |
|
11/2025 |
|
— |
|
|
12,922 |
|
|
— |
|
| Non-controlled/non-affiliated - revolving debt commitments |
|
|
|
|
|
|
|
|
| Acquia Inc. |
|
First lien senior secured revolving loan |
|
10/2025 |
|
6,602 |
|
|
5,187 |
|
|
— |
|
| Activate Holdings (US) Corp. (dba Absolute Software) |
|
First lien senior secured revolving loan |
|
7/2029 |
|
— |
|
|
352 |
|
|
— |
|
| Aerosmith Bidco 1 Limited (dba Audiotonix) |
|
First lien senior secured revolving loan |
|
7/2030 |
|
— |
|
|
16,028 |
|
|
(40) |
|
| AI Titan Parent, Inc. (dba Prometheus Group) |
|
First lien senior secured revolving loan |
|
8/2031 |
|
— |
|
|
2,830 |
|
|
(28) |
|
| Anaplan, Inc. |
|
First lien senior secured revolving loan |
|
6/2028 |
|
— |
|
|
3,542 |
|
|
— |
|
| Aptean Acquiror, Inc. (dba Aptean) |
|
First lien senior secured revolving loan |
|
1/2031 |
|
— |
|
|
273 |
|
|
(1) |
|
| Artifact Bidco, Inc. (dba Avetta) |
|
First lien senior secured revolving loan |
|
7/2030 |
|
— |
|
|
2,794 |
|
|
(14) |
|
|
|
|
|
|
|
|
|
|
|
|
| Associations, Inc. |
|
First lien senior secured revolving loan |
|
7/2028 |
|
1,541 |
|
|
1,541 |
|
|
— |
|
| Avalara, Inc. |
|
First lien senior secured revolving loan |
|
10/2028 |
|
— |
|
|
909 |
|
|
— |
|
| Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.) |
|
First lien senior secured revolving loan |
|
3/2031 |
|
— |
|
|
4,750 |
|
|
(36) |
|
| Bamboo US BidCo LLC |
|
First lien senior secured revolving loan |
|
10/2029 |
|
— |
|
|
1,026 |
|
|
— |
|
| Bayshore Intermediate #2, L.P. (dba Boomi) |
|
First lien senior secured revolving loan |
|
10/2027 |
|
— |
|
|
9,028 |
|
|
— |
|
| BCPE Osprey Buyer, Inc. (dba PartsSource) |
|
First lien senior secured revolving loan |
|
8/2026 |
|
8,155 |
|
|
4,077 |
|
|
— |
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded |
| Portfolio Company |
|
Commitment Type |
|
Commitment Expiration Date |
|
Funded Commitment |
|
Commitment |
|
Fair Value(27) |
| BCTO BSI Buyer, Inc. (dba Buildertrend) |
|
First lien senior secured revolving loan |
|
12/2026 |
|
— |
|
|
11,250 |
|
|
— |
|
| BTRS HOLDINGS INC. (dba Billtrust) |
|
First lien senior secured revolving loan |
|
12/2028 |
|
34 |
|
|
56 |
|
|
— |
|
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.) |
|
First lien senior secured revolving loan |
|
8/2027 |
|
2,338 |
|
|
4,450 |
|
|
— |
|
| Certinia Inc. |
|
First lien senior secured revolving loan |
|
8/2029 |
|
— |
|
|
2,941 |
|
|
— |
|
| CivicPlus, LLC |
|
First lien senior secured revolving loan |
|
8/2027 |
|
— |
|
|
4,664 |
|
|
— |
|
| Coupa Holdings, LLC |
|
First lien senior secured revolving loan |
|
2/2029 |
|
— |
|
|
54 |
|
|
— |
|
| Creek Parent, Inc. (dba Catalent) |
|
First lien senior secured revolving loan |
|
12/2031 |
|
— |
|
|
12,116 |
|
|
(212) |
|
| Crewline Buyer, Inc. (dba New Relic) |
|
First lien senior secured revolving loan |
|
11/2030 |
|
— |
|
|
9,434 |
|
|
(118) |
|
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant) |
|
First lien senior secured revolving loan |
|
8/2031 |
|
— |
|
|
4,981 |
|
|
(12) |
|
| Delinea Buyer, Inc. (f/k/a Centrify) |
|
First lien senior secured revolving loan |
|
3/2027 |
|
— |
|
|
8,163 |
|
|
— |
|
| Disco Parent, Inc. (dba Duck Creek Technologies, Inc.) |
|
First lien senior secured revolving loan |
|
3/2029 |
|
— |
|
|
91 |
|
|
(1) |
|
| EET Buyer, Inc. (dba e-Emphasys) |
|
First lien senior secured revolving loan |
|
11/2027 |
|
— |
|
|
5,348 |
|
|
— |
|
| Entrata, Inc. |
|
First lien senior secured revolving loan |
|
7/2028 |
|
— |
|
|
103 |
|
|
— |
|
| Finastra USA, Inc. |
|
First lien senior secured revolving loan |
|
9/2029 |
|
4,651 |
|
|
2,827 |
|
|
— |
|
| Forescout Technologies, Inc. |
|
First lien senior secured revolving loan |
|
5/2030 |
|
— |
|
|
9,517 |
|
|
(44) |
|
| Fullsteam Operations, LLC |
|
First lien senior secured revolving loan |
|
11/2029 |
|
— |
|
|
593 |
|
|
— |
|
| Gainsight, Inc. |
|
First lien senior secured revolving loan |
|
7/2027 |
|
2,933 |
|
|
2,700 |
|
|
— |
|
| Gerson Lehrman Group, Inc. |
|
First lien senior secured revolving loan |
|
12/2027 |
|
— |
|
|
956 |
|
|
(2) |
|
| GI Ranger Intermediate, LLC (dba Rectangle Health) |
|
First lien senior secured revolving loan |
|
10/2027 |
|
258 |
|
|
1,953 |
|
|
— |
|
| Granicus, Inc. |
|
First lien senior secured revolving loan |
|
1/2031 |
|
— |
|
|
274 |
|
|
— |
|
| GS Acquisitionco, Inc. (dba insightsoftware) |
|
First lien senior secured revolving loan |
|
5/2028 |
|
— |
|
|
4,799 |
|
|
(36) |
|
| H&F Opportunities LUX III S.À R.L (dba Checkmarx) |
|
First lien senior secured revolving loan |
|
4/2026 |
|
— |
|
|
25,000 |
|
|
(63) |
|
| Hyland Software, Inc. |
|
First lien senior secured revolving loan |
|
9/2029 |
|
— |
|
|
4,070 |
|
|
— |
|
| Icefall Parent, Inc. (dba EngageSmart) |
|
First lien senior secured revolving loan |
|
1/2030 |
|
— |
|
|
1,217 |
|
|
— |
|
| Indikami Bidco, LLC (dba IntegriChain) |
|
First lien senior secured revolving loan |
|
6/2030 |
|
2,155 |
|
|
3,832 |
|
|
— |
|
| Integrity Marketing Acquisition, LLC |
|
First lien senior secured revolving loan |
|
8/2028 |
|
— |
|
|
2,422 |
|
|
— |
|
| Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)* |
|
First lien senior secured revolving loan |
|
8/2026 |
|
10,847 |
|
|
— |
|
|
— |
|
| Interoperability Bidco, Inc. (dba Lyniate) |
|
First lien senior secured revolving loan |
|
3/2028 |
|
352 |
|
|
6,418 |
|
|
— |
|
| IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.)) |
|
First lien senior secured revolving loan |
|
12/2027 |
|
302 |
|
|
1,208 |
|
|
— |
|
| JS Parent, Inc. (dba Jama Software) |
|
First lien senior secured revolving loan |
|
4/2031 |
|
— |
|
|
1,324 |
|
|
— |
|
| Kaseya Inc. |
|
First lien senior secured revolving loan |
|
6/2029 |
|
239 |
|
|
709 |
|
|
— |
|
| KWOL Acquisition Inc. (dba Worldwide Clinical Trials) |
|
First lien senior secured revolving loan |
|
12/2029 |
|
— |
|
|
3,101 |
|
|
— |
|
| Litera Bidco LLC |
|
First lien senior secured revolving loan |
|
5/2028 |
|
— |
|
|
7,654 |
|
|
(19) |
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded |
| Portfolio Company |
|
Commitment Type |
|
Commitment Expiration Date |
|
Funded Commitment |
|
Commitment |
|
Fair Value(27) |
| LogRhythm, Inc. |
|
First lien senior secured revolving loan |
|
7/2029 |
|
— |
|
|
475 |
|
|
(13) |
|
| Magnet Forensics, LLC (f/k/a Grayshift, LLC) |
|
First lien senior secured revolving loan |
|
7/2028 |
|
— |
|
|
968 |
|
|
— |
|
| ManTech International Corporation |
|
First lien senior secured revolving loan |
|
9/2028 |
|
— |
|
|
860 |
|
|
— |
|
| MINDBODY, Inc. |
|
First lien senior secured revolving loan |
|
9/2025 |
|
— |
|
|
7,143 |
|
|
— |
|
| Ministry Brands Holdings, LLC |
|
First lien senior secured revolving loan |
|
12/2027 |
|
— |
|
|
737 |
|
|
(6) |
|
| Minotaur Acquisition, Inc. (dba Inspira Financial) |
|
First lien senior secured revolving loan |
|
6/2030 |
|
— |
|
|
5,435 |
|
|
(27) |
|
| Monotype Imaging Holdings Inc. |
|
First lien senior secured revolving loan |
|
2/2030 |
|
— |
|
|
7,369 |
|
|
(18) |
|
| Neptune Holdings, Inc. (dba NexTech) |
|
First lien senior secured revolving loan |
|
8/2029 |
|
— |
|
|
588 |
|
|
— |
|
| NMI Acquisitionco, Inc. (dba Network Merchants) |
|
First lien senior secured revolving loan |
|
9/2028 |
|
— |
|
|
1,115 |
|
|
— |
|
| Oranje Holdco, Inc. (dba KnowBe4) |
|
First lien senior secured revolving loan |
|
2/2029 |
|
— |
|
|
1,602 |
|
|
— |
|
| PDI TA Holdings, Inc. |
|
First lien senior secured revolving loan |
|
2/2031 |
|
— |
|
|
918 |
|
|
(9) |
|
| PetVet Care Centers, LLC |
|
First lien senior secured revolving loan |
|
11/2029 |
|
— |
|
|
5,373 |
|
|
(228) |
|
| Ping Identity Holding Corp. |
|
First lien senior secured revolving loan |
|
10/2028 |
|
— |
|
|
643 |
|
|
— |
|
| Pluralsight, LLC |
|
First lien senior secured revolving loan |
|
8/2029 |
|
— |
|
|
5,060 |
|
|
— |
|
| Pye-Barker Fire & Safety, LLC |
|
First lien senior secured revolving loan |
|
5/2030 |
|
341 |
|
|
2,386 |
|
|
— |
|
| QAD, Inc. |
|
First lien senior secured revolving loan |
|
11/2027 |
|
— |
|
|
11,429 |
|
|
(29) |
|
| Relativity ODA LLC |
|
First lien senior secured revolving loan |
|
5/2029 |
|
— |
|
|
7,871 |
|
|
(20) |
|
| RL Datix Holdings (USA), Inc. |
|
First lien senior secured revolving loan |
|
10/2030 |
|
1,266 |
|
|
8,352 |
|
|
— |
|
| SailPoint Technologies Holdings, Inc. |
|
First lien senior secured revolving loan |
|
8/2028 |
|
— |
|
|
4,358 |
|
|
— |
|
| Salinger Bidco Inc. (dba Surgical Information Systems) |
|
First lien senior secured revolving loan |
|
5/2031 |
|
— |
|
|
1,406 |
|
|
(4) |
|
| Securonix, Inc. |
|
First lien senior secured revolving loan |
|
4/2028 |
|
80 |
|
|
3,479 |
|
|
— |
|
| Severin Acquisition, LLC (dba PowerSchool) |
|
First lien senior secured revolving loan |
|
10/2031 |
|
— |
|
|
4,016 |
|
|
(40) |
|
| Simplicity Financial Marketing Group Holdings, Inc. |
|
First lien senior secured revolving loan |
|
12/2031 |
|
— |
|
|
476 |
|
|
(5) |
|
| Smarsh Inc. |
|
First lien senior secured revolving loan |
|
2/2029 |
|
177 |
|
|
265 |
|
|
— |
|
| Spaceship Purchaser, Inc. (dba Squarespace) |
|
First lien senior secured revolving loan |
|
10/2031 |
|
— |
|
|
9,982 |
|
|
(50) |
|
| Talon MidCo 2 Limited |
|
First lien senior secured revolving loan |
|
8/2028 |
|
— |
|
|
119 |
|
|
— |
|
| Tamarack Intermediate, L.L.C. (dba Verisk 3E) |
|
First lien senior secured revolving loan |
|
3/2028 |
|
— |
|
|
1,682 |
|
|
(8) |
|
| Thunder Purchaser, Inc. (dba Vector Solutions) |
|
First lien senior secured revolving loan |
|
6/2027 |
|
— |
|
|
11,250 |
|
|
(60) |
|
| Velocity HoldCo III Inc. (dba VelocityEHS) |
|
First lien senior secured revolving loan |
|
4/2026 |
|
— |
|
|
2,500 |
|
|
— |
|
| When I Work, Inc. |
|
First lien senior secured revolving loan |
|
11/2027 |
|
— |
|
|
5,605 |
|
|
(196) |
|
| Zendesk, Inc. |
|
First lien senior secured revolving loan |
|
11/2028 |
|
— |
|
|
5,321 |
|
|
— |
|
| Non-controlled/affiliated - delayed draw debt commitments |
|
|
|
|
|
|
|
|
| Walker Edison Furniture Company LLC |
|
First lien senior secured delayed draw term loan |
|
3/2027 |
|
3,256 |
|
|
730 |
|
|
— |
|
| Non-controlled/affiliated revolving debt commitments |
|
|
|
|
|
|
|
|
| Walker Edison Furniture Company LLC* |
|
First lien senior secured revolving loan |
|
3/2027 |
|
4,495 |
|
|
— |
|
|
— |
|
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded |
| Portfolio Company |
|
Commitment Type |
|
Commitment Expiration Date |
|
Funded Commitment |
|
Commitment |
|
Fair Value(27) |
| Non-controlled/non-affiliated equity |
|
|
|
|
|
|
|
|
|
|
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC |
|
LLC Interest |
|
N/A |
|
1,487 |
|
|
3,280 |
|
|
— |
|
| AAM Series 2.1 Aviation Feeder, LLC |
|
LLC Interest |
|
N/A |
|
1,422 |
|
|
1,525 |
|
|
— |
|
| Non-controlled/affiliated - equity commitments |
|
|
|
|
|
|
|
|
| LSI Financing LLC |
|
Common Equity |
|
N/A |
|
61,865 |
|
|
1,275 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
| Total Portfolio Company Commitments |
|
|
|
$ |
151,910 |
|
|
$ |
608,337 |
|
|
$ |
(1,943) |
|
*Fully funded
(15)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(16)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2024, the aggregate fair value of these securities is $1.35 billion or 37.3% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
Acquisition Date |
| 6Sense Insights, Inc. |
|
Series E-1 Preferred Stock |
|
January 20, 2022 |
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC |
|
LLC Interest |
|
July 1, 2022 |
| AAM Series 2.1 Aviation Feeder, LLC |
|
LLC interest |
|
July 1, 2022 |
| Algolia, Inc. |
|
Series C Preferred Stock |
|
August 30, 2019 |
| Algolia, Inc. |
|
Series D Preferred Stock |
|
July 19, 2021 |
| Project Alpine Co-Invest Fund, LP |
|
LP Interest |
|
June 13, 2022 |
| AlphaSense, LLC |
|
Series E Preferred Shares |
|
June 27, 2024 |
| Alpha Partners Technology Merger Corp |
|
Warrants |
|
July 28, 2021 |
| Amergin Asset Management, LLC |
|
Class A Units |
|
July 1, 2022 |
| Arctic Wolf Networks, Inc. |
|
Preferred Stock |
|
July 7, 2021 |
| BCTO WIW Holdings, Inc. (dba When I Work) |
|
Class A Common Stock |
|
November 2, 2021 |
| BEHP Co-Investor II, L.P. |
|
LP Interest |
|
May 11, 2022 |
| Blend Labs, Inc. |
|
Warrants |
|
July 2, 2021 |
| Blue Owl Credit SLF LLC |
|
LLC Interest |
|
August 1, 2024 |
| Bolt Technology OÜ |
|
Preferred Stock |
|
December 10, 2021 |
| Brooklyn Lender Co-Invest 2, L.P. (dba Boomi) |
|
Common Units |
|
October 1, 2021 |
| Brex, Inc. |
|
Preferred Stock |
|
November 30, 2021 |
| Circle Internet Services, Inc. |
|
Series D Preferred Stock |
|
May 20, 2019 |
| Circle Internet Services, Inc. |
|
Series E Preferred Stock |
|
February 28, 2020 |
| Circle Internet Services, Inc. |
|
Series F Preferred Stock |
|
May 4, 2021 |
| Circle Internet Services, Inc. |
|
Subordinated Convertible Security |
|
April 12, 2024 |
| Circle Internet Services, Inc. |
|
Warrants |
|
May 20, 2019 |
| CloudPay, Inc. |
|
Series E Preferred Stock |
|
July 31, 2024 |
| Diligent Preferred Issuer, Inc. (dba Diligent Corporation) |
|
Preferred Stock |
|
April 6, 2021 |
| Dodge Construction Network Holdings, L.P. |
|
Class A-2 Common Units |
|
February 23, 2022 |
| Dodge Construction Network Holdings, L.P. |
|
Series A Preferred Units |
|
February 23, 2022 |
| Elliott Alto Co-Investor Aggregator L.P. |
|
LP Interest |
|
September 27, 2022 |
| EShares, Inc. (dba Carta) |
|
Series E Preferred Stock |
|
August 1, 2019 |
| Excalibur CombineCo, L.P. |
|
Class A Units |
|
July 2, 2024 |
| Fifth Season Investments LLC |
|
Class A Units |
|
July 18, 2022 |
| Halo Parent Newco, LLC |
|
Class H PIK Preferred Equity |
|
October 15, 2021 |
| Harness, Inc. |
|
Junior Preferred Stock |
|
May 24, 2024 |
| Help HP SCF Investor, LP |
|
LP Interest |
|
April 28, 2021 |
| Project Hotel California Co-Invest Fund, L.P. |
|
LP Interest |
|
August 9, 2022 |
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
Acquisition Date |
| Illumio, Inc. |
|
Common stock |
|
June 23, 2021 |
| Illumio, Inc. |
|
Series F Preferred Stock |
|
August 27, 2021 |
| Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC) |
|
LP Interest |
|
June 8, 2022 |
| JumpCloud, Inc. |
|
Series B Preferred Stock |
|
December 30, 2021 |
| JumpCloud, Inc. |
|
Series F Preferred Stock |
|
September 3, 2021 |
| Kajabi Holdings, LLC |
|
Senior Preferred Class D Units |
|
March 24, 2021 |
| Klaviyo, Inc. |
|
Series B Common Stock |
|
May 4, 2021 |
| KWOL Acquisition Inc. (dba Worldwide Clinical Trials) |
|
Class A Interest |
|
December 12, 2023 |
| Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.) |
|
Perpetual Preferred Stock |
|
June 22, 2022 |
| Linked Store Cayman Ltd. (dba Nuvemshop) |
|
Series E Preferred Stock |
|
August 9, 2021 |
| LSI Financing 1 DAC |
|
Series 1 Notes |
|
December 14, 2022 |
| LSI Financing LLC |
|
Common Equity |
|
November 25, 2024 |
| MessageBird Holding B.V. |
|
Extended Series C Warrants |
|
May 5, 2021 |
| Minerva Holdco, Inc. |
|
Senior A Preferred Stock |
|
February 15, 2022 |
| Nylas, Inc. |
|
Series C Preferred Stock |
|
June 3, 2021 |
| Paradigmatic Holdco LLC (dba Pluralsight) |
|
Common stock |
|
August 22, 2024 |
| Replicated, Inc. |
|
Series C Preferred Stock |
|
June 30, 2021 |
| Revolut Ribbit Holdings, LLC |
|
Ordinary Shares |
|
September 30, 2021 |
| Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers) |
|
Series A Preferred Stock |
|
November 15, 2023 |
| Saturn Ultimate, Inc. |
|
Common stock |
|
December 29, 2021 |
| Securiti, Inc. |
|
Series C Preferred Shares |
|
July 28, 2022 |
| Signifyd Inc. |
|
Preferred equity |
|
April 8, 2021 |
| Simpler Postage, Inc. (dba Easypost) |
|
Warrants |
|
June 11, 2024 |
| SLA Eclipse Co-Invest, L.P. |
|
LP Interest |
|
September 30, 2019 |
| Space Exploration Technologies Corp. |
|
Class A Common Stock |
|
March 25, 2021 |
| Space Exploration Technologies Corp. |
|
Class C Common Stock |
|
March 25, 2021 |
| Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand, Inc.) |
|
Series A Preferred Stock |
|
October 15, 2021 |
| Thunder Topco L.P. (dba Vector Solutions) |
|
Common Units |
|
June 30, 2021 |
| TravelPerk, Inc. |
|
Warrants |
|
May 1, 2024 |
| VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.) |
|
Series A Preferred Stock |
|
October 15, 2021 |
| Vestwell Holdings, Inc. |
|
Series D Preferred Stock |
|
December 20, 2023 |
| Walker Edison Holdco LLC |
|
Common Units |
|
March 1, 2023 |
| WMC Bidco, Inc. (dba West Monroe) |
|
Senior Preferred Stock |
|
November 9, 2021 |
| WP Irving Co-Invest, L.P. |
|
Partnership Units |
|
May 18, 2022 |
| XOMA Corporation |
|
Warrants |
|
December 15, 2023 |
| Zoro TopCo, Inc. |
|
Series A Preferred Equity |
|
November 22, 2022 |
| Zoro TopCo, L.P. |
|
Class A Common Units |
|
November 22, 2022 |
(17)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II and CLO 2020-1. See “Note 5 — Debt”.
(18)This portfolio company is not pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II and CLO 2020-1. See “Note 5 — Debt”.
(19)Unless otherwise indicated, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
(20)Under the Investment Company Act of 1940, as amended (the “1940 Act”), the Company is deemed to be an “Affiliated Person” of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% but less than 25% of the portfolio company’s
Blue Owl Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands, except share amounts)
outstanding voting securities. Transactions during the period ended December 31, 2024 in which the Company was an Affiliated Person of the portfolio company are as follows:
|
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|
|
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|
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company |
|
Fair Value at December 31, 2023 |
|
Gross Additions
(a) |
|
Gross Reductions(b) |
|
Net Change in Unrealized Gain/(Loss) |
|
Realized Gain/(Loss) |
|
Transfers |
|
Fair Value at December 31, 2024 |
|
Interest and PIK Interest Income |
|
Dividend and PIK Dividend Income |
|
Other Income |
| Fifth Season Investments LLC |
|
$ |
43,904 |
|
|
$ |
32,382 |
|
|
$ |
(19,626) |
|
|
$ |
5,857 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
62,517 |
|
|
$ |
— |
|
|
$ |
6,673 |
|
|
$ |
— |
|
| Help HP SCF Investor, LP |
|
67,221 |
|
|
6 |
|
|
— |
|
|
(6,877) |
|
|
— |
|
|
— |
|
|
60,350 |
|
|
— |
|
|
— |
|
|
— |
|
| LSI Financing LLC |
|
— |
|
|
83,915 |
|
|
(22,050) |
|
|
(188) |
|
|
— |
|
|
— |
|
|
61,677 |
|
|
— |
|
|
324 |
|
|
— |
|
| LSI Financing 1 DAC |
|
12,992 |
|
|
4,953 |
|
|
(15,403) |
|
|
(618) |
|
|
1,169 |
|
|
— |
|
|
3,093 |
|
|
— |
|
|
64 |
|
|
— |
|
| Pluralsight, LLC |
|
— |
|
|
88,660 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
88,660 |
|
|
2,449 |
|
|
— |
|
|
32 |
|
| Signifyd Inc. |
|
110,500 |
|
|
11,707 |
|
|
(40) |
|
|
3,898 |
|
|
— |
|
|
— |
|
|
126,065 |
|
|
— |
|
|
11,702 |
|
|
— |
|
| Split Software, Inc. |
|
22,484 |
|
|
— |
|
|
(13,139) |
|
|
7,520 |
|
|
(16,865) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Walker Edison Furniture Company LLC |
|
14,992 |
|
|
3,446 |
|
|
— |
|
|
(13,497) |
|
|
— |
|
|
— |
|
|
4,941 |
|
|
— |
|
|
— |
|
|
10 |
|
| Total |
|
$ |
272,093 |
|
|
$ |
225,069 |
|
|
$ |
(70,258) |
|
|
$ |
(3,905) |
|
|
$ |
(15,696) |
|
|
$ |
— |
|
|
$ |
407,303 |
|
|
$ |
2,449 |
|
|
$ |
18,763 |
|
|
$ |
42 |
|
_______________
(a)Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.
(b)Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.
(21)As defined in the 1940 act, the Company is deemed to be both an “Affiliated Person” and has “Control” of this portfolio company as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“controlled affiliate”). The Company’s investments in controlled affiliates for the period ended December 31, 2024 were as follows:
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company |
|
Fair Value at December 31, 2023 |
|
Gross Additions
(a)
|
|
Gross Reductions(b) |
|
Net Change in Unrealized Gain/(Loss) |
|
Realized Gain/(Loss) |
|
Transfers |
|
Fair Value at December 31, 2024 |
|
Interest and PIK Interest Income |
|
Dividend and PIK Dividend Income |
|
Other Income |
| Blue Owl Credit SLF LLC |
|
$ |
— |
|
|
$ |
2,618 |
|
|
$ |
(1,669) |
|
|
$ |
(2) |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
947 |
|
|
$ |
— |
|
|
$ |
27 |
|
|
$ |
— |
|
| Revolut Ribbit Holdings, LLC |
|
66,509 |
|
|
32 |
|
|
— |
|
|
39,902 |
|
|
— |
|
|
— |
|
|
106,443 |
|
|
— |
|
|
— |
|
|
— |
|
| Total |
|
$ |
66,509 |
|
|
$ |
2,650 |
|
|
$ |
(1,669) |
|
|
$ |
39,900 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
107,390 |
|
|
$ |
— |
|
|
$ |
27 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
(a)Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.
(b)Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.
(22)This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2024, non-qualifying assets represented 14.2% of total assets as calculated in accordance with the regulatory requirements.
(23)Non-income producing investment.
(24)Loan was on non-accrual status as of December 31, 2024.
(25)Contains a fixed-rate structure.
(26)Harness Inc. has retained 304,990 shares until June 11, 2026 as a security for indemnity obligations detailed in the Merger Agreement with Split Software, Inc.
(27)The negative cost and fair value results from unamortized fees, which are capitalized to the investment cost of unfunded commitments.
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Technology Finance Corp.
Consolidated Statements of Changes in Net Assets
(Amounts in thousands)
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
|
|
2025 |
|
2024 |
|
2023 |
| Increase (Decrease) in Net Assets Resulting from Operations |
|
|
|
|
|
|
|
|
|
| Net investment income (loss) |
|
|
|
|
$ |
512,081 |
|
|
$ |
374,142 |
|
|
$ |
366,150 |
|
| Net change in unrealized gain (loss) |
|
|
|
|
175,209 |
|
|
51,364 |
|
|
(3,531) |
|
| Net realized gain (loss) |
|
|
|
|
33,081 |
|
|
(106,281) |
|
|
6,520 |
|
| Net Increase (Decrease) in Net Assets Resulting from Operations |
|
|
|
|
720,371 |
|
|
319,225 |
|
|
369,139 |
|
| Distributions |
|
|
|
|
|
|
|
|
|
| Distributions declared from earnings |
|
|
|
|
(607,681) |
|
|
(307,026) |
|
|
(300,308) |
|
| Net Decrease in Net Assets Resulting from Shareholders' Distributions |
|
|
|
|
(607,681) |
|
|
(307,026) |
|
|
(300,308) |
|
| Capital Share Transactions |
|
|
|
|
|
|
|
|
|
Issuance of common shares in connection with the Mergers(1) |
|
|
|
|
4,278,003 |
|
|
— |
|
|
— |
|
| Repurchase of common shares |
|
|
|
|
(73,448) |
|
|
— |
|
|
— |
|
| Reinvestment of distributions |
|
|
|
|
99,203 |
|
|
82,957 |
|
|
73,798 |
|
| Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions |
|
|
|
|
4,303,758 |
|
|
82,957 |
|
|
73,798 |
|
| Total Increase (Decrease) in Net Assets |
|
|
|
|
4,416,448 |
|
|
95,156 |
|
|
142,629 |
|
| Net Assets, at beginning of period |
|
|
|
|
3,625,150 |
|
|
3,529,994 |
|
|
3,387,365 |
|
| Net Assets, at end of period |
|
|
|
|
$ |
8,041,598 |
|
|
$ |
3,625,150 |
|
|
$ |
3,529,994 |
|
(1)Refer to “Note 13 — Merger with Blue Owl Technology Finance Corp. II (“OTF II”)” for additional information on the merger between the Company and OTF II (the “Mergers”).
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Technology Finance Corp.
Consolidated Statements of Cash Flows
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
|
|
2025 |
|
2024 |
|
2023 |
| Cash Flows from Operating Activities |
|
|
|
|
|
|
|
|
|
| Net Increase (Decrease) in Net Assets Resulting from Operations |
|
|
|
|
$ |
720,371 |
|
|
$ |
319,225 |
|
|
$ |
369,139 |
|
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
| Purchases of investments, net |
|
|
|
|
(3,764,946) |
|
|
(1,974,494) |
|
|
(849,453) |
|
| Proceeds from investments and investment repayments, net |
|
|
|
|
1,924,964 |
|
|
1,816,845 |
|
|
1,334,748 |
|
| Net amortization/accretion of premium/discount on investments |
|
|
|
|
(52,314) |
|
|
(41,928) |
|
|
(37,090) |
|
| Net change in unrealized (gain) loss on investments |
|
|
|
|
(146,218) |
|
|
(51,630) |
|
|
6,657 |
|
| Net change in unrealized (gain) loss on interest rate swaps attributed to unsecured notes |
|
|
|
|
18,944 |
|
|
— |
|
|
— |
|
| Net change in unrealized (gain) loss on forward contracts |
|
|
|
|
1,941 |
|
|
— |
|
|
— |
|
| Net change in unrealized (gain) loss on translation of assets and liabilities in foreign currencies |
|
|
|
|
(31,634) |
|
|
263 |
|
|
(3,128) |
|
| Net realized (gain) loss on investments |
|
|
|
|
(54,560) |
|
|
104,238 |
|
|
(8,207) |
|
| Net realized (gain) loss on foreign currency transactions relating to investments |
|
|
|
|
(7,993) |
|
|
14,940 |
|
|
22 |
|
| Net realized (gain) loss on foreign currency transactions relating to debt |
|
|
|
|
29,472 |
|
|
— |
|
|
— |
|
| Paid-in-kind interest |
|
|
|
|
(135,715) |
|
|
(96,595) |
|
|
(113,711) |
|
| Paid-in-kind dividends |
|
|
|
|
(34,455) |
|
|
(42,901) |
|
|
(36,561) |
|
| Amortization of debt issuance costs |
|
|
|
|
27,061 |
|
|
9,258 |
|
|
9,335 |
|
|
|
|
|
|
|
|
|
|
|
| Cash acquired in the Mergers |
|
|
|
|
647,248 |
|
|
— |
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
| (Increase) decrease in interest receivable |
|
|
|
|
37,303 |
|
|
(6,226) |
|
|
462 |
|
| (Increase) decrease in dividend income receivable |
|
|
|
|
(4,331) |
|
|
3,913 |
|
|
401 |
|
| (Increase) decrease in paid-in-kind interest receivable |
|
|
|
|
— |
|
|
4,576 |
|
|
(3,108) |
|
| (Increase) decrease in prepaid expenses and other assets |
|
|
|
|
1,989 |
|
|
(9,321) |
|
|
(212) |
|
| Increase (decrease) in management fee payable |
|
|
|
|
22,081 |
|
|
435 |
|
|
9 |
|
| Increase (decrease) in incentive fee payable |
|
|
|
|
46,269 |
|
|
(6,782) |
|
|
2,893 |
|
| Increase (decrease) in payables to affiliates |
|
|
|
|
(1,839) |
|
|
784 |
|
|
(1,639) |
|
| Increase (decrease) in payable for investments purchased |
|
|
|
|
(49,790) |
|
|
28,633 |
|
|
24,163 |
|
| Increase (decrease) in accrued expenses and other liabilities |
|
|
|
|
(109,800) |
|
|
(9,083) |
|
|
13,637 |
|
Net cash provided by (used in) operating activities |
|
|
|
|
(915,952) |
|
|
64,150 |
|
|
708,357 |
|
| Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
|
| Borrowings on debt |
|
|
|
|
4,004,000 |
|
|
347,805 |
|
|
901,588 |
|
| Payments on debt |
|
|
|
|
(2,568,340) |
|
|
(382,329) |
|
|
(1,124,000) |
|
| Debt issuance costs |
|
|
|
|
(26,609) |
|
|
(11,689) |
|
|
(11,479) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Repurchases of common stock |
|
|
|
|
(73,448) |
|
|
— |
|
|
— |
|
| Distributions paid |
|
|
|
|
(393,727) |
|
|
(229,954) |
|
|
(208,742) |
|
Net cash provided by (used in) financing activities |
|
|
|
|
941,876 |
|
|
(276,167) |
|
|
(442,633) |
|
Net increase (decrease) in cash and restricted cash, including foreign cash (restricted cash of $— and $—, respectively) |
|
|
|
|
25,924 |
|
|
(212,017) |
|
|
265,724 |
|
Cash and restricted cash, including foreign cash, beginning of period (restricted cash of $— and $—, respectively) |
|
|
|
|
257,000 |
|
|
469,017 |
|
|
203,293 |
|
Cash and restricted cash, including foreign cash, end of period (restricted cash of $— and $—, respectively) |
|
|
|
|
$ |
282,924 |
|
|
$ |
257,000 |
|
|
$ |
469,017 |
|
Blue Owl Technology Finance Corp.
Consolidated Statements of Cash Flows
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
|
|
2025 |
|
2024 |
|
2023 |
| Supplemental and Non-Cash Information |
|
|
|
|
|
|
|
|
|
| Interest paid during the period |
|
|
|
|
$ |
304,723 |
|
|
$ |
189,478 |
|
|
$ |
173,445 |
|
| Distributions declared during the period |
|
|
|
|
$ |
607,681 |
|
|
$ |
307,026 |
|
|
$ |
300,308 |
|
| Reinvestment of distributions during the period |
|
|
|
|
$ |
99,203 |
|
|
$ |
82,957 |
|
|
$ |
73,798 |
|
| Distributions Payable |
|
|
|
|
$ |
185,749 |
|
|
$ |
70,998 |
|
|
$ |
76,883 |
|
Issuance of shares in connection with the Mergers(1) |
|
|
|
|
$ |
4,278,003 |
|
|
$ |
— |
|
|
$ |
— |
|
| Taxes, including excise tax, paid during the period |
|
|
|
|
$ |
11,550 |
|
|
$ |
10,155 |
|
|
$ |
7,900 |
|
(1)Refer to “Note 13 — Merger with Blue Owl Technology Finance Corp. II (“OTF II”)” for additional information on the Mergers.
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements
Note 1. Organization
Blue Owl Technology Finance Corp. (the “Company”) is a Maryland corporation formed on July 12, 2018. The Company was formed primarily to originate and make loans to, and make debt and equity investments in, technology-related companies, specifically software companies, based primarily in the United States. The Company originates and invests in senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. The Company’s investment objective is to maximize total return by generating current income from its debt investments and other income producing securities, and capital appreciation from its equity and equity-linked investments.
The Company intends to invest at least 80% of the value of its total assets in “technology-related” companies. The Company defines technology-related companies as those that (i) operate directly in the technology industry, which includes, but is not limited to, application software, systems software, healthcare technology, information technology, technology services and infrastructure, financial technology and internet and digital media, (ii) operate indirectly through their reliance on technology (i.e., utilizing scientific knowledge or technology-enabled techniques, skills, methods, devices or processes to deliver goods and/or services) or (iii) seek to grow through technological advancements and innovations. The Company invests in a broad range of companies with a focus on established enterprise software companies that are capitalizing on the large and growing demand for software products and services.
The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, the Company is treated as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Because the Company has elected to be regulated as a BDC and qualifies as a RIC under the Code, the Company’s portfolio is subject to diversification and other requirements.
On September 24, 2018, the Company formed a wholly-owned subsidiary, OR Tech Lending LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Tech Lending LLC originates loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.
Blue Owl Technology Credit Advisors LLC (the “Adviser”) serves as the Company’s investment adviser, an indirect affiliate of Blue Owl Capital, Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform. The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Blue Owl consists of three investment platforms: (1) Credit, which includes several strategies, including direct lending, alternative credit, investment grade credit, liquid credit and other adjacent investment strategies, (2) GP Strategic Capital, which primarily focuses on acquiring equity stakes in or providing debt financing to large multi-product private equity and private credit firms and (3) Real Assets, which primarily focuses on the strategies of net lease real estate, real estate credit and digital infrastructure, which focuses on acquiring, financing, developing and operating data centers and related digital infrastructure assets. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.
On August 10, 2018, the Company commenced its loan origination and investment activities contemporaneously with the initial drawdown from investors in the Company’s private offering. In September 2018, the Company made its first portfolio company investment.
On March 24, 2025, the Company consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) with Blue Owl Technology Finance Corp. II, a Maryland corporation (“OTF II”), Oriole Merger Sub Inc., a Maryland corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser, and Blue Owl Technology Credit Advisors II LLC (“OTCA II”), a Delaware limited liability company and investment adviser to OTF II. In connection therewith, Merger Sub merged with and into OTF II, with OTF II continuing as the surviving company and as a wholly-owned subsidiary of the Company (the “Initial Merger”) and, immediately thereafter, OTF II merged with and into the Company, with the Company continuing as the surviving company (together with the Initial Merger, the “Mergers”). Refer to “Note 13 — Merger with Blue Owl Technology Finance Corp. II” for further discussion of the Mergers.
On June 12, 2025, the Company’s common stock was listed and began trading on the New York Stock Exchange (“NYSE”) under the symbol “OTF” (the “Exchange Listing”).
Note 2. Significant Accounting Policies
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements have been included. The Company was initially capitalized on August 7, 2018 and commenced operations on August 10, 2018. The Company’s fiscal year ends on December 31.
Reclassifications
As a result of changes in presentations, certain prior year amounts have been reclassified to conform to the current presentation. These reclassifications had no effect on the reported results of operations.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts could differ from those estimates and such differences could be material.
Cash and Restricted Cash
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral. Cash is carried at cost, which approximates fair value. The Company deposits its cash with highly-rated banking corporations and, at times, may exceed the insured limits under applicable law.
Consolidation
As provided under Regulation S-X and ASC Topic 946 - Financial Services - Investment Companies, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company's wholly-owned subsidiaries in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.
The Company does not consolidate its equity interest in Blue Owl Credit SLF LLC (“Credit SLF”) or Blue Owl Leasing LLC (“Blue Owl Leasing”). For further description of the Company’s investment in Credit SLF and Blue Owl Leasing, see “Note 4 — Investments”.
Investments at Fair Value
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period. Rule 2a-5 under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Pursuant to Rule 2a-5, the Board designated the Adviser as the Company’s valuation designee to perform fair value determinations relating to the value of assets held by the Company for which market quotations are not readily available.
Investments for which market quotations are readily available are typically valued at the average bid price of those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of the Company’s investments, are valued at fair value as determined in good faith by the Adviser, as the valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of the Adviser.
As part of the valuation process, the Adviser, as the valuation designee, takes into account relevant factors in determining the fair value of the Company’s investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase or sale transaction, public offering or subsequent equity sale occurs, the Adviser, as the valuation designee, considers whether the pricing indicated by the external event corroborates its valuation.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The Adviser, as the valuation designee, undertakes a multi-step valuation process, which includes, among other procedures, the following:
•With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;
•With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;
•Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee;
•The Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;
•Each quarter, the Adviser, as the valuation designee, will provide the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, the Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and
•The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.
The Company conducts this valuation process on a quarterly basis.
The Company applies Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
•Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
•Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
•Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Transfers between levels, if any, are recognized at the beginning of the period in which the transfer occurs. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Adviser, as the valuation designee, evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (such as broker quotes), the Adviser, as the valuation designee, subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Adviser, as the valuation designee, or the independent valuation firm(s), reviews pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.
The Company applies the practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value per share (or its equivalent). ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies, or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy as per ASC Topic 820.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.
Financial and Derivative Instruments
The Company follows the guidance in ASC 815 Derivatives and Hedging, when accounting for all derivative instruments. The Company designated certain interest rate swaps as hedging instruments, and as a result, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s interest rate swaps are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. For all other derivatives, the Company does not utilize hedge accounting and values such derivatives at fair value with the unrealized gains or losses recorded in “net change in unrealized gains (losses) from foreign currency and other transactions” in the Company’s consolidated statement of operations.
Foreign Currency Forward Contracts
The Company uses foreign currency forward contracts to reduce the Company's exposure to fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another at a pre-determined price at a future date. Foreign currency forward contracts are marked-to-market at the applicable forward rate. Unrealized gains (losses) on foreign currency forward contracts are recorded within other assets or other liabilities on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis. The Company does not utilize hedge accounting and values forward contracts at fair value with the unrealized gains or losses recorded in net change in unrealized gains (losses) from foreign currency and other transactions in the Company’s Consolidated Statements of Operations.
Interest Rate Swaps
The Company uses interest rate swaps to hedge some or all of the Company's fixed rate debt. The Company has designated each interest rate swap held as the hedging instrument in an effective hedge accounting relationship, and therefore the periodic payments and receipts are recognized as components of interest expense in the Consolidated Statements of Operations. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as an other asset or other liability on the Company's Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by a change in the net carrying value of the fixed rate debt. Any amounts paid to the counterparty to cover collateral obligations under the terms of the interest rate swap agreement are included in other assets or other liabilities and expenses on the Company's Consolidated Statements of Assets and Liabilities. Please see “Note 5 — Debt” to the Company's Consolidated Financial Statements for additional details.
Foreign Currency
Foreign currency amounts are translated into U.S. dollars on the following basis:
•cash, fair value of investments, outstanding debt, other assets and liabilities: at the spot exchange rate on the last business day of the period; and
•purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.
The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations with the change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization and accretion of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends, the majority of which is structured at initial underwriting. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event.
PIK interest and PIK dividend income consisted of the following for the periods:
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
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For the Year Ended December 31, |
| ($ in thousands) |
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|
2025 |
|
2024 |
|
2023 |
| PIK Interest Income |
|
|
|
|
$ |
92,826 |
|
|
$ |
106,432 |
|
|
$ |
112,991 |
|
| PIK Interest Income as a % of Investment Income |
|
|
|
|
8.1 |
% |
|
15.6 |
% |
|
16.5 |
% |
| PIK Dividend Income |
|
|
|
|
$ |
66,657 |
|
|
$ |
40,370 |
|
|
$ |
35,391 |
|
| PIK Dividend Income as a % of Investment Income |
|
|
|
|
5.8 |
% |
|
5.9 |
% |
|
5.2 |
% |
| Total PIK Income |
|
|
|
|
$ |
159,483 |
|
|
$ |
146,802 |
|
|
$ |
148,382 |
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| Total PIK Income as a % of Investment Income |
|
|
|
|
13.9 |
% |
|
21.5 |
% |
|
21.7 |
% |
Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the amortization and accretion of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point the Company believes PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Other Income
From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are generally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies.
Offering Expenses
Costs associated with the offering of common shares of the Company are capitalized as deferred offering expenses and are included in prepaid expenses and other assets in the Consolidated Statements of Assets and Liabilities and are amortized over a twelve-month period from incurrence. Expenses for any additional offerings are deferred and amortized as incurred. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.
Debt Issuance Costs
The Company records origination and other expenses related to its debt obligations as debt issuance costs. These expenses are deferred and amortized utilizing the effective yield method, over the estimated life of the related debt instrument. Debt issuance costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the Consolidated Statements of Assets and Liabilities as an asset until the debt liability is recorded.
Reimbursement of Transaction-Related Expenses
The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are generally expected to be reimbursed by the Company’s portfolio companies, are typically deferred until the transaction is consummated and are recorded in prepaid expenses and other assets on the date incurred. The costs of successfully completed investments not otherwise reimbursed are borne by the Company and are included as a component of the investment’s cost basis.
Cash advances received in respect of transaction-related expenses are recorded as cash with an offset to accrued expenses and other liabilities. Accrued expenses and other liabilities are relieved as reimbursable expenses are incurred.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
Income Taxes
The Company has elected to be treated as a BDC under the 1940 Act. The Company has elected to be treated as a RIC under the Code beginning with its taxable year ending December 31, 2018 and intends to continue to qualify annually thereafter as a RIC. So long as the Company maintains its tax treatment as a RIC, it generally will not pay U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company. However, the Company will be subject to U.S. federal income tax imposed at corporate rates on any income, including capital gains not distributed (or deemed distributed) to its stockholders.
To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company generally must distribute to its shareholders on a timely basis, at least the sum of (i) 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses and (ii) its net tax-exempt income. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state income taxes imposed at corporate rates.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2025. As applicable, the Company’s prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.
Distributions to Common Shareholders
Distributions to common shareholders are recorded on the record date. The amount to be distributed is determined by the Board and is generally based upon the earnings estimated by the Adviser. In addition, the Board may consider the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Undistributed long-term capital gains, if any, would be generally distributed at least annually, although the Company may decide to retain such capital gains for investment.
The Company has adopted an “opt out” dividend reinvestment plan that provides for reinvestment of any cash distributions on behalf of shareholders, unless a shareholder elects to receive cash. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares or shares purchased in the open market to implement the dividend reinvestment plan.
Segment Reporting
In accordance with ASC Topic 280 – “Segment Reporting (ASC 280),” the Company has determined that it has a single operating and reporting segment. As a result, the Company’s segment accounting policies are the same as described herein and the Company does not have any intra-segment sales and transfers of assets.
The Company operates through a single operating and reporting segment with an investment objective to generate both current income, and to a lesser extent, capital appreciation through debt and equity investments. The chief operating decision maker (“CODM”) is comprised of the Company’s chief executive officer, president, and chief financial officer and chief operating officer and assesses the performance and makes operating decisions of the Company on a consolidated basis primarily based on the Company’s net increase in shareholder’s equity resulting from operations (“net income”). In addition to numerous other factors and metrics, the CODM utilizes net income as a key metric in determining the amount of dividends to be distributed to the Company’s stockholders. As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying consolidated balance sheet as “total assets” and the significant segment expenses are listed on the accompanying consolidated statement of operations.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
New Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740),” which updates annual income tax disclosure requirements related to rate reconciliation, income taxes paid and other disclosures. The Company adopted ASU 2023-09 effective December 31, 2025, and concluded the adoption of the standard had no material impact on the consolidated annual financial statements of the Company.
Other than the aforementioned guidance, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
Note 3. Agreements and Related Party Transactions
Administration Agreement
The Company has entered into an amended and restated Administration Agreement (the “Administration Agreement”) with the Adviser. Under the terms of the Administration Agreement, the Adviser performs, or oversees the performance of, required administrative services, which include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others. On May 5, 2025, the Board approved the continuation of the Administration Agreement.
The Administration Agreement also provides that the Company reimburses the Adviser for certain organization costs incurred prior to the commencement of the Company’s operations, and for certain offering costs.
The Company reimburses the Adviser for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Adviser for any services performed for it by such affiliate or third party.
Unless earlier terminated as described below, the Administration Agreement will remain in effect for two years from the date it first became effective, and will remain in effect from year to year if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent directors. The Administration Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company (as defined in the 1940 Act), or by the vote of a majority of the Board or by the Adviser.
No person who is an officer, director, or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s officers who provide operational and administrative services, as well as their respective staffs and other professionals who provide services to the Company, who assist with the preparation, coordination and administration of the foregoing or provide other “back office” or “middle office”, financial or operational services to the Company (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.
For the years ended December 31, 2025, 2024 and 2023, the Company incurred expenses of approximately $7.7 million, $3.6 million and $3.0 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.
As of December 31, 2025, 2024 and 2023, amounts reimbursable to the Adviser pursuant to the Administration Agreement were $0.1 million, $1.9 million and $1.1 million, respectively.
Investment Advisory Agreement
The Investment Advisory Agreement became effective on May 18, 2021. Under the terms of the Investment Advisory Agreement, the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring its investments, and monitoring its portfolio companies on an ongoing basis through a team of investment professionals. On May 5, 2025, the Board approved the continuation of the Investment Advisory Agreement.
The Adviser’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to the Company are not impaired.
Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect for two years from the date it first became effective, and will remain in effect from year-to-year if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, by a majority of independent directors.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of any penalty, the Company may terminate the Investment Advisory Agreement with the Adviser upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board or the shareholders holding a majority of the outstanding shares (as defined in the 1940 Act) of the Company’s common stock. In addition, without payment of any penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice.
From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.
Under the terms of the Investment Advisory Agreement, the Company will pay the Adviser a base management fee and may also pay to it certain incentive fees. The cost of both the management fee and the incentive fee will ultimately be borne by the Company’s shareholders.
The management fee (“Management Fee”) is payable quarterly in arrears. Prior to the Exchange Listing, the Management Fee was payable at an annual rate of 0.90% of the Company’s (i) average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of the two most recently completed calendar quarters; provided, however, that no Management Fee was charged on the value of gross assets (excluding cash and cash-equivalents but including assets purchased with borrowed amounts) that was below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act; plus (ii) the average of any remaining unfunded capital commitments at the end of the two most recently completed calendar quarters. Following the Exchange Listing, the Management Fee is payable at an annual rate of (x) 1.50% of the Company’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is above an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act and (y) 1.00% of the Company’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act, in each case, at the end of the two most recently completed calendar quarters payable quarterly in arrears. The Management Fee will be appropriately prorated and adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuances or repurchases during the relevant calendar quarters. The Management Fee for any partial month or quarter, as the case may be, will be appropriately prorated and adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter). For purposes of the Investment Advisory Agreement, gross assets means the Company’s total assets determined on a consolidated basis in accordance with generally accepted accounting principles in the United States, excluding cash and cash equivalents, but including assets purchased with borrowed amounts.
For the years ended December 31, 2025, 2024 and 2023, management fees were $144.9 million, net of $227.7 thousand in management fee waivers, $56.7 million and $58.4 million, respectively.
Pursuant to the Investment Advisory Agreement, the Adviser is entitled to an incentive fee (“Incentive Fee”), which consists of two components that are independent of each other, with the result that one component may be payable even if the other is not.
The portion of the Incentive Fee based on income is determined and paid quarterly in arrears commencing with the first calendar quarter following the initial closing date, and equals (i) prior to the Exchange Listing, 100% of the pre-Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate”, until the Adviser has received 10% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.67% quarterly, 10% of all remaining pre-Incentive Fee net investment income for that calendar quarter, and (ii) subsequent to the Exchange Listing, 100% of the pre-Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 17.5% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-Incentive Fee net investment income for that calendar quarter. The 100% “catch-up” provision for pre-Incentive Fee net investment income in excess of the 1.5% “hurdle rate” is intended to provide the Adviser with an Incentive Fee of (i) prior to the Exchange Listing, 10% on all pre- Incentive Fee net investment income when that amount equals 1.67% in a calendar quarter (6.67% annualized), and (ii) subsequent to the Exchange Listing, 17.5% on all pre-Incentive Fee net investment income when that amount equals 1.82% in a calendar quarter (7.27% annualized), which, in each case, is the rate at which catch-up is achieved. Once the “hurdle rate” is reached and catch-up is achieved, (i) prior to the Exchange Listing, 10% of any pre-Incentive Fee net investment income in excess of 1.67% in any calendar quarter is payable to the Adviser, and (ii) subsequent to the Exchange Listing, 17.5% of any pre-Incentive Fee net investment income in excess of 1.82% in any calendar quarter is payable to the Adviser.
For the years ended December 31, 2025, 2024 and 2023, performance-based incentive fees based on net investment income were $93.4 million, $41.0 million and $40.7 million, respectively.
The second component of the Incentive Fee, the “Capital Gains Incentive Fee,” payable at the end of each calendar year in arrears, equals, (i) prior to the Exchange Listing, 10% of cumulative realized capital gains from the initial closing date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the initial closing date to the end of each calendar year, and (ii) subsequent to the Exchange Listing, 17.5% of cumulative realized capital gains from the Listing Date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
Each year, the fee paid for the Capital Gains Incentive Fee is net of the aggregate amount of any previously paid Capital Gains Incentive Fee for prior periods. While the Investment Advisory Agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive fee, as required by U.S. GAAP, the Company accrues capital gains incentive fees on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if the Company’s entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized. The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated. In no event will the Capital Gains Fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.
For the year ended December 31, 2025, the Company accrued performance based incentive fees based on capital gains of $37.5 million, of which $37.5 million was related to unrealized gains. For the year ended December 31, 2024, the Company recorded a reversal of previously recorded performance based incentive fees of $5.5 million. For the year ended December 31, 2023 the Company accrued performance based incentive fees based on capital gains of $0.3 million, of which $0.3 million was related to unrealized gains.
Affiliated Transactions
The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company, the Adviser and certain of their affiliates were granted an order for exemptive relief that permitted co-investing with affiliates of the Company subject to various approvals of the Board and other conditions. On May 6, 2025, the Company, the Adviser and certain of their affiliates were granted a new order for exemptive relief that superseded the prior order for exemptive relief (the “Order”) by the SEC for the Company to co-invest with other funds managed by the Adviser or certain affiliates, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such Order, the Company generally is permitted to co-invest with certain of its affiliates if such co-investments are done on the same terms and at the same time, as further detailed in the Order. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings (1) in most instances when the Company co-invests with its affiliates in an issuer where an affiliate of the Company has an existing investment in the issuer, and (2) if the Company disposes of an asset acquired in a transaction under the Order unless the disposition is done on a pro rata basis. Pursuant to the Order, the Board will oversee the Company’s participation in the co-investment program. As required by the Order, the Company has adopted, and the Board has approved, policies and procedures reasonably designed to ensure compliance with the terms of the Order, and the Adviser and the Company’s Chief Compliance Officer will provide reporting to the Board.
The Adviser is affiliated with Blue Owl Credit Advisors LLC (“OCA”), OTCA II, Blue Owl Credit Private Fund Advisors LLC (“OPFA”), and Blue Owl Diversified Credit Advisors LLC (“ODCA” together with OTCA II, OPFA, OCA, and the Adviser, the “Blue Owl Credit Advisers”), which are also investment advisers. The Blue Owl Credit Advisers are indirect affiliates of Blue Owl and comprise part of Blue Owl’s Credit platform, which includes several strategies, including direct lending, alternative credit, investment grade credit, liquid credit and other adjacent investment strategies. The Blue Owl Credit Advisers’ allocation policy seeks to ensure equitable allocation of investment opportunities over time between the Company, and other funds managed by the Adviser or its affiliates. As a result of the Order, there could be significant overlap in the Company’s investment portfolio and the investment portfolio of the business development companies, private funds, interval fund and separately managed accounts managed by the Blue Owl Credit Advisers (collectively, the “Blue Owl Credit Clients”) and/or other funds managed by the Adviser or its affiliates that avail themselves of the Order.
License Agreement
On July 6, 2023, the Company entered into a license agreement (the “License Agreement”) with an affiliate of Blue Owl, pursuant to which the Company was granted a non-exclusive license to use the name “Blue Owl.” Under the License Agreement, the Company has a right to use the Blue Owl name for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company will have no legal right to the “Blue Owl” name or logo.
Controlled, Affiliated/Non-Controlled, Affiliated Portfolio Companies
Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, “non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in these consolidated financial statements, including the consolidated schedule of investments.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The Company has made investments in controlled, affiliated companies including Blue Owl Credit SLF LLC (“Credit SLF”) and Blue Owl Leasing LLC (“Blue Owl Leasing”). For further descriptions of Credit SLF and Blue Owl Leasing, see “Note 4 — Investments.”
Amergin AssetCo was created to invest in a leasing platform focused on railcar, aviation and other long-lived transportation assets. Amergin acquires existing on-lease portfolios of new and end-of-life railcars and related equipment and selectively purchases off-lease assets and is building a commercial aircraft portfolio through aircraft financing and engine acquisition on a sale and lease back basis. Amergin consists of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. The Company made an initial equity commitment to Amergin AssetCo on July 1, 2022. As of December 31, 2025, its commitment to Amergin AssetCo is $62.2 million, of which $24.7 million is equity and $37.5 million is debt. The Company’s investment in Amergin is a co-investment made with its affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in Amergin AssetCo.
BOCSO is a portfolio company formed to hold alternative credit assets, including asset-based finance (“ABF”). ABF is a subsector of private credit focused on generating income from pools of financial, physical or other assets. On September 18, 2025, we made an initial equity contribution to BOCSO. As of December 31, 2025, the Company’s investment at fair value in BOCSO was $57.7 million and the Company’s total commitment was $57.7 million. The Company does not consolidate its equity interest in BOCSO.
Fifth Season is a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques. On July 18, 2022, the Company made an initial equity investment in Fifth Season. As of December 31, 2025, its investment in Fifth Season was $184.5 million at fair value. The Company’s investment in Fifth Season is a co-investment with its affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its interest in Fifth Season.
LSI Financing DAC is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, the Company made an initial investment in LSI Financing DAC. As of December 31, 2025, the Company’s investment in LSI Financing DAC was $6.7 million at fair value and its total commitment was $6.7 million. The Company does not consolidate its equity interest in LSI Financing DAC.
LSI Financing LLC is a separately managed portfolio company formed to indirectly own royalty purchase agreements and loans in the life sciences space. An affiliate of the Adviser provides consulting services to a subsidiary of LSI Financing LLC in exchange for a fee. The Adviser has agreed to waive a portion of the management fee payable by the Company pursuant to the Investment Advisory Agreement equal to the pro rata amount of such consulting fee. On November 25, 2024, the Company redeemed a portion of its interest in LSI Financing DAC in exchange for common shares of LSI Financing LLC. As of December 31, 2025, the fair value of the Company’s investment in LSI Financing LLC was $102.2 million and its total commitment was $124.4 million. The Company does not consolidate its equity interest in LSI Financing LLC.
Note 4. Investments
The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments.
The table below presents the composition of investments at fair value and amortized cost as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
| ($ in thousands) |
Amortized Cost |
|
Fair Value |
|
Amortized Cost |
|
Fair Value |
First-lien senior secured debt investments |
$ |
10,983,810 |
|
|
$ |
10,979,070 |
|
|
$ |
4,457,465 |
|
|
$ |
4,451,797 |
|
| Second-lien senior secured debt investments |
601,494 |
|
|
568,641 |
|
|
292,835 |
|
|
258,538 |
|
| Unsecured debt investments |
467,464 |
|
|
477,128 |
|
|
337,386 |
|
|
336,635 |
|
| Specialty finance debt investments |
37,449 |
|
|
37,452 |
|
|
5,024 |
|
|
5,041 |
|
Preferred equity investments |
1,127,105 |
|
|
1,072,481 |
|
|
764,816 |
|
|
686,859 |
|
Common equity investments |
504,733 |
|
|
722,100 |
|
|
450,093 |
|
|
536,136 |
|
| Specialty finance equity investments |
351,675 |
|
|
375,812 |
|
|
124,553 |
|
|
131,513 |
|
Joint ventures |
53,483 |
|
|
53,355 |
|
|
949 |
|
|
947 |
|
| Total Investments |
$ |
14,127,213 |
|
|
$ |
14,286,039 |
|
|
$ |
6,433,121 |
|
|
$ |
6,407,466 |
|
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The Company uses the Global Industry Classification Standard (“GICS”) for classifying the industry groupings of its portfolio companies. The table below presents the industry composition of investments based on fair value as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
| Aerospace & Defense |
2.7 |
% |
|
2.6 |
% |
| Airlines |
0.3 |
|
|
— |
|
| Application Software |
13.6 |
|
|
13.6 |
|
Asset based lending and fund finance(6) |
0.4 |
|
|
— |
|
| Banks |
0.3 |
|
|
1.2 |
|
Beverages(1) |
— |
|
|
— |
|
| Building Products |
0.5 |
|
|
0.9 |
|
| Buildings & Real Estate |
1.3 |
|
|
1.1 |
|
|
|
|
|
| Capital Markets |
0.8 |
|
|
— |
|
| Commercial Services & Supplies |
0.2 |
|
|
0.3 |
|
Construction & Engineering(1) |
0.2 |
|
|
— |
|
| Consumer Finance |
0.5 |
|
|
0.5 |
|
| Diversified Consumer Services |
3.3 |
|
|
3.9 |
|
Diversified Financial Services(2) |
9.8 |
|
|
6.7 |
|
| Diversified Support Services |
0.2 |
|
|
— |
|
|
|
|
|
| Entertainment |
1.4 |
|
|
1.9 |
|
| Equity Real Estate Investment Trusts (REITs) |
0.8 |
|
|
0.1 |
|
| Food & Staples Retailing |
1.3 |
|
|
0.4 |
|
| Health Care Equipment & Supplies |
2.0 |
|
|
— |
|
| Health Care Providers & Services |
3.4 |
|
|
1.0 |
|
| Health Care Technology |
13.9 |
|
|
16.0 |
|
| Hotels, Restaurants & Leisure |
0.8 |
|
|
1.9 |
|
| Household Durables |
0.6 |
|
|
1.3 |
|
| Industrial Conglomerates |
0.7 |
|
|
1.4 |
|
Insurance(3) |
4.4 |
|
|
2.0 |
|
| Internet & Direct Marketing Retail |
2.2 |
|
|
4.4 |
|
| IT Services |
4.2 |
|
|
5.5 |
|
Joint Ventures(1)(4) |
0.4 |
|
|
— |
|
| Life Sciences Tools & Services |
2.1 |
|
|
1.4 |
|
| Media |
0.9 |
|
|
0.9 |
|
| Multiline Retail |
0.2 |
|
|
0.2 |
|
Pharmaceuticals(5) |
1.0 |
|
|
1.0 |
|
| Professional Services |
6.1 |
|
|
5.8 |
|
| Real Estate Management & Development |
0.2 |
|
|
0.6 |
|
| Road & Rail |
0.1 |
|
|
0.2 |
|
| Specialty Retail |
0.8 |
|
|
— |
|
| Systems Software |
17.9 |
|
|
23.2 |
|
|
|
|
|
Thrifts & Mortgage Finance(1) |
— |
|
|
— |
|
| Wireless Telecommunication Services |
0.5 |
|
|
— |
|
| Total |
100.0 |
% |
|
100.0 |
% |
(1)As of December 31, 2025 or December 31, 2024 the Company’s investment rounds to less than 0.1% of the fair value of the portfolio.
(2)Includes debt and equity investment in Amergin AssetCo.
(3)Includes equity investment in Fifth Season.
(4)Includes equity investment in Credit SLF, Blue Owl Leasing and Stripe Blue Owl. See below, within Note 4, for more information.
(5)Includes equity investment in LSI Financing DAC and LSI Financing LLC.
(6)Includes equity investment in BOCSO.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The table below presents the geographic composition of investments based on fair value as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
| United States: |
|
|
|
| Midwest |
16.3 |
% |
|
20.9 |
% |
| Northeast |
21.8 |
|
|
15.9 |
|
| South |
24.2 |
|
|
19.8 |
|
| West |
27.8 |
|
|
28.7 |
|
|
|
|
|
| Australia |
0.6 |
|
|
— |
|
| Brazil |
0.3 |
|
|
0.6 |
|
| Canada |
2.3 |
|
|
3.0 |
|
|
|
|
|
| Estonia |
0.1 |
|
|
0.2 |
|
|
|
|
|
| Guernsey |
— |
|
|
1.2 |
|
Ireland(1) |
— |
|
|
1.0 |
|
| Israel |
— |
|
|
2.3 |
|
Netherlands(1) |
— |
|
|
— |
|
| Norway |
0.5 |
|
|
0.4 |
|
| Spain |
— |
|
|
0.3 |
|
| Sweden |
0.5 |
|
|
0.5 |
|
| Switzerland |
0.1 |
|
|
— |
|
| United Kingdom |
5.5 |
|
|
5.2 |
|
| Total |
100.0 |
% |
|
100.0 |
% |
(1)As of December 31, 2025 or December 31, 2024, the Company’s investment rounds to less than 0.1% of the fair value of the portfolio.
Blue Owl Credit SLF LLC
Credit SLF, a Delaware limited liability company, is a joint venture among the Credit SLF Members. Credit SLF’s principal purpose is to make investments primarily in senior secured loans to middle market companies, broadly syndicated loans and in senior and subordinated notes issued by collateralized loan obligations. Credit SLF is managed by a board of directors comprised of an equal number of directors appointed by each Credit Member and which acts unanimously. Investment decisions must be approved by Credit SLF’s board. The Credit SLF Members coinvest through Credit SLF, or its wholly owned subsidiaries. Credit SLF’s date of inception was May 6, 2024 and Credit SLF made its first portfolio company investment on July 23, 2024.
Credit SLF’s investments at fair value are determined in accordance with FASB ASC 820, as amended; however, such fair value is not included in the Company’s valuation process.
Other than for purposes of the 1940 Act, the Company does not believe it has control over this portfolio company. Accordingly, the Company does not consolidate its non-controlling interest in Credit SLF.
The Company’s initial capital commitment to and economic ownership in Credit SLF was $2.5 million and 4.4%, respectively. On November 1, 2024 the Company's capital commitment in Credit SLF capital remained at $2.5 million and economic ownership decreased to 0.3%. On March 24, 2025, in connection with the Mergers, the Company assumed OTF II’s capital commitment to and economic ownership in Credit SLF of approximately $2.5 million and 0.3% respectively. On May 15, 2025, the Credit SLF Members modified their capital commitments to Credit SLF and the Company’s capital commitment was increased to $18.7 million of which $16.2 million was unfunded and which since then has been funded. On September 4, 2025, certain Credit SLF Members increased their capital commitments to Credit SLF and the Company’s capital commitment was increased to $34.9 million of which $16.2 million was unfunded.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
As of December 31, 2025, the capital commitment and economic ownership of each Credit SLF Member is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Members |
|
|
|
Capital Commitment |
|
Net Contributed Capital |
|
Economic Ownership Interest(1) |
| ($ in thousands) |
|
|
|
|
|
|
|
|
| Blue Owl Capital Corporation |
|
|
|
$ |
427,085 |
|
|
$ |
421,348 |
|
|
67.8 |
% |
| Blue Owl Capital Corporation II |
|
|
|
244 |
|
|
244 |
|
|
0.0 |
% |
| Blue Owl Credit Income Corp. |
|
|
|
87,169 |
|
|
76,960 |
|
|
12.4 |
% |
| Blue Owl Technology Finance Corp. |
|
|
|
34,937 |
|
|
30,875 |
|
|
5.0 |
% |
| Blue Owl Technology Income Corp. |
|
|
|
16,161 |
|
|
14,293 |
|
|
2.3 |
% |
| State Teachers Retirement System of Ohio |
|
|
|
80,799 |
|
|
77,674 |
|
|
12.5 |
% |
| Total |
|
|
|
$ |
646,395 |
|
|
$ |
621,394 |
|
|
100.0 |
% |
(1) This represents each equity holder’s ownership percentage at December 31, 2025 based on net contributed capital.
The table below sets forth Credit SLF’s consolidated financial data as of and for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
| ($ in thousands) |
|
December 31, 2025 |
|
December 31, 2024 |
| Consolidated Balance Sheet Data |
|
|
|
|
| Cash |
|
$ |
124,718 |
|
|
$ |
17,354 |
|
| Investments at fair value |
|
$ |
2,343,367 |
|
|
$ |
1,164,473 |
|
| Total Assets |
|
$ |
2,477,523 |
|
|
$ |
1,196,367 |
|
| Total Debt (net of unamortized debt issuance costs) |
|
$ |
1,728,363 |
|
|
$ |
750,610 |
|
| Total Liabilities |
|
$ |
1,863,454 |
|
|
$ |
847,556 |
|
| Total Credit SLF Members’ Equity |
|
$ |
614,069 |
|
|
$ |
348,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
|
For the Period Ended December 31, |
|
|
| ($ in thousands) |
|
|
|
|
|
|
|
2025 |
|
2024(1) |
|
|
| Consolidated Statement of Operations Data |
|
|
|
|
|
|
|
|
|
|
|
|
| Income |
|
|
|
|
|
|
|
|
|
|
|
|
| Investment income |
|
|
|
|
|
|
|
$ |
133,213 |
|
|
$ |
14,573 |
|
|
|
| Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| Net operating expenses |
|
|
|
|
|
|
|
79,074 |
|
|
8,606 |
|
|
|
| Net investment income (loss) |
|
|
|
|
|
|
|
$ |
54,139 |
|
|
$ |
5,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total net realized and unrealized gain (loss) |
|
|
|
|
|
|
|
(10,641) |
|
|
2,904 |
|
|
|
| Net increase (decrease) in Credit SLF Members’ Equity resulting from operations |
|
|
|
|
|
|
|
$ |
43,498 |
|
|
$ |
8,871 |
|
|
|
(1) Credit SLF’s date of inception was May 6, 2024.
The Company’s proportional share of Credit SLF’s net income generated distributions for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
|
For the Period Ended December 31, |
| ($ in thousands) |
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
Dividend Income |
|
|
|
|
|
|
|
|
|
$ |
1,345 |
|
|
$ |
27 |
|
Blue Owl Leasing LLC
Blue Owl Leasing, a Delaware limited liability company, is a joint venture among the Company, Blue Owl Capital Corporation, Blue Owl Capital Corporation II, Blue Owl Credit Income Corp., Blue Owl Technology Income Corp., Alternative Credit Fund and California State Teachers Retirement System (each, a “Blue Owl Leasing Member” and collectively, the “Blue Owl Leasing Members”). Blue Owl Leasing’s principal purpose is to make investments, either directly or indirectly through financing subsidiaries or other persons, primarily in leases and loans. Investment decisions must be approved by Blue Owl Leasing. The Blue Owl Leasing Members coinvest through Blue Owl Leasing, or its wholly owned subsidiaries.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
Blue Owl Leasing’s date of inception was June 30, 2025 and Blue Owl Leasing made its first portfolio company investment on October 23, 2025.
Blue Owl Leasing’s investments at fair value are determined in accordance with FASB ASC 820, as amended; however, such fair value is not included in the Company’s valuation process.
Other than for purposes of the 1940 Act, the Company does not believe it has control over this portfolio company. Accordingly, the Company does not consolidate its non-controlling interest in Blue Owl Leasing.
As of December 31, 2025, the capital commitment, called capital and economic ownership of each Blue Owl Leasing Member is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Members |
|
|
|
Capital Commitment |
|
Net Contributed Capital |
|
Economic Ownership Interest(1) |
| ($ in thousands) |
|
|
|
|
|
|
|
|
| Blue Owl Capital Corporation |
|
|
|
$ |
860 |
|
|
$ |
860 |
|
|
1.3 |
% |
| Blue Owl Capital Corporation II |
|
|
|
90 |
|
|
90 |
|
|
0.1 |
% |
| Blue Owl Credit Income Corp. |
|
|
|
30,952 |
|
|
17,237 |
|
|
26.7 |
% |
| Blue Owl Technology Finance Corp. |
|
|
|
8,955 |
|
|
5,105 |
|
|
7.9 |
% |
| Blue Owl Technology Income Corp. |
|
|
|
3,918 |
|
|
2,233 |
|
|
3.5 |
% |
| Blue Owl Alternative Credit Fund |
|
|
|
31,000 |
|
|
31,000 |
|
|
48.0 |
% |
| California State Teachers Retirement System |
|
|
|
10,825 |
|
|
8,075 |
|
|
12.5 |
% |
| Total |
|
|
|
$ |
86,600 |
|
|
$ |
64,600 |
|
|
100.0 |
% |
(1) This represents each equity holder’s ownership percentage at December 31, 2025, based on net contributed capital.
The table below sets forth Blue Owl Leasing’s consolidated financial data as of and for the following period:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
| ($ in thousands) |
|
December 31, 2025(1) |
|
|
| Consolidated Balance Sheet Data |
|
|
|
|
| Cash |
|
$ |
34,555 |
|
|
|
| Investments at fair value |
|
$ |
39,628 |
|
|
|
| Total Assets |
|
$ |
74,531 |
|
|
|
| Total Debt (net of unamortized debt issuance costs) |
|
$ |
9,754 |
|
|
|
| Total Liabilities |
|
$ |
10,076 |
|
|
|
| Total Blue Owl Leasing Members’ Equity |
|
$ |
64,455 |
|
|
|
1) The Company’s date of inception was June 30, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period Ended December 31, |
|
|
|
|
|
|
| ($ in thousands) |
|
2025(1) |
|
|
|
|
|
|
| Consolidated Statement of Operations Data |
|
|
|
|
|
|
|
|
| Income |
|
|
|
|
|
|
|
|
| Investment income |
|
$ |
511 |
|
|
|
|
|
|
|
| Expenses |
|
|
|
|
|
|
|
|
| Net operating expenses |
|
684 |
|
|
|
|
|
|
|
| Net investment income (loss) |
|
$ |
(173) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total net realized and unrealized gain (loss) |
|
$ |
28 |
|
|
|
|
|
|
|
| Net Increase (Decrease) in Blue Owl Leasing Members’ Equity Resulting From Operations |
|
$ |
(145) |
|
|
|
|
|
|
|
(1) The Company’s date of inception was June 30, 2025
Blue Owl Leasing did not distribute any dividends to the Company for the period ended December 31, 2025.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
Note 5. Debt
In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of December 31, 2025 and December 31, 2024, the Company’s asset coverage was 226% and 220%, respectively.
The tables below present debt obligations as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
| ($ in thousands) |
Aggregate Principal Committed |
|
Outstanding Principal |
|
Amount Available(1) |
|
Unamortized Debt Issuance Costs (Premium) |
|
Net Carrying Value |
Revolving Credit Facility(2) |
$ |
2,675,000 |
|
|
$ |
1,480,000 |
|
|
$ |
1,191,983 |
|
|
$ |
23,718 |
|
|
$ |
1,456,282 |
|
| SPV Asset Facility I |
700,000 |
|
|
700,000 |
|
|
— |
|
|
8,398 |
|
|
691,602 |
|
| SPV Asset Facility II |
400,000 |
|
|
325,000 |
|
|
75,000 |
|
|
4,536 |
|
|
320,464 |
|
| SPV Asset Facility III |
1,100,000 |
|
|
624,500 |
|
|
64,924 |
|
|
11,413 |
|
|
613,087 |
|
| SPV Asset Facility IV |
500,000 |
|
|
200,000 |
|
|
116,062 |
|
|
5,654 |
|
|
194,346 |
|
|
|
|
|
|
|
|
|
|
|
| Athena CLO II |
375,000 |
|
|
375,000 |
|
|
— |
|
|
3,932 |
|
|
371,068 |
|
| Athena CLO IV |
240,000 |
|
|
240,000 |
|
|
— |
|
|
2,346 |
|
|
237,654 |
|
| Athena CLO V |
300,000 |
|
|
300,000 |
|
|
— |
|
|
1,928 |
|
|
298,072 |
|
|
|
|
|
|
|
|
|
|
|
| June 2026 Notes |
375,000 |
|
|
375,000 |
|
|
— |
|
|
713 |
|
|
374,287 |
|
| January 2027 Notes |
300,000 |
|
|
300,000 |
|
|
— |
|
|
1,621 |
|
|
298,379 |
|
March 2028 Notes(3) |
650,000 |
|
|
650,000 |
|
|
— |
|
|
7,811 |
|
|
654,890 |
|
| September 2028 Notes |
75,000 |
|
|
75,000 |
|
|
— |
|
|
495 |
|
|
74,505 |
|
April 2029 Notes(3) |
700,000 |
|
|
700,000 |
|
|
— |
|
|
11,558 |
|
|
703,564 |
|
| Total Debt |
$ |
8,390,000 |
|
|
$ |
6,344,500 |
|
|
$ |
1,447,969 |
|
|
$ |
84,123 |
|
|
$ |
6,288,200 |
|
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The amount available is reduced by $3.0 million of outstanding letters of credit.
(3)Net carrying value is inclusive of change in fair market value of effective hedge.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
| ($ in thousands) |
Aggregate Principal Committed |
|
Outstanding Principal |
|
Amount Available(1) |
|
Unamortized Debt Issuance Costs (Premium) |
|
Net Carrying Value |
Revolving Credit Facility(2) |
$ |
1,065,000 |
|
|
$ |
313,004 |
|
|
$ |
751,996 |
|
|
$ |
14,675 |
|
|
$ |
298,329 |
|
| SPV Asset Facility I |
700,000 |
|
|
600,000 |
|
|
100,000 |
|
|
9,552 |
|
|
590,448 |
|
| SPV Asset Facility II |
400,000 |
|
|
300,000 |
|
|
100,000 |
|
|
4,753 |
|
|
295,247 |
|
| June 2025 Notes |
210,000 |
|
|
210,000 |
|
|
— |
|
|
623 |
|
|
209,377 |
|
| December 2025 Notes |
650,000 |
|
|
650,000 |
|
|
— |
|
|
(1,495) |
|
|
651,495 |
|
| June 2026 Notes |
375,000 |
|
|
375,000 |
|
|
— |
|
|
2,227 |
|
|
372,773 |
|
| January 2027 Notes |
300,000 |
|
|
300,000 |
|
|
— |
|
|
3,145 |
|
|
296,855 |
|
| CLO 2020-1 |
204,000 |
|
|
204,000 |
|
|
— |
|
|
4,015 |
|
|
199,985 |
|
| Total Debt |
$ |
3,904,000 |
|
|
$ |
2,952,004 |
|
|
$ |
951,996 |
|
|
$ |
37,495 |
|
|
$ |
2,914,509 |
|
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The table below presents the components of interest expense for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
| ($ in thousands) |
|
|
|
|
2025 |
|
2024 |
|
2023 |
| Interest expense |
|
|
|
|
$ |
293,568 |
|
|
$ |
183,481 |
|
|
$ |
186,192 |
|
| Amortization of debt issuance costs, net |
|
|
|
|
27,061 |
|
|
9,258 |
|
|
9,335 |
|
Net change in unrealized (gain) loss on effective interest rate swaps and hedged items(1) |
|
|
|
|
863 |
|
|
— |
|
|
— |
|
| Total Interest Expense |
|
|
|
|
$ |
321,492 |
|
|
$ |
192,739 |
|
|
$ |
195,527 |
|
| Average interest rate |
|
|
|
|
6.0 |
% |
|
6.1 |
% |
|
6.1 |
% |
| Average daily borrowings |
|
|
|
|
$ |
4,810,826 |
|
|
$ |
2,961,574 |
|
|
$ |
3,032,433 |
|
(1)Refer to the March 2028 Notes and April 2029 Notes for details on the facilities’ interest rate swaps.
Credit Facilities
Revolving Credit Facility
On November 15, 2022, the Company entered into an Amended and Restated Senior Secured Revolving Credit Agreement (as amended from time to time, the “Revolving Credit Facility”), which amended and restated in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of March 15, 2019 (as amended, restated, supplemented or otherwise modified prior to November 15, 2022). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”), Truist Bank as Administrative Agent, Truist Securities, Inc., ING Capital LLC, MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Truist Securities, Inc. and ING Capital LLC, as Joint Bookrunners. On December 20, 2024 (the "Revolving Credit Facility Third Amendment Date), the parties to the Revolving Credit Facility entered into an amendment to, among other things, extend the availability period and maturity date and make various other changes. The following describes the terms of the Revolving Credit Facility as modified through August 29, 2025.
The Revolving Credit Facility is guaranteed by certain of the Company's subsidiaries in existence on the Revolving Credit Facility Third Amendment Date, and will be guaranteed by certain subsidiaries of the Company that are formed or acquired by the Company in the future (each a “Guarantor” and collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.
The Revolving Credit Facility provides for, on an aggregated basis, a total of outstanding term loans and revolving credit facility commitments in the principal amount of $2.68 billion, which is comprised of (a) a term loan in a principal amount of $100.0 million and (b) subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, a revolving credit facility in a principal amount of up to $2.58 billion (increased from $2.48 billion to $2.58 billion on August 29, 2025). The amount available for borrowing under the revolving credit facility commitments of the Revolving Credit Facility is reduced by any standby letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $3.83 billion through the Company's exercise of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a swingline loan limit of $400.0 million, and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions.
The availability period under the Revolving Credit Facility will terminate on December 20, 2028 (the “Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on December 20, 2029 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility with respect to the commitments in U.S. dollars bear interest at either (i) term SOFR plus any applicable credit adjustment spread plus margin of either 1.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum, or (ii) the alternative base rate plus a margin of either 0.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 0.75% per annum. With respect to loans denominated in U.S. dollars, the Company may elect either term SOFR or the alternative base rate at the time of drawdown, and such loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility with respect to the commitments in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread plus margin of either 1.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
Beginning on and after the Revolving Credit Facility Third Amendment Date, the Company also pays a fee of 0.350% on daily undrawn amounts under the Revolving Credit Facility.
The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of the Company and its subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.
SPV Asset Facilities
Certain of the Company's wholly owned subsidiaries are parties to credit facilities (the “SPV Asset Facilities”). Pursuant to the SPV Asset Facilities, the Company sells and contributes certain investments to these wholly owned subsidiaries pursuant to sale and contribution agreements by and between the Company and the wholly owned subsidiaries. No gain or loss is recognized as a result of these contributions. Proceeds from the SPV Asset Facilities are used to finance the origination and acquisition of eligible assets by the wholly owned subsidiary, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired to the wholly owned subsidiary through the Company’s ownership of the wholly owned subsidiary. The SPV Asset Facilities are secured by a perfected first priority security interest in the assets of these wholly owned subsidiaries and on any payments received by such wholly owned subsidiaries in respect of those assets. Assets pledged to lenders under the SPV Asset Facilities will not be available to pay the Company's debts. The SPV Asset Facilities contain customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to their shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions). Borrowings of the wholly owned subsidiaries under the SPV Asset Facilities are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
SPV Asset Facility I
On December 22, 2022 (the “SPV Asset Facility I Closing Date”), OR Tech Financing I LLC (“OR Tech Financing I”), a Delaware limited liability company and wholly-owned subsidiary of the Company entered into an Amended and Restated Credit Agreement (the “SPV Asset Facility I”), which amended and restated in its entirety that certain Credit Agreement, dated as of August 11, 2020, by and among OR Tech Financing I, as Borrower, Alter Domus (US) LLC, as Administrative Agent and Document Custodian, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and the lenders from time to time party thereto (the “SPV Asset Facility I Lenders”). On October 30, 2024, the parties to the SPV Asset Facility I entered into the Second Amendment to Amended and Restated Credit Agreement, in order to, among other changes, replace Alter Domus (US) LLC as document custodian with State Street Bank and Trust Company. The following describes the terms of SPV Asset Facility I as amended through October 30, 2024 (the “SPV Asset Facility I Second Amendment Date”).
The total term loan commitment of the SPV Asset Facility I is $700.0 million (increased from $600.0 million on the SPV Asset Facility I Second Amendment Date). The availability of the commitments are subject to a ramp up period and subject to an overcollateralization ratio test, which is based on the value of OR Tech Financing I assets from time to time, and satisfaction of certain other tests and conditions, including an advance rate test, interest coverage ratio test, certain concentration limits and collateral quality tests.
The SPV Asset Facility I provides for the ability to draw term loans for a period of up to three years after the SPV Asset Facility I Second Amendment Date unless the commitments are terminated as provided in the SPV Asset Facility I. Unless otherwise terminated, the SPV Asset Facility I will mature on October 30, 2035 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by OR Tech Financing I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, OR Tech Financing I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.
Amounts drawn bear interest at term SOFR plus a spread of 2.25%.
SPV Asset Facility II
On November 16, 2021 (the “SPV Asset Facility II Closing Date”), ORTF Funding I LLC (“ORTF Funding I”), a Delaware limited liability company and the Company’s wholly-owned subsidiary entered into a Credit Agreement (the “SPV Asset Facility II”), with ORTF Funding I LLC, as Borrower, the lenders from time to time parties thereto, Goldman Sachs Bank USA as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust company as Collateral Administrator and Collateral Agent and Alter Domus (US) LLC as Collateral Custodian. On the SPV Asset Facility II Closing Date, ORTF Funding I and Goldman Sachs Bank USA, as Administrative Agent, also entered into a Margining Agreement relating to the Secured Credit Facility (the “Margining Agreement”). On October 30, 2024, the parties to the SPV Asset Facility II entered into Amendment No. 2 to Credit Agreement, in order to, among other changes, replace Alter Domus (US) LLC as collateral custodian with State Street Bank and Trust Company.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The following describes the terms of the SPV Asset Facility II as amended on December 17, 2025.
The maximum principal amount which may be borrowed under the SPV Asset Facility II is $400 million (increased from $300.0 million on October 30, 2024); the availability of this amount is subject to a borrowing base test, which is based on the value of ORTF Funding I’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits.
The SPV Asset Facility II provides for the ability to draw and redraw revolving loans for a period after the SPV Asset Facility II Closing Date until November 16, 2028. Unless otherwise terminated, the SPV Asset Facility II will mature on November 16, 2030 (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by ORTF Funding I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, ORTF Funding I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company. The SPV Asset Facility II may be permanently reduced, in whole or in part, at the option of ORTF Funding I subject to payment of a premium for a period of time.
Amounts drawn bear interest at Term SOFR plus a spread of 2.00% and the spread is payable on the amount by which the undrawn amount exceeds a minimum threshold, with such threshold being a range of 65% to 75% of the commitment amount. The undrawn amount of the commitment not subject to such spread payment is subject to an undrawn fee of 0.50% per annum. Certain additional fees are payable on each payment date to Goldman Sachs Bank USA as Administrative Agent. In addition, under the Margining Agreement and Credit Agreement, ORTF Funding I is required to post cash margin (or in certain cases, additional eligible assets) to the Administrative Agent if a borrowing base deficiency occurs or if the weighted average price gap (as defined in the Margining Agreement), which is a measure of the excess of the aggregate value assigned to ORTF Funding I’s assets for purposes of the borrowing base test over the total amount drawn under the SPV Asset Facility II, falls below 20%.
SPV Asset Facilities Assumed in the Mergers
On March 24, 2025, the Company became party to and assumed all of OTF II’s obligations under OTF II’s SPV asset facilities (the “OTF II SPV Asset Facility Assumption Date”).
SPV Asset Facility III
On July 15, 2022 (the “SPV Asset Facility III Closing Date”), Athena Funding I LLC (“Athena Funding I”), a Delaware limited liability company and a wholly-owned subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility III”), with Athena Funding I, as borrower, Société Générale, as administrative agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, Alter Domus (US) LLC, as document custodian, and the lenders party thereto (the “SPV Asset Facility III Lenders”). The parties to the SPV Asset Facility III have entered into various amendments, including those relating to the calculation of principal collateralization amounts and to permit a conversion of a revolving loan into a term loan. The following describes the terms of SPV Asset Facility III as amended through December 11, 2025.
The maximum principal amount which may be borrowed under the SPV Asset Facility III is $1.10 billion (increased from $925.0 million to $1.10 billion on December 11, 2025) which, subject to the satisfaction of certain conditions, may be increased to up to $1.50 billion. The availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding I’s assets from time to time, and satisfaction of certain conditions, including coverage tests, collateral quality tests, a lender advance rate test and certain concentration limits.
The SPV Asset Facility III provides for the ability to draw term loans and to draw and redraw revolving loans under the SPV Asset Facility III until December 10, 2027. Unless otherwise terminated, the SPV Asset Facility III will mature on December 11, 2035 (the “SPV Asset Facility III Stated Maturity”). Prior to the SPV Asset Facility III Stated Maturity, proceeds received by Athena Funding I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility III Stated Maturity, Athena Funding I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company. The credit facility may be permanently reduced, in whole or in part, at the option of Athena Funding I subject to payment of a premium for a period of time.
Amounts drawn bear interest at a reference rate (initially SOFR) plus a spread of 2.05%, and term loans and revolving loans are subject to a minimum utilization amount, after one year, subject to certain terms and conditions. The undrawn amount of the commitment not subject to such spread payment is subject to an undrawn fee of 0.25% to 1.00% per annum on the undrawn amount, if any, of the commitments. Certain additional fees are payable to Société Générale as administrative agent.
SPV Asset Facility IV
On November 8, 2022 (the “SPV Asset Facility IV Closing Date”), Athena Funding II LLC (“Athena Funding II”), a Delaware limited liability company entered into a Loan and Management Agreement (the “SPV Asset Facility IV”), with Athena Funding II LLC, as borrower, the Company, as collateral manager and transferor, MUFG Bank, Ltd. (“MUFG”), as administrative agent, State Street Bank and Trust Company, as collateral agent collateral administrator and as custodian, the lenders from time to time parties thereto (the “SPV Asset Facility IV Lender”) and the group agents from time to time parties thereto.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The parties to the SPV Asset Facility IV have entered into various amendments, including to replace the Loan and Management Agreement with an Amended and Restated Credit Agreement, extend the availability period and maturity date, increase the maximum commitment, change the interest rate, and make various other changes. The following describes the terms of SPV Asset Facility IV as amended through October 30, 2025.
The maximum principal amount of the SPV Asset Facility IV is $500.0 million (increased from $300.0 million to $500.0 million on October 30, 2025); the availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding II’s assets from time to time, an advance rate and concentration limitations, and satisfaction of certain conditions, including collateral quality tests.
The SPV Asset Facility IV provides for the ability to draw and redraw revolving loans under the SPV Asset Facility IV until October 30, 2028 (the “SPV Asset Facility IV Reinvestment Period”) unless the SPV Asset Facility IV Reinvestment Period is terminated sooner as provided in the SPV Asset Facility IV. Unless otherwise terminated, the SPV Asset Facility IV will mature three years after the last day of the SPV Asset Facility IV Reinvestment Period, on October 30, 2030 (the “SPV Asset Facility IV Stated Maturity”). Prior to the SPV Asset Facility IV Stated Maturity, proceeds received by Athena Funding II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility IV Stated Maturity, Athena Funding II must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company. The credit facility may be permanently reduced, in whole or in part, at the option of Athena Funding II.
Amounts drawn bear interest at a rate based on Term SOFR plus an applicable margin of 2.00% during the SPV Asset Facility IV Reinvestment Period and 2.35% after the end of the SPV Asset Facility IV Reinvestment Period. During the SPV Asset Facility IV Reinvestment Period, there is an unused fee in a range of 0.25% to 0.50% on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility IV.
Debt Securitization Transactions
The Company incurs secured financing through debt securitization transactions which are also known as collateralized loan obligation transactions (the “CLO Transactions”) issued by the Company’s consolidated subsidiaries (the “CLO Issuers”), which are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO Issuers. The CLO Issuers issue preferred shares which are not secured by the collateral securing the CLO Transactions which the Company purchases. The Company acts as retention holder in connection with the CLO Transactions for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of a CLO Issuer’s preferred shares. Notes issued by CLO Issuers have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration. The Adviser serves as collateral manager for the CLO Issuers under a collateral management agreement. The Adviser is entitled to receive fees for providing these services. The Adviser routinely waives its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to a CLO Issuer’s equity or notes owned by the Company. Assets pledged to debt holders of the CLO Transactions and the other secured parties under each CLO Transaction’s documentation will not be available to pay the debts of the Company. The Company consolidates the financial statements of the CLO Issuers in its consolidated financial statements.
CLO 2020-1
On December 16, 2020 (the “CLO 2020-1 Closing Date”), the Company completed a $333.5 million term debt securitization transaction (the “CLO 2020-1 Transaction”). The secured notes and preferred shares issued in the CLO 2020-1 Transaction were issued by the Company’s consolidated subsidiaries Owl Rock Technology Financing 2020-1, an exempted company incorporated in the Cayman Islands with limited liability (the “CLO 2020-1 Issuer”), and Owl Rock Technology Financing 2020-1 LLC, a Delaware limited liability company (the “CLO 2020-1 Co-Issuer” and together with the CLO 2020-1 Issuer, the “CLO 2020-1 Issuers”).
The CLO 2020-1 Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Closing Date (the “CLO 2020-1 Indenture”), by and among the CLO 2020-1 Issuers and State Street Bank and Trust Company: $200 million of A (sf) Class A Notes, which bore interest at term SOFR (plus a spread adjustment) plus 2.95% (the “CLO 2020-1 Secured Notes”). The CLO 2020-1 Secured Notes are secured by the middle-market loans, recurring revenue loans, participation interests in middle-market loans and recurring revenue loans and other assets of the Issuer. The CLO 2020-1 Secured Notes are scheduled to mature on the Payment Date (as defined in the CLO 2020-1 Indenture) in January 2031. The CLO 2020-1 Secured Notes were offered by MUFG Securities Americas Inc., as initial purchaser, from time to time in individually negotiated transactions.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The CLO 2020-1 Secured Notes were redeemed in the CLO 2020-1 Refinancing, described below.
Concurrently with the issuance of the CLO 2020-1 Secured Notes, the CLO 2020-1 Issuer issued approximately $133.5 million of subordinated securities in the form of 133,500 preferred shares at an issue price of $1,000 per share (the “CLO 2020-1 Preferred Shares”).
As part of the CLO 2020-1 Transaction, the Company entered into a loan sale agreement with the CLO 2020-1 Issuer dated as of the Closing Date, which provided for the sale and contribution of approximately $243.4 million par amount of middle-market loans and recurring revenue loans from the Company to the CLO 2020-1 Issuer on the Closing Date and for future sales from the Company to the CLO 2020-1 Issuer on an ongoing basis. No gain or loss was recognized as a result of these sales and contributions. Such loans constituted part of the initial portfolio of assets securing the CLO 2020-1 Secured Notes. The Company made customary representations, warranties, and covenants to the CLO 2020-1 Issuer under the loan sale agreement.
Through January 15, 2022, the net proceeds of the issuing of the CLO 2020-1 Secured Notes not used to purchase the initial portfolio of loans securing the CLO 2020-1 Secured Notes and a portion of the proceeds received by the CLO 2020-1 Issuer from the loans securing the CLO 2020-1 Secured Notes were able to be used by the CLO 2020-1 Issuer to purchase additional middle-market loans and recurring revenue loans under the direction of the Adviser, in its capacity as collateral manager for the CLO 2020-1 Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans and recurring revenue loans.
The CLO 2020-1 Secured Notes were the secured obligation of the CLO 2020-1 Issuers, and the CLO 2020-1 Indenture included customary covenants and events of default.
CLO 2020-1 Refinancing
On August 23, 2023 (the “CLO 2020-1 Refinancing Date”), the Company completed a $337.5 million term debt securitization refinancing (the “CLO 2020-1 Refinancing”). The secured notes issued in the CLO 2020-1 Refinancing were issued by the Company’s consolidated subsidiary Owl Rock Technology Financing 2020-1 LLC, a Delaware limited liability company (the “CLO 2020-1 Refinancing Issuer”).
The CLO 2020-1 Refinancing was executed by the issuance of the following classes of notes pursuant to an indenture and security agreement dated as of December 16, 2020 (the “CLO 2020-1 Closing Date”) by and among the Owl Rock Technology Financing 2020-1 (the “CLO 2020-1 Issuer”), CLO 2020-1 Refinancing Issuer, as co-issuer and State Street Bank and Trust Company as trustee, as supplemented by the First Supplemental Indenture dated as of July 18, 2023 by and among the CLO 2020-1 Issuer, as issuer, the CLO 2020-1 Refinancing Issuer, as co-issuer and the Trustee and the Second Supplemental Indenture dated as of the CLO 2020-1 Refinancing Date (the “CLO 2020-1 Refinancing Indenture”), by and among the CLO 2020-1 Refinancing Issuer and the Trustee: (i) $112.5 million of AAA(sf) Class A-1R Notes, which bore interest at the Benchmark plus 3.05%, (ii) $23.5 million of AAA(sf) Class A-2R Notes, which bore interest at 6.937%, (iii) $53 million of A(sf) Class B-1R Notes, which bore interest at the Benchmark plus 4.64% and (iv) $15 million of A(sf) Class B-2R Notes, which bore interest at 8.497%, (together, the “CLO 2020-1 Refinancing Secured Notes”). The CLO 2020-1 Refinancing Secured Notes were secured by the middle-market loans and other assets of the CLO 2020-1 Refinancing Issuer. The CLO 2020-1 Refinancing Secured Notes were scheduled to mature on the Payment Date (as defined in the CLO 2020-1 Refinancing Indenture) in October 2035. The CLO 2020-1 Refinancing Secured Notes were privately placed by MUFG Securities Americas Inc. and Scotia Capital (USA) Inc. The proceeds from the CLO 2020-1 Refinancing were used to redeem in full the classes of notes issued on the CLO 2020-1 Closing Date and to pay expenses incurred in connection with the CLO 2020-1 Refinancing. On the CLO 2020-1 Refinancing Date, the CLO 2020-1 Issuer was merged with and into the CLO 2020-1 Refinancing Issuer, with the CLO 2020-1 Refinancing Issuer surviving the merger. The CLO 2020-1 Refinancing Issuer assumed by all operation of law all of the rights and obligations of the CLO 2020-1 Issuer, including the subordinated securities issued by the CLO 2020-1 Issuer on the CLO 2020-1 Closing Date.
On the CLO 2020-1 Closing Date, the CLO 2020-1 Issuer entered into a loan sale agreement with the Company, which provided for the sale and contribution of approximately $243.4 million par amount of middle-market loans from the Company to the CLO 2020-1 Issuer on the CLO 2020-1 Refinancing Date and for future sales from the Company to the CLO 2020-1 Issuer on an ongoing basis. No gain or loss was recognized as a result of these sales and contributions. As part of the CLO 2020-1 Refinancing, the CLO 2020-1 Refinancing Issuer, as the successor to the CLO 2020-1 Issuer, entered into an amended and restated loan sale agreement with the Company dated as of the CLO 2020-1 Refinancing Date, pursuant to which the CLO 2020-1 Refinancing Issuer assumed all ongoing obligations of the CLO 2020-1 Issuer under the original agreement and the Company sold and contributed approximately $83.93 million par amount middle-market loans to the CLO 2020-1 Refinancing Issuer on the CLO 2020-1 Refinancing Date and provides for future sales from the Company to the CLO 2020-1 Refinancing Issuer on an ongoing basis. Such loans constituted part of the portfolio of assets securing the CLO 2020-1 Refinancing Secured Notes. The Company made customary representations, warranties, and covenants to the CLO 2020-1 Refinancing Issuer under the loan sale agreement.
Through October 15, 2027, a portion of the proceeds received by the CLO 2020-1 Refinancing Issuer may be used by the CLO 2020-1 Refinancing Issuer to purchase additional middle-market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO 2020-1 Refinancing Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The CLO 2020-1 Refinancing Secured Notes were the secured obligation of the CLO 2020-1 Refinancing Issuer, and the CLO 2020-1 Refinancing Indenture includes customary covenants and events of default.
On October 15, 2025, we redeemed in full all $204.0 million in aggregate principal amount of CLO 2020-1 at 100.0% of their principal amount, plus the accrued interest thereon through, but excluding, October 15, 2025.
Debt Securitization Transactions Assumed in the Mergers
Athena CLO II
On December 13, 2023 (the “Athena CLO II Closing Date”), OTF II completed a $475.3 million term debt securitization transaction (the “Athena CLO II Transaction”). The secured notes and preferred shares issued in the Athena CLO II Transaction and the secured loan borrowed in the Athena CLO II Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Athena CLO II, LLC, a limited liability company organized under the laws of the State of Delaware (the “Athena CLO II Issuer”). On March 24, 2025, as a result of the consummation of the Mergers, the Company became party to the relevant agreements with respect to and assumed all of OTF II’s obligations under the Athena CLO II Transaction.
The Athena CLO II Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Athena CLO II Closing Date (the “Athena CLO II Indenture”), by and among the Athena CLO II Issuer and State Street Bank and Trust Company: (i) $40.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.85%, (ii) $16.5 million of AA(sf) Class B-1 Notes, which bore interest at three-month term SOFR plus 3.95%, (iii) $7.5 million of AA(sf) Class B-2 Notes, which bore interest at 7.25% and (iv) $24.0 million of A(sf) Class C Notes, which bore interest at three-month term SOFR plus 4.95% (together, the “Athena CLO II Secured Notes”) and (B) the borrowing by the Athena CLO II Issuer of $200.0 million under floating rate Class A-L loans (the “Athena CLO II Class A-L Loans” and together with the Athena CLO II Secured Notes, the “Athena CLO II Debt”). The Athena CLO II Class A-L Loans bore interest at three-month term SOFR plus 2.85%. The Athena CLO II Class A-L Loans were borrowed under a credit agreement (the “Athena CLO II Class A-L Credit Agreement”), dated as of the Athena CLO II Closing Date, by and among the Athena CLO II Issuer, as borrower, a financial institution, as lender, and State Street Bank and Trust Company, as collateral trustee and loan agent. The Athena CLO II Debt is secured by middle-market loans, participation interests in middle-market loans and other assets of the Athena CLO II Issuer. The Athena CLO II Debt is scheduled to mature on the Payment Date (as defined in the Athena CLO II Indenture) in January 2036. The Athena CLO II Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.
The Athena CLO II Secured Notes were redeemed in the Athena CLO II Refinancing, described below.
Concurrently with the issuance of the Athena CLO II Secured Notes and the borrowing under the Athena CLO II Class A-L Loans, the Athena CLO II Issuer issued approximately $187.3 million of subordinated securities in the form of 187,300 preferred shares at an issue price of $1,000 per share (the “Athena CLO II Preferred Shares”).
As part of the Athena CLO II Transaction, OTF II entered into a loan sale agreement with the Athena CLO II Issuer dated as of the Athena CLO II Closing Date, which provided for the contribution of approximately $83.9 million funded par amount of middle-market loans from OTF II to the Athena CLO II Issuer on the Athena CLO II Closing Date and for future sales from OTF II to the Athena CLO II Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Athena CLO II Debt. The remainder of the initial portfolio assets securing the Athena CLO II Debt consisted of approximately $380.6 million funded par amount of middle-market loans purchased by the Athena CLO II Issuer from Athena Funding I LLC, a wholly-owned subsidiary of OTF II, under an additional loan sale agreement executed on the Athena CLO II Closing Date between the Athena CLO II Issuer and Athena Funding I LLC. No gain or loss was recognized as a result of these sales and contributions. OTF II and Athena Funding I each made customary representations, warranties, and covenants to the Athena CLO II Issuer under the applicable loan sale agreement.
Through January 20, 2028, a portion of the proceeds received by the Athena CLO II Issuer from the loans securing the Athena CLO II Secured Notes were able to be used by the Athena CLO II Issuer to purchase additional middle-market loans under the direction of the Adviser, in its capacity as collateral manager for the Athena CLO II Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.
The Athena CLO II Debt was the secured obligation of the Athena CLO II Issuer, and the Athena CLO II Indenture and Athena CLO II Class A-L Credit Agreement each included customary covenants and events of default.
Athena CLO II Refinancing
On December 16, 2025 (the “Athena CLO II Refinancing Date”), the Company completed a $615.1 million term debt securitization refinancing (the “Athena CLO II Refinancing”). The secured notes and preferred shares issued in the Athena CLO II Refinancing and the secured loan borrowed in the Athena CLO II Refinancing were issued and incurred, as applicable, by the Company’s consolidated subsidiary Athena CLO II, LLC, a limited liability organized under the laws of the State of Delaware (the “Athena CLO II Refinancing Issuer”).
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The Athena CLO II Refinancing was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of December 13, 2023 (the “Athena CLO II Original Closing Date”), as amended and supplemented by the first supplemental indenture dated as of the Athena CLO II Refinancing Date (the “Athena CLO II Refinancing Indenture”), by and among the Athena CLO II Refinancing Issuer and State Street Bank and Trust Company: (i) $75 million of AAA(sf) Class A-R Notes, which bear interest at Benchmark plus 1.70%, (ii) $31.25 million of AA(sf) Class B-R Notes, which bear interest at Benchmark plus 2.00% and (iii) $18.75 million of A(sf) Class C-R Notes, which bear interest at Benchmark plus 2.40% (together, the “Athena CLO II Refinancing Secured Notes”) and (B) the borrowing by the Athena CLO II Refinancing Issuer of $250 million under floating rate Class A-LR loans (the “Athena CLO II Refinancing Class A-LR Loans” and together with the Athena CLO II Refinancing Secured Notes, the “Athena CLO II Refinancing Debt”). The Athena CLO II Refinancing Class A-LR Loans bear interest at Benchmark plus 1.70%. The Athena CLO II Refinancing Class A-LR Loans were borrowed under a credit agreement (the “Athena CLO II Refinancing Class A-LR Credit Agreement”), dated as of the Athena CLO II Refinancing Date, by and among the Athena CLO II Refinancing Issuer, as borrower, a financial institution, as lender, and State Street Bank and Trust Company, as collateral trustee and loan agent. The Athena CLO II Refinancing Debt is secured by middle market loans, participation interests in middle market loans and other assets of the Issuer. The Debt is scheduled to mature on January 18, 2039. The Athena CLO II Refinancing Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.
Concurrently with the issuance of the Athena CLO II Refinancing Secured Notes and the borrowing under the Athena CLO II Refinancing Class A-LR Loans, the Athena CLO II Refinancing Issuer issued approximately $52.8 million of additional subordinated securities in the form of 52,800 preferred shares at an issue price of U.S.$1,000 per share (the “Athena CLO II Refinancing Additional Preferred Shares”). The total amount of outstanding preferred shares as of the Athena CLO II Refinancing Date is 240,100.
On the Athena CLO II Original Closing Date, the Company entered into a loan sale agreement with the Athena CLO II Refinancing Issuer dated as of the Athena CLO II Original Closing Date, which provided for the contribution of approximately $83.945 million funded par amount of middle market loans from the Company to the Athena CLO II Refinancing Issuer on the Athena CLO II Original Closing Date and for future sales from the Company to the Athena CLO II Refinancing Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Debt. As part of the Athena CLO II Refinancing, the Company and the Athena CLO II Refinancing Issuer entered into an amended and restated loan sale agreement dated as of the Athena CLO II Refinancing Date (the “OTF Loan Sale Agreement”), which provides for the sale and contribution of approximately $217.963 million funded par amount of middle market loans from the Company to the Athena CLO II Refinancing Issuer on the Athena CLO II Refinancing Date and for future sales from the Company to the Athena CLO II Refinancing Issuer on an ongoing basis. Such loans constituted part of the portfolio of assets securing the Athena CLO II Refinancing Debt. The Company made customary representations, warranties, and covenants to the Athena CLO II Refinancing Issuer under the applicable loan sale agreement.
Through January 18, 2039, a portion of the proceeds received by the Issuer from the loans securing the Athena CLO II Refinancing Debt may be used by the Athena CLO II Refinancing Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the Athena CLO II Refinancing Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The Athena CLO II Refinancing Debt is the secured obligation of the Athena CLO II Refinancing Issuer, and the Athena CLO II Refinancing Indenture and Athena CLO II Refinancing Class A-LR Credit Agreement each include customary covenants and events of default.
Athena CLO IV
On August 15, 2024 (the “Athena CLO IV Closing Date”), OTF II completed a $399.7 million term debt securitization transaction (the “Athena CLO IV Transaction”). The secured notes and preferred shares issued in the Athena CLO IV Transaction were issued by the Company’s consolidated subsidiary Athena CLO IV, LLC, a limited liability organized under the laws of the State of Delaware (the “Athena CLO IV Issuer”). On March 24, 2025, as a result of the consummation of the Mergers, the Company became party to the relevant agreements with respect to and assumed all of OTF II’s obligations under the Athena CLO IV Transaction.
The Athena CLO IV Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Athena CLO IV Closing Date (the “Athena CLO IV Indenture”), by and among the Athena CLO IV Issuer and State Street Bank and Trust Company: (i) $208 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.00%, (ii) $7.0 million of AA(sf) Class B-1 Notes, which bear interest at three-month term SOFR plus 2.50%, (iii) $13.0 million of AA(sf) Class B-2 Notes, which bear interest at 6.254% and (iv) $12 million of A(sf) Class C Notes, which bear interest at three-month term SOFR plus 2.64% (together, the “Athena CLO IV Secured Notes”). The Athena CLO IV Secured Notes are secured by middle-market loans, participation interests in middle-market loans and other assets of the Athena CLO IV Issuer. The Athena CLO IV Secured Notes are scheduled to mature on the Payment Date (as defined in the Athena CLO IV Indenture) in July 2037. The Athena CLO IV Secured Notes were privately placed by MUFG Securities Americas Inc. as Initial Purchaser with respect to the Athena CLO IV Secured Notes and NatWest Markets Securities Inc. as Co-Placement Agent solely with respect to the Athena CLO IV Class A Secured Notes.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
Concurrently with the issuance of the Athena CLO IV Secured Notes, the Athena CLO IV Issuer issued approximately $159.7 million of subordinated securities in the form of 159,700 preferred shares at an issue price of $1,000 per share (the “Athena CLO IV Preferred Shares”).
As part of the Athena CLO IV Transaction, OTF II entered into a loan sale agreement with the Athena CLO IV Issuer dated as of the Athena CLO IV Closing Date, which provided for the contribution of approximately $215.5 million funded par amount of middle-market loans from OTF II to the Athena CLO IV Issuer on the Athena CLO IV Closing Date and for future sales from OTF II to the Athena CLO IV Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Athena CLO IV Secured Notes. The remainder of the initial portfolio assets securing the Athena CLO IV Secured Notes consisted of approximately $182.4 million funded par amount of middle-market loans purchased by the Athena CLO IV Issuer from Athena Funding II LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the Athena CLO IV Closing Date between the Athena CLO IV Issuer and Athena Funding II LLC. No gain or loss was recognized as a result of these sales and contributions. OTF II and Athena Funding II each made customary representations, warranties, and covenants to the Issuer under the applicable loan sale agreement.
Through the Payment Date in July 2029, a portion of the proceeds received by the Athena CLO IV Issuer from the loans securing the Athena CLO IV Secured Notes may be used by the Athena CLO IV Issuer to purchase additional middle-market loans under the direction of the Adviser, the Company’s investment advisor, in its capacity as collateral manager for the Athena CLO IV Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.
The Athena CLO IV Secured Notes are the secured obligation of the Athena CLO IV Issuer, and the Athena CLO IV Indenture includes customary covenants and events of default.
Athena CLO V
On October 8, 2025 (the “Athena CLO V Closing Date”), the Company completed a $501.3 million term debt securitization transaction (the “Athena CLO V Transaction”). The secured notes and preferred shares issued in the Athena CLO V Transaction were issued by the Company’s consolidated subsidiary Athena CLO V, LLC, a limited liability company organized under the laws of the State of Delaware (the “Athena CLO V Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the Issuer.
The Athena CLO V Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture dated as of the Closing Date (the “Athena CLO V Indenture”), by and among the Athena CLO V Issuer and State Street Bank and Trust Company: (i) $260 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 1.73%, (ii) $25 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 2.25% and (iii) $15 million of A(sf) Class C Notes, which bear interest at three-month term SOFR plus 2.70% (together, the “Athena CLO V Secured Notes”). The Athena CLO V Notes are secured by middle market loans, participation interests in middle market loans and other assets of the Issuer. The Notes are scheduled to mature on October 15, 2038. The Secured Notes were privately placed by MUFG Securities Americas Inc. as Initial Purchaser and NatWest Markets Securities Inc. as Co-Placement Agent with respect to the Class A Notes. Concurrently with the issuance of the Athena CLO V Secured Notes, the Athena CLO V Issuer issued approximately $201.3 million of subordinated securities in the form of 201,320 preferred shares at an issue price of U.S.$1,000 per share (the “Athena CLO V Preferred Shares”).
As part of the Athena CLO V CLO Transaction, the Company entered into a loan sale agreement with the Athena CLO V Issuer dated as of the Athena CLO V Closing Date (the “Athena CLO V OTF Loan Sale Agreement”), which provided for the contribution of approximately $447.7 million funded par amount of middle market loans from the Company to the Athena CLO V Issuer on the Closing Date and for future sales from the Company to the Athena CLO V Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Athena CLO V Notes. No gain or loss was recognized as a result of these sales and contributions. The Company made customary representations, warranties, and covenants to the Issuer under the loan sale agreement.
Through October 15, 2030, a portion of the proceeds received by the Athena CLO V Issuer from the loans securing the Athena CLO V Secured Notes may be used by the Athena CLO V Issuer to purchase additional middle market loans under the direction of the Adviser, the Company’s investment advisor, in its capacity as collateral manager for the Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
Unsecured Notes
Tripartite Agreement
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
On August 11, 2025, the Company entered into an agreement of removal, appointment and acceptance (the “Tripartite Agreement”), with Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association (the “Retiring Trustee”) and Deutsche Bank Trust Company Americas (the “Successor Trustee”), with respect to the Indenture, dated June 12, 2020 between the Company and the Retiring Trustee (the “Base Indenture”), the second supplemental indenture, dated September 23, 2020 (the “Second Supplemental Indenture”) between the Company and the Retiring Trustee, the third supplemental indenture, dated December 17, 2020 (the “Third Supplemental Indenture”) between the Company and the Retiring Trustee, the Fourth Supplemental Indenture, dated June 14, 2021 (the “Fourth Supplemental Indenture”) between the Company and the Retiring Trustee, and the Fifth Supplemental Indenture, dated January 21, 2025 (the “Fifth Supplemental Indenture” and together with the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, and the Fourth Supplemental Indenture, the “Indenture”) between the Company and the Retiring Trustee.
The Tripartite Agreement provides that, effective as of the date thereof, (1) the Retiring Trustee assigns, transfers, delivers and confirms to the Successor Trustee all of its rights, title and interest under the Indenture and all of the rights, power, trusts and duties as trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture; and (2) the Successor Trustee accepts its appointment as successor trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture, and accepts the rights, indemnities, protections, powers, trust and duties of or afforded to Retiring Trustee as trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture. The Successor Trustee’s appointment became effective on August 25, 2025.
June 2025 Notes
On June 12, 2020, the Company issued $210 million aggregate principal amount of 6.75% notes that were due on June 30, 2025 (the “June 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act.
On April 28, 2025, the Company caused notice to be issued to the Trustee of the June 2025 Notes regarding the Company’s exercise of the option to redeem in full all $210.0 million in aggregate principal amount of the June 2025 Notes at 100.0% of their principal amount, plus the accrued interest thereon through, but excluding, the redemption date, May 30, 2025. On May 30, 2025, the Company redeemed in full all $210.0 million in aggregate principal amount of the June 2025 Notes at 100.0% of their principal amount, plus the accrued interest thereon through, but excluding, May 30, 2025.
The June 2025 Notes bore interest at a rate of 6.75% per year payable semi-annually on June 30 and December 30 of each year, commencing on December 30, 2020. The June 2025 Notes were the Company’s direct, general unsecured obligations and ranked senior in right of payment to all of the Company’s future indebtedness or other obligations that were expressly subordinated, or junior, in right of payment to the June 2025 Notes.
December 2025 Notes
On September 23, 2020, the Company issued $400 million aggregate principal amount of its 4.75% notes due 2025 (the “December 2025 Notes”) and on November 23, 2021, the Company issued an additional $250 million aggregate principal amount of the December 2025 Notes in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act.
On October 15, 2025, the Company caused notice to be issued to the Trustee of the December 2025 Notes regarding the Company’s exercise of the option to redeem in full all $400 million in aggregate principal amount of the December 2025 Notes at 100.0% of their principal amount, plus the accrued interest thereon through, but excluding, the redemption date, November 15, 2025. On November 15, 2025, the Company redeemed in full all $400 million in aggregate principal amount of the December 2025 Notes at 100.0% of their principal amount, plus the accrued interest thereon through, but excluding, November 15, 2025.
The December 2025 Notes bore interest at a rate of 4.75% per year payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2020. The December 2025 Notes were the Company’s direct, general unsecured obligations and ranked 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 December 2025 Notes.
June 2026 Notes
On December 17, 2020, the Company issued $375 million aggregate principal amount of 3.75% notes due 2026 (the “June 2026 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The June 2026 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 June 2026 Notes were issued pursuant to the Base Indenture and the Third Supplemental Indenture (together, the “June 2026 Indenture”). The June 2026 Notes will mature on June 17, 2026 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 June 2026 Indenture. The June 2026 Notes bear interest at a rate of 3.75% per year payable semi-annually on June 17 and December 17 of each year, commencing on June 17, 2021. The June 2026 Notes are 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 June 2026 Notes.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The June 2026 Notes 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 June 2026 Notes. The June 2026 Notes 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. The June 2026 Notes 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.
The June 2026 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended 1940, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the June 2026 Notes and the Successor 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 June 2026 Indenture, occurs prior to maturity, holders of the June 2026 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the June 2026 Notes at a repurchase price equal to 100% of the aggregate principal amount of the June 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
January 2027 Notes
On June 14, 2021, the Company issued $300 million aggregate principal amount of 2.50% notes due 2027 (the “January 2027 Notes”). The January 2027 Notes were issued pursuant to the Base Indenture and the Fourth Supplemental Indenture (together, the “January 2027 Indenture”). The January 2027 Notes will mature on January 15, 2027 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 January 2027 Indenture. The January 2027 Notes bear interest at a rate of 2.50% per year, payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2022. The January 2027 Notes are the Company’s direct, general unsecured obligations and 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 January 2027 Notes. The January 2027 Notes 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 January 2027 Notes. The January 2027 Notes 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. The January 2027 Notes 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.
The January 2027 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the January 2027 Notes and the Successor 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 January 2027 Indenture, occurs prior to maturity, holders of the January 2027 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the January 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the January 2027 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
March 2028 Notes
On January 21, 2025, the Company issued $650.0 million aggregate principal amount of its 6.100% notes due 2028 (the “March 2028 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act and non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. When initially issued, the March 2028 Notes were not registered under the Securities Act and could not be offered or sold in the United States absent registration or an applicable exemption from registration.
The March 2028 Notes were issued pursuant to the Base Indenture and the Fifth Supplemental Indenture (together , the “March 2028 Indenture”). The March 2028 Notes will mature on March 15, 2028 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 March 2028 Indenture. The March 2028 Notes bear interest at a rate of 6.100% per year payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2025. Concurrent with the issuance of the March 2028 Notes, the Company entered into a Registration Rights Agreement (the “March 2028 Registration Rights Agreement”) for the benefit of the purchasers of the March 2028 Notes. Pursuant to the terms of the March 2028 Registration Rights Agreement, the Company filed a registration statement with the SEC and, on December 9, 2025, commenced an offer to exchange the notes initially issued on January 21, 2025 for newly issued registered notes with substantially similar terms, which expired on January 9, 2026 and was completed promptly thereafter.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The March 2028 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the March 2028 Notes and the Successor 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 March 2028 Indenture.
In addition, if a change of control repurchase event, as defined in the March 2028 Indenture, occurs prior to maturity, holders of the March 2028 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 March 2028 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.
In connection with the issuance of the March 2028 Notes, on January 21, 2025, the Company entered into a bilateral interest rate swap. The notional amount of the interest rate swap is $650.0 million. The Company will receive fixed rate interest at 6.100% and pay variable rate interest based on SOFR plus 1.767%. The interest rate swap matures on February 15, 2028. For the year ended December 31, 2025, the Company made periodic payments of $35.6 million. The interest expense related to the March 2028 Notes is equally offset by the proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of December 31, 2025, the interest rate swap had a fair value of $12.1 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in net carrying value of the March 2028 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations.
Notes Assumed in the Mergers
On March 24, 2025, in connection with the Mergers, the Company entered into a Second Supplemental Indenture (the “OTF II Supplemental Indenture”) relating to the Company’s assumption of the April 2029 Notes (as defined below). Also on March 24, 2025, in connection with the Mergers, the Company entered into an assumption agreement (the “OTF II Note Assumption Agreement”) relating to the Company’s assumption of the September 2028 Notes (as defined below).
September 2028 Notes
On September 27, 2023, OTF II entered into a Note Purchase Agreement (the “September 2028 Notes Note Purchase Agreement”) governing the issuance of $75.0 million in aggregate principal amount of September 2028 Notes, due September 27, 2028, with a fixed interest rate of 8.50% per year (the “ September 2028 Notes”), to qualified institutional investors in a private placement. As of September 27, 2023, the September 2028 Notes were guaranteed by OR Tech Lending II LLC, ORTF II FSI LLC and ORTF II BC 2 LLC, subsidiaries of the Company. On March 24, 2025, the Company entered into the OTF II Note Assumption Agreement for the benefit of the Noteholders (as defined in the September 2028 Notes Note Purchase Agreement) pursuant to which the Company unconditionally and expressly assumed, confirmed and agreed to perform and observe each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, duties and liabilities of OTF II under the September 2028 Notes Note Purchase Agreement, under the September 2028 Notes and under any documents, instruments or agreements executed and delivered or furnished by OTF II in connection therewith, and to be bound by all waivers made by OTF II with respect to any matter set forth therein.
Interest on the September 2028 Notes will be due semiannually on March 27 and September 27 each year. The September 2028 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the September 2028 Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The September 2028 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The September 2028 Notes Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, a minimum net worth test, and a minimum asset coverage ratio of 1.50 to 1.00.
In addition, in the event that a Below Investment Grade Event (as defined in the September 2028 Notes Note Purchase Agreement) occurs, the September 2028 Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the September 2028 Notes from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that a Secured Debt Ratio Event (as defined in the September 2028 Notes Note Purchase Agreement) occurs, the September 2028 Notes will bear interest at a fixed rate per annum which is 1.50% above the stated rate of the September 2028 Notes from the date of the occurrence of the Secured Debt Ratio Event to and until the date on which the Secured Debt Ratio Event is no longer continuing. In the event that both a Below Investment Grade Event and a Secured Debt Ratio Event have occurred and are continuing, the September 2028 Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the September 2028 Notes from the date of the occurrence of the later to occur of the Below Investment Grade Event and the Secured Debt Ratio Event to and until the date on which one of such events is no longer continuing.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, certain cross-defaults or cross-acceleration under other indebtedness of the Company, certain judgments and orders and certain events of bankruptcy.
April 2029 Notes
On April 4, 2024, OTF II issued $700.0 million aggregate principal amount of its 6.750% notes due 2029 (the “April 2029 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The April 2029 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. On March 24, 2025, the Company entered into the OTF II Second Supplemental Indenture by and between the Successor Trustee, effective as of the closing of the Mergers. Pursuant to the Second Supplemental Indenture, the Company expressly assumed the obligations of OTF II for the due and punctual payment of the principal of, and premium, if any, and interest on all the April 2029 Notes outstanding, and the due and punctual performance and observance of all of the covenants and conditions of the April 2029 Indenture (as defined below).
The April 2029 Notes were issued pursuant to an Indenture (the “OTF II Base Indenture”) and a First Supplemental Indenture, dated as of April 4, 2024 (the “April 2029 First Supplemental Indenture” and together with the OTF II Base Indenture, the “April 2029 Indenture”), between OTF II and the Trustee. The April 2029 Notes will mature on April 4, 2029, unless repurchased or redeemed in accordance with their terms prior to such date. The April 2029 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. Concurrent with the issuance of the April 2029 Notes, OTF II entered into a Registration Rights Agreement (the “April 2029 Notes Registration Rights Agreement”) for the benefit of the purchasers of the April 2029 Notes. Pursuant to the April 2029 Notes Registration Rights Agreement, OTF II filed a registration statement with the SEC and, on December 23, 2024, commenced an offer to exchange the notes initially issued on April 4, 2024 for newly issued registered notes with substantially similar terms, which expired on January 24, 2025 and was completed promptly thereafter.
The April 2029 Notes are the Company’s direct, general unsecured obligations and 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 April 2029 Notes. The April 2029 Notes 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 April 2029 Notes. The April 2029 Notes 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. The April 2029 Notes are 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.
The April 2029 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the April 2029 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the April 2029 Notes and the Successor Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the OTF II Indenture.
In addition, if a change of control repurchase event, as defined in the OTF II Indenture, occurs prior to maturity, holders of the April 2029 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the April 2029 Notes at a repurchase price equal to 100% of the aggregate principal amount of the April 2029 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
In connection with the issuance of the April 2029 Notes, on April 4, 2024 OTF II entered into a bilateral interest rate swap. The notional amount of the interest rate swap is $700.0 million. The Company will receive fixed rate interest at 6.750% and pay variable rate interest based on SOFR plus 2.565%. The interest rate swap matures on March 4, 2029. For the year ended December 31, 2025, the Company made periodic payments of $3.0 million. The interest expense related to the April 2029 Notes is equally offset by the proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of December 31, 2025, the interest rate swap had a fair value of $14.6 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in net carrying value of the April 2029 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
Maturity of Debt Obligations
The table below presents a summary of the Company’s contractual payment obligations under credit facilities and notes as of December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
| ($ in thousands) |
Total |
|
Less than 1 year |
|
1-3 years |
|
3-5 years |
|
After 5 years |
| Revolving Credit Facility |
$ |
1,480,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,480,000 |
|
|
$ |
— |
|
| SPV Asset Facility I |
700,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
700,000 |
|
| SPV Asset Facility II |
325,000 |
|
|
— |
|
|
— |
|
|
325,000 |
|
|
— |
|
| SPV Asset Facility III |
624,500 |
|
|
— |
|
|
— |
|
|
— |
|
|
624,500 |
|
| SPV Asset Facility IV |
200,000 |
|
|
— |
|
|
— |
|
|
200,000 |
|
|
— |
|
| Athena CLO II |
375,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
375,000 |
|
| Athena CLO IV |
240,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
240,000 |
|
| Athena CLO V |
300,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
300,000 |
|
| June 2026 Notes |
375,000 |
|
|
375,000 |
|
|
— |
|
|
— |
|
|
— |
|
| January 2027 Notes |
300,000 |
|
|
— |
|
|
300,000 |
|
|
— |
|
|
— |
|
| March 2028 Notes |
650,000 |
|
|
— |
|
|
650,000 |
|
|
— |
|
|
— |
|
| September 2028 Notes |
75,000 |
|
|
— |
|
|
75,000 |
|
|
— |
|
|
— |
|
| April 2029 Notes |
700,000 |
|
|
— |
|
|
— |
|
|
700,000 |
|
|
— |
|
| Total Contractual Obligations |
$ |
6,344,500 |
|
|
$ |
375,000 |
|
|
$ |
1,025,000 |
|
|
$ |
2,705,000 |
|
|
$ |
2,239,500 |
|
Note 6. Fair Value of Financial Instruments
Investments
The tables below present the fair value hierarchy of investments as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Hierarchy as of December 31, 2025 |
| ($ in thousands) |
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| Cash (including restricted and foreign cash) |
$ |
282,924 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
282,924 |
|
| Investments: |
|
|
|
|
|
|
|
First-lien senior secured debt investments |
$ |
— |
|
|
$ |
318,098 |
|
|
$ |
10,660,972 |
|
|
$ |
10,979,070 |
|
| Second-lien senior secured debt investments |
— |
|
|
125,924 |
|
|
442,717 |
|
|
568,641 |
|
| Unsecured debt investments |
— |
|
|
— |
|
|
477,128 |
|
|
477,128 |
|
| Specialty finance debt investments |
— |
|
|
— |
|
|
37,452 |
|
|
37,452 |
|
Preferred equity investments |
— |
|
|
— |
|
|
1,072,481 |
|
|
1,072,481 |
|
Common equity investments |
706 |
|
|
37,364 |
|
|
684,030 |
|
|
722,100 |
|
| Specialty finance equity investments |
— |
|
|
— |
|
|
215,864 |
|
|
215,864 |
|
| Subtotal |
$ |
706 |
|
|
$ |
481,386 |
|
|
$ |
13,590,644 |
|
|
$ |
14,072,736 |
|
Investments measured at Net Asset Value(1) |
— |
|
|
— |
|
|
— |
|
|
213,303 |
|
| Total Investments at fair value |
$ |
706 |
|
|
$ |
481,386 |
|
|
$ |
13,590,644 |
|
|
$ |
14,286,039 |
|
| Derivatives: |
|
|
|
|
|
|
|
| Foreign currency forward contracts |
$ |
— |
|
|
$ |
(1,941) |
|
|
$ |
— |
|
|
$ |
(1,941) |
|
| Interest rate swaps |
$ |
— |
|
|
$ |
26,732 |
|
|
$ |
— |
|
|
$ |
26,732 |
|
(1)Includes equity investments in Credit SLF, LSI Financing LLC, BOCSO, Blue Owl Leasing and Stripe Blue Owl, which are measured at fair value using the net asset value per share (or its equivalent) practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Hierarchy as of December 31, 2024 |
| ($ in thousands) |
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| Cash (including restricted and foreign cash) |
$ |
257,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
257,000 |
|
| Investments: |
|
|
|
|
|
|
|
| First-lien senior secured debt investments |
$ |
— |
|
|
$ |
110,529 |
|
|
$ |
4,341,268 |
|
|
$ |
4,451,797 |
|
| Second-lien senior secured debt investments |
— |
|
|
92,379 |
|
|
166,159 |
|
|
258,538 |
|
| Unsecured debt investments |
— |
|
|
— |
|
|
336,635 |
|
|
336,635 |
|
| Specialty finance debt investments |
— |
|
|
— |
|
|
5,041 |
|
|
5,041 |
|
Preferred equity investments |
— |
|
|
— |
|
|
686,858 |
|
|
686,858 |
|
Common equity investments |
49,334 |
|
|
18,078 |
|
|
468,725 |
|
|
536,137 |
|
| Specialty finance equity investments |
— |
|
|
— |
|
|
69,836 |
|
|
69,836 |
|
| Subtotal |
$ |
49,334 |
|
|
$ |
220,986 |
|
|
$ |
6,074,522 |
|
|
$ |
6,344,842 |
|
Investments measured at Net Asset Value(1) |
— |
|
|
— |
|
|
— |
|
|
62,624 |
|
| Total Investments at fair value |
$ |
49,334 |
|
|
$ |
220,986 |
|
|
$ |
6,074,522 |
|
|
$ |
6,407,466 |
|
(1)Includes equity investments in Credit SLF and LSI Financing LLC, which are measured at fair value using the net asset value per share (or its equivalent) practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
The tables below present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Year Ended December 31, 2025 |
| ($ in thousands) |
|
First-lien senior secured debt investments |
|
Second-lien senior secured debt investments |
|
Unsecured debt investments |
|
Specialty finance debt investments |
|
Preferred equity investments |
|
Common equity investments |
|
Specialty finance equity investments |
|
Total |
| Fair value, beginning of period |
|
$ |
4,341,268 |
|
|
$ |
166,159 |
|
|
$ |
336,635 |
|
|
$ |
5,041 |
|
|
$ |
686,857 |
|
|
$ |
468,727 |
|
|
$ |
69,835 |
|
|
$ |
6,074,522 |
|
| Purchases of investments, net |
|
3,167,439 |
|
|
193,089 |
|
|
4,692 |
|
|
11,050 |
|
|
99,454 |
|
|
36,701 |
|
|
34,215 |
|
|
3,546,640 |
|
| Payment-in-kind |
|
55,810 |
|
|
13,958 |
|
|
27,911 |
|
|
806 |
|
|
71,685 |
|
|
— |
|
|
— |
|
|
170,170 |
|
| Proceeds from investments, net |
|
(1,471,443) |
|
|
(42,293) |
|
|
(36,469) |
|
|
(99) |
|
|
(137,953) |
|
|
(5,527) |
|
|
13,311 |
|
|
(1,680,473) |
|
| Net change in unrealized gain (loss) |
|
3,838 |
|
|
4,456 |
|
|
10,417 |
|
|
(15) |
|
|
23,334 |
|
|
122,315 |
|
|
7,121 |
|
|
171,466 |
|
| Net realized gains (losses) |
|
7,996 |
|
|
(12,198) |
|
|
60 |
|
|
— |
|
|
67,206 |
|
|
(2,306) |
|
|
— |
|
|
60,758 |
|
| Net amortization/accretion of premium/discount on investments |
|
23,879 |
|
|
2,556 |
|
|
21,266 |
|
|
(2) |
|
|
2,710 |
|
|
— |
|
|
— |
|
|
50,409 |
|
| Transfers between investment types |
|
— |
|
|
— |
|
|
759 |
|
|
— |
|
|
(2,445) |
|
|
1,686 |
|
|
— |
|
|
— |
|
Transfers into (out of) Level 3(1) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,092) |
|
|
— |
|
|
(3,092) |
|
Transfers in from the Mergers |
|
4,532,185 |
|
|
116,990 |
|
|
111,857 |
|
|
20,671 |
|
|
261,633 |
|
|
65,526 |
|
|
91,382 |
|
|
5,200,244 |
|
| Fair value, end of period |
|
$ |
10,660,972 |
|
|
$ |
442,717 |
|
|
$ |
477,128 |
|
|
$ |
37,452 |
|
|
$ |
1,072,481 |
|
|
$ |
684,030 |
|
|
$ |
215,864 |
|
|
$ |
13,590,644 |
|
(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the year ended December 31, 2025, transfers between Level 2 and Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Year Ended December 31, 2024 |
| ($ in thousands) |
|
First-lien senior secured debt investments |
|
Second-lien senior secured debt investments |
|
Unsecured debt investments |
|
Specialty finance debt investments |
|
Preferred equity investments |
|
Common equity investments |
|
Specialty finance equity investments |
|
Total |
| Fair value, beginning of period |
|
$ |
3,970,342 |
|
|
$ |
235,292 |
|
|
$ |
407,407 |
|
|
$ |
4,805 |
|
|
$ |
848,786 |
|
|
$ |
263,525 |
|
|
$ |
60,053 |
|
|
$ |
5,790,210 |
|
| Purchases of investments, net |
|
1,644,786 |
|
|
4 |
|
|
51,464 |
|
|
1,227 |
|
|
23,538 |
|
|
6,185 |
|
|
38,339 |
|
|
1,765,543 |
|
| Payment-in-kind |
|
55,467 |
|
|
11,874 |
|
|
29,178 |
|
|
76 |
|
|
42,901 |
|
|
— |
|
|
— |
|
|
139,496 |
|
| Proceeds from investments, net |
|
(1,231,215) |
|
|
(86,196) |
|
|
(160,602) |
|
|
(1,084) |
|
|
(25,159) |
|
|
(60,514) |
|
|
(37,027) |
|
|
(1,601,797) |
|
| Net change in unrealized gain (loss) |
|
(3,995) |
|
|
(11,825) |
|
|
9,086 |
|
|
17 |
|
|
(34,597) |
|
|
55,127 |
|
|
6,552 |
|
|
20,365 |
|
| Net realized gains (losses) |
|
(91,298) |
|
|
(806) |
|
|
(13,763) |
|
|
— |
|
|
(16,293) |
|
|
23,746 |
|
|
1,918 |
|
|
(96,496) |
|
| Net amortization of discount on investments |
|
24,033 |
|
|
1,016 |
|
|
14,624 |
|
|
— |
|
|
728 |
|
|
— |
|
|
— |
|
|
40,401 |
|
| Transfers between investment types |
|
(26,852) |
|
|
— |
|
|
(759) |
|
|
— |
|
|
(153,047) |
|
|
180,658 |
|
|
— |
|
|
— |
|
Transfers into (out of) Level 3(1) |
|
— |
|
|
16,800 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
16,800 |
|
| Fair value, end of period |
|
$ |
4,341,268 |
|
|
$ |
166,159 |
|
|
$ |
336,635 |
|
|
$ |
5,041 |
|
|
$ |
686,857 |
|
|
$ |
468,727 |
|
|
$ |
69,835 |
|
|
$ |
6,074,522 |
|
(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the year ended December 31, 2024, transfers into (out of) Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Year Ended December 31, 2023 |
| ($ in thousands) |
|
First-lien senior secured debt investments |
|
Second-lien senior secured debt investments |
|
Unsecured debt investments |
|
Specialty finance debt investments |
|
Preferred equity investments |
|
Common equity investments |
|
Specialty finance equity investments |
|
Total |
| Fair value, beginning of period |
|
$ |
4,232,118 |
|
|
$ |
448,075 |
|
|
$ |
347,322 |
|
|
$ |
— |
|
|
$ |
830,580 |
|
|
$ |
318,744 |
|
|
$ |
29,210 |
|
|
$ |
6,206,049 |
|
| Purchases of investments, net |
|
804,327 |
|
|
— |
|
|
— |
|
|
4,730 |
|
|
7,820 |
|
|
1,689 |
|
|
31,953 |
|
|
850,519 |
|
| Payment-in-kind |
|
67,368 |
|
|
12,980 |
|
|
32,649 |
|
|
75 |
|
|
36,083 |
|
|
— |
|
|
— |
|
|
149,155 |
|
| Proceeds from investments, net |
|
(1,135,911) |
|
|
(20,000) |
|
|
(182) |
|
|
— |
|
|
(2,460) |
|
|
— |
|
|
(1,886) |
|
|
(1,160,439) |
|
| Net change in unrealized gain (loss) |
|
16,578 |
|
|
2,033 |
|
|
13,304 |
|
|
— |
|
|
(59,586) |
|
|
9,338 |
|
|
776 |
|
|
(17,557) |
|
| Net realized gains (losses) |
|
(15,447) |
|
|
— |
|
|
(22) |
|
|
— |
|
|
114 |
|
|
— |
|
|
— |
|
|
(15,355) |
|
| Net amortization of discount on investments |
|
19,683 |
|
|
511 |
|
|
14,336 |
|
|
— |
|
|
489 |
|
|
— |
|
|
— |
|
|
35,019 |
|
| Transfers between investment types |
|
(9,500) |
|
|
— |
|
|
— |
|
|
— |
|
|
35,746 |
|
|
(26,246) |
|
|
— |
|
|
— |
|
| Transfers into (out of) Level 3(1) |
|
(8,874) |
|
|
(208,307) |
|
|
— |
|
|
— |
|
|
— |
|
|
(40,000) |
|
|
— |
|
|
(257,181) |
|
| Fair value, end of period |
|
$ |
3,970,342 |
|
|
$ |
235,292 |
|
|
$ |
407,407 |
|
|
$ |
4,805 |
|
|
$ |
848,786 |
|
|
$ |
263,525 |
|
|
$ |
60,053 |
|
|
$ |
5,790,210 |
|
(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the year ended December 31, 2023, transfers into (out of) Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.
The table below presents information with respect to net change in unrealized gains (losses) on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ($ in thousands) |
Net change in unrealized gain (loss) for the Year Ended December 31, 2025 on Investments Held at December 31, 2025 |
|
Net change in unrealized gain (loss) for the Year Ended December 31, 2024 on Investments Held at December 31, 2024 |
|
|
| First-lien senior secured debt investments |
$ |
7,498 |
|
|
$ |
(8,916) |
|
|
|
| Second-lien senior secured debt investments |
(4,490) |
|
|
(11,878) |
|
|
|
| Unsecured debt investments |
9,874 |
|
|
9,086 |
|
|
|
| Specialty finance debt investments |
(15) |
|
|
16 |
|
|
|
| Preferred equity investments |
21,630 |
|
|
(40,986) |
|
|
|
| Common equity investments |
119,298 |
|
|
62,782 |
|
|
|
| Specialty finance equity investments |
7,121 |
|
|
6,436 |
|
|
|
| Total Investments |
$ |
160,916 |
|
|
$ |
16,540 |
|
|
|
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The tables below present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of the following periods. The weighted average range of unobservable inputs is based on fair value of investments. The tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
| ($ in thousands) |
Fair Value |
|
Valuation Technique |
|
Unobservable Input |
|
Range (Weighted Average) |
|
Impact to Valuation from an Increase in Input |
First-lien senior secured debt investments |
$ |
1,280,482 |
|
|
Recent Transaction |
|
Transaction Price |
|
95.0% - 100.0% (99.4%) |
|
Increase |
|
9,346,910 |
|
|
Yield Analysis |
|
Market Yield |
|
6.0% - 23.6% (9.4%) |
|
Decrease |
|
33,580 |
|
|
Collateral Analysis |
|
Recovery Rate |
|
0.0% - 107.2% (84.0%) |
|
Increase |
|
|
|
|
|
|
|
|
|
|
| Second-lien senior secured debt investments |
$ |
442,717 |
|
|
Yield Analysis |
|
Market Yield |
|
8.4% - 32.5% (14.4%) |
|
Decrease |
|
|
|
|
|
|
|
|
|
|
| Unsecured debt investments |
$ |
473,340 |
|
|
Yield Analysis |
|
Market Yield |
|
5.5% - 14.9% (11.9%) |
|
Decrease |
|
|
|
|
|
|
|
|
|
|
|
3,788 |
|
|
Market Approach |
|
Revenue Multiple |
|
4.3x - 5.0x (4.8x) |
|
Increase |
| Specialty finance debt investments |
$ |
37,452 |
|
|
Yield Analysis |
|
Market Yield |
|
11.6% - 11.6% (11.6%) |
|
Decrease |
|
|
|
|
|
|
|
|
|
|
| Preferred equity investments |
$ |
122,829 |
|
|
Recent Transaction |
|
Transaction Price |
|
62.8% - 100.0% (86.5%) |
|
Increase |
|
451,265 |
|
|
Yield Analysis |
|
Market Yield |
|
11.6% - 35.3% (14.0%) |
|
Decrease |
|
|
|
|
|
|
|
|
|
|
|
498,387 |
|
|
Market Approach |
|
Revenue Multiple |
|
2.0x - 25.2x (7.3x) |
|
Increase |
| Common equity investments |
$ |
421,309 |
|
|
Recent Transaction |
|
Transaction Price |
|
54.2% - 813.7% (444.3%) |
|
Increase |
|
61,131 |
|
|
Yield Analysis |
|
Market Yield |
|
27.5% - 27.5% (27.5%) |
|
Decrease |
|
110,029 |
|
|
Market Approach |
|
EBITDA Multiple |
|
0.0x - 25.5x (11.9x) |
|
Increase |
|
8,330 |
|
|
Market Approach |
|
Market Adjustment Factor |
|
0.0% - 0.0% (0.0%) |
|
Decrease |
|
|
|
|
|
|
|
|
|
|
|
214 |
|
|
Market Approach |
|
Gross Profit Multiple |
|
9.0x - 9.0x (9.0x) |
|
Increase |
|
82,784 |
|
|
Market Approach |
|
Revenue Multiple |
|
4.25x - 13.0x (10.1x) |
|
Increase |
|
233 |
|
|
Option Pricing Model |
|
Volatility |
|
60.0% - 70.0% (69.9%) |
|
Increase |
|
|
|
|
|
|
|
|
|
|
| Specialty finance equity investments |
$ |
184,468 |
|
|
Market Approach |
|
AUM Multiple |
|
1.1x - 1.1x (1.1x) |
|
Increase |
|
22,602 |
|
|
Market Approach |
|
N/A(1) |
|
N/A |
|
N/A |
|
6,657 |
|
|
Yield Analysis |
|
Market Yield |
|
11.5% - 11.5% (11.5%) |
|
Decrease |
|
2,137 |
|
|
Discounted Cash Flow Analysis |
|
Discounted Factor |
|
20.0% - 20.0% (20.0%) |
|
Decrease |
|
|
|
|
|
|
|
|
|
|
(1)Fair value based on a weighting of the appraised value of the portfolio company’s underlying assets and their cost.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
| ($ in thousands) |
Fair Value |
|
Valuation Technique |
|
Unobservable Input |
|
Range (Weighted Average) |
|
Impact to Valuation from an Increase in Input |
| First-lien senior secured debt investments |
$ |
4,085,269 |
|
|
Yield Analysis |
|
Market Yield |
|
6.8% - 35.2% (11.0%) |
|
Decrease |
|
253,946 |
|
|
Recent Transaction |
|
Transaction Price |
|
98.3% - 100.0% (99.0%) |
|
Increase |
|
2,053 |
|
|
Collateral Analysis |
|
Recovery Rate |
|
11.2% - 13.5% (13.1%) |
|
Increase |
| Second-lien senior secured debt investments |
$ |
166,159 |
|
|
Yield Analysis |
|
Market Yield |
|
16.5% - 43.6% (19.6%) |
|
Decrease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unsecured debt investments |
$ |
177,356 |
|
|
Yield Analysis |
|
Market Yield |
|
8.6% - 16.7% (13.1%) |
|
Decrease |
|
159,279 |
|
|
Market Approach |
|
Revenue Multiple |
|
10.3x - 10.3x (10.3x) |
|
Increase |
|
|
|
|
|
|
|
|
|
|
| Specialty finance debt investments |
$ |
5,041 |
|
|
Yield Analysis |
|
Market Yield |
|
12.3% - 12.3% (12.3%) |
|
Decrease |
| Preferred equity investments |
$ |
257,469 |
|
|
Yield Analysis |
|
Market Yield |
|
12.8% - 37.1% (20.3%) |
|
Decrease |
|
393,291 |
|
|
Market Approach |
|
Revenue Multiple |
|
2.5x - 18.0x (7.8x) |
|
Increase |
|
36,099 |
|
|
Recent Transaction |
|
Transaction Price |
|
100.3% - 107.5% (105.6%) |
|
Increase |
|
|
|
|
|
|
|
|
|
|
| Common equity investments |
$ |
151,151 |
|
|
Market Approach |
|
Revenue Multiple |
|
5.3x - 14.5x (11.3x) |
|
Increase |
|
103,833 |
|
|
Market Approach |
|
EBITDA Multiple |
|
3.3x - 20.0x (13.1x) |
|
Increase |
|
153 |
|
|
Option Pricing Model |
|
Volatility |
|
60.0% - 70.0% (69.1%) |
|
Increase |
|
281 |
|
|
Market Approach |
|
Gross Profit Multiple |
|
10.0x - 10.0x (10.0x) |
|
Increase |
|
|
|
|
|
|
|
|
|
|
|
138,010 |
|
|
Recent Transaction |
|
Transaction Price |
|
96.8% - 100.0% (97.9%) |
|
Increase |
|
75,296 |
|
|
Yield Analysis |
|
Market Yield |
|
18.3% - 18.3% (18.3%) |
|
Decrease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Specialty finance equity investments |
$ |
62,517 |
|
|
Market Approach |
|
AUM Multiple |
|
1.1x - 1.1x (1.1x) |
|
Increase |
|
3,448 |
|
|
Market Approach |
|
N/A(1) |
|
N/A |
|
N/A |
|
3,093 |
|
|
Yield Analysis |
|
Market Yield |
|
12.3% - 12.3% (12.3%) |
|
Decrease |
|
778 |
|
|
Discounted Cash Flow Analysis |
|
Discounted Factor |
|
12.5% - 12.5% (12.5%) |
|
Decrease |
|
|
|
|
|
|
|
|
|
|
(1)Fair value based on a weighting of the appraised value of the portfolio company’s underlying assets and their cost.
The Adviser, as valuation designee, typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Company’s investment within the portfolio company’s capital structure.
When the debtor is not performing or when there is insufficient value to cover the investment, the Company may utilize a net recovery approach to determine the fair value of debt investments in subject companies. A net recovery analysis typically consists of two steps. First, the total enterprise value for the subject company is estimated using standard valuation approaches, most commonly the market approach. Second, the fair value for each investment in the subject company is then estimated by allocating the subject company’s total enterprise value to the outstanding securities in the capital structure based upon various factors, including seniority, preferences, and other features if deemed relevant to each security in the capital structure.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. For the Company’s Level 3 equity investments, a market approach, based on comparable financial performance multiples such as publicly-traded company and comparable market transaction multiples of revenues, earnings before interest, taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions are typically used.
Debt Not Carried at Fair Value
Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. The table below presents the carrying and fair values of the Company’s debt obligations as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
| ($ in thousands) |
Net Carrying Value |
|
Unamortized Debt Issuance Costs (Premium) |
|
Fair Value |
|
Net Carrying Value |
|
Unamortized Debt Issuance Costs (Premium) |
|
Fair Value |
| Revolving Credit Facility |
$ |
1,456,282 |
|
|
$ |
23,718 |
|
|
$ |
1,456,282 |
|
|
$ |
298,329 |
|
|
$ |
14,675 |
|
|
$ |
298,329 |
|
| SPV Asset Facility I |
691,602 |
|
|
8,398 |
|
|
691,602 |
|
|
590,448 |
|
|
9,552 |
|
|
590,448 |
|
| SPV Asset Facility II |
320,464 |
|
|
4,536 |
|
|
320,464 |
|
|
295,247 |
|
|
4,753 |
|
|
295,247 |
|
| SPV Asset Facility III |
613,087 |
|
|
11,413 |
|
|
613,087 |
|
|
— |
|
|
— |
|
|
— |
|
| SPV Asset Facility IV |
194,346 |
|
|
5,654 |
|
|
194,346 |
|
|
— |
|
|
— |
|
|
— |
|
| CLO 2020-1 |
— |
|
|
— |
|
|
— |
|
|
199,985 |
|
|
4,015 |
|
|
199,985 |
|
| Athena CLO II |
371,068 |
|
|
3,932 |
|
|
371,068 |
|
|
— |
|
|
— |
|
|
— |
|
| Athena CLO IV |
237,654 |
|
|
2,346 |
|
|
237,654 |
|
|
— |
|
|
— |
|
|
— |
|
| Athena CLO V |
298,072 |
|
|
1,928 |
|
|
298,072 |
|
|
— |
|
|
— |
|
|
— |
|
| June 2025 Notes |
— |
|
|
— |
|
|
— |
|
|
209,377 |
|
|
623 |
|
|
208,425 |
|
| December 2025 Notes |
— |
|
|
— |
|
|
— |
|
|
651,495 |
|
|
(1,495) |
|
|
643,500 |
|
| June 2026 Notes |
374,287 |
|
|
713 |
|
|
373,125 |
|
|
372,773 |
|
|
2,227 |
|
|
362,813 |
|
| January 2027 Notes |
298,379 |
|
|
1,621 |
|
|
291,750 |
|
|
296,855 |
|
|
3,145 |
|
|
281,250 |
|
| March 2028 Notes |
654,890 |
|
|
7,811 |
|
|
653,250 |
|
|
— |
|
|
— |
|
|
— |
|
| September 2028 Notes |
74,505 |
|
|
495 |
|
|
75,000 |
|
|
— |
|
|
— |
|
|
— |
|
| April 2029 Notes |
703,564 |
|
|
11,558 |
|
|
715,750 |
|
|
— |
|
|
— |
|
|
— |
|
| Total Debt |
$ |
6,288,200 |
|
|
$ |
84,123 |
|
|
$ |
6,291,450 |
|
|
$ |
2,914,509 |
|
|
$ |
37,495 |
|
|
$ |
2,879,997 |
|
The table below presents fair value measurements of the Company’s debt obligations as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
| ($ in thousands) |
December 31, 2025 |
|
December 31, 2024 |
| Level 1 |
$ |
— |
|
|
$ |
— |
|
| Level 2 |
2,108,875 |
|
|
1,495,988 |
|
| Level 3 |
4,182,575 |
|
|
1,384,009 |
|
| Total Debt |
$ |
6,291,450 |
|
|
$ |
2,879,997 |
|
Financial Instruments Not Carried at Fair Value
As of December 31, 2025 and December 31, 2024, the carrying amounts of the Company’s other assets and liabilities approximate fair value due to their short maturities. These financial instruments would be categorized as Level 3 within the hierarchy.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
Note 7. Derivative Instruments
The Company enters into derivative instruments from time to time to help mitigate its foreign currency and interest rate risk exposures. See “Note 6 — Fair Value of Investments” for additional disclosures related to the fair value hierarchy for derivative instruments.
The table below presents the fair value and notional value of the derivative assets and liabilities for the following period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2025 |
|
|
|
|
Notional Amount |
|
Assets |
|
Liabilities |
|
|
|
|
|
|
| Derivatives designated as hedges |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest rate swaps April 2029 Notes |
|
$ |
700,000 |
|
|
$ |
14,619 |
|
|
$ |
— |
|
|
|
|
|
|
|
| Interest rate swaps March 2028 Notes |
|
$ |
650,000 |
|
|
12,113 |
|
|
— |
|
|
|
|
|
|
|
Total derivatives designated as hedges(1)(2) |
|
|
|
$ |
26,732 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives not designated as hedges |
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency forward contract GBP |
|
£ |
159,730 |
|
|
$ |
214,309 |
|
|
$ |
(215,224) |
|
|
|
|
|
|
|
| Foreign currency forward contract EUR |
|
€ |
344,832 |
|
|
407,768 |
|
|
(408,583) |
|
|
|
|
|
|
|
| Foreign currency forward contract AUD |
|
A$ |
12,910 |
|
|
8,405 |
|
|
(8,616) |
|
|
|
|
|
|
|
| Total derivatives not designated as hedges |
|
|
|
$ |
630,482 |
|
|
$ |
(632,423) |
|
|
|
|
|
|
|
(1)The net fair value of the derivatives designated as hedges is recorded as an asset or liability in the Consolidated Statements of Assets and Liabilities.
(2)The Company’s unsecured notes, that are designated in a qualifying hedging relationship, had carrying value of $1.4 billion, net of the related cumulative hedging adjustments that represented an increase (decrease) to the carrying value of the notes of $27.8 million as of December 31, 2025.
The Company did not hold interest rate swaps or foreign currency forward contracts as of December 31, 2024.
The tables below present net unrealized gains and losses on effective interest rate swaps and hedged items included in interest expense for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2025
|
|
|
|
|
|
|
Change in Unrealized Gain (Loss) on: |
|
|
|
|
|
|
|
|
|
|
Interest Rate Swaps |
|
Hedged Items |
|
Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives designated as hedges |
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps April 2029 Notes |
|
|
|
|
|
|
|
$ |
5,968 |
|
|
$ |
(6,243) |
|
|
$ |
(275) |
|
| Interest rate swaps March 2028 Notes |
|
|
|
|
|
|
|
12,113 |
|
|
(12,701) |
|
|
(588) |
|
Net change in unrealized gain (loss) on interest rate swaps and hedged items(1) |
|
|
|
|
|
|
|
|
|
|
|
$ |
(863) |
|
(1)Recorded and recognized as components of interest expense in the Consolidated Statements of Operations.
The Company did not hold any interest rate swaps for the year ended December 31, 2024.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The table below presents net realized and unrealized gains and losses on derivative instruments not designated as a qualifying hedge accounting relationship recognized by the Company for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2025 |
|
|
|
|
|
|
|
|
Net Change in Unrealized Gain (Loss) |
|
Net Realized Gain (Loss) |
|
Net |
| Derivatives not designated as hedges |
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency forward contract GBP |
|
|
|
|
|
|
|
$ |
(915) |
|
|
$ |
791 |
|
|
$ |
(124) |
|
| Foreign currency forward contract EUR |
|
|
|
|
|
|
|
(815) |
|
|
(1,497) |
|
|
(2,312) |
|
| Foreign currency forward contract AUD |
|
|
|
|
|
|
|
(211) |
|
|
43 |
|
|
(168) |
|
Total net unrealized and realized gain (loss)(1) |
|
|
|
|
|
|
|
|
|
|
|
$ |
(2,604) |
|
(1)Recorded and recognized as components of translation of assets and liabilities in foreign currencies and other transactions in the Consolidated Statements of Operations.
The Company did not hold any foreign currency forward contracts for the year ended December 31, 2024.
Note 8. Commitments and Contingencies
Portfolio Company Commitments
From time to time, the Company may enter into commitments to fund investments in the form of revolving credit, delayed draw, or equity commitments, which require the Company to provide funding when requested by portfolio companies in accordance with underlying loan agreements. The Company had the following outstanding commitments as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
| ($ in thousands) |
|
December 31, 2025 |
|
December 31, 2024 |
| Total unfunded revolving loan commitments |
|
$ |
797,118 |
|
|
$ |
315,345 |
|
| Total unfunded delayed draw loan commitments |
|
$ |
947,440 |
|
|
$ |
286,912 |
|
| Total unfunded debt commitments |
|
$ |
1,744,558 |
|
|
$ |
602,257 |
|
|
|
|
|
|
| Total unfunded specialty finance equity commitments |
|
$ |
41,900 |
|
|
$ |
6,080 |
|
| Total unfunded common equity commitments |
|
$ |
8,113 |
|
|
$ |
— |
|
| Total unfunded equity commitments |
|
$ |
50,013 |
|
|
$ |
6,080 |
|
|
|
|
|
|
| Total unfunded commitments |
|
$ |
1,794,571 |
|
|
$ |
608,337 |
|
|
|
|
|
|
As of December 31, 2025, the Company believed they had adequate financial resources to cover outstanding unfunded portfolio company commitments.
Other Commitments and Contingencies
On May 27, 2025, the Board approved the 2025 Stock Repurchase Program (the “2025 Stock Repurchase Program”) under which we may repurchase up to $200 million of our outstanding common stock. Under the 2025 Stock Repurchase Program, purchases were made at management's discretion from time to time in open-market transactions, in accordance with applicable securities laws and regulations. Unless extended by the Board, the 2025 Stock Repurchase Program will terminate 18-months from the date of the Exchange Listing. As of December 31, 2025, 5,192,408 shares of the Company’s common stock have been repurchased pursuant to the 2025 Stock Repurchase Program for approximately $73.4 million since the 2025 Stock Repurchase Program’s inception. All shares purchased by us pursuant to 2025 Stock Repurchase Program have been retired and are authorized and unissued shares.
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of December 31, 2025, management was not aware of any pending or threatened litigation.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
Note 9. Net Assets
Equity Issuances
The Company has the authority to issue 1,000,000,000 common shares at $0.01 per share par value.
There were no sales of the Company’s common stock during the year ended December 31, 2025 and 2024. See “Note 13 — Merger with Blue Owl Technology Finance Corp. II” for information related to the issuance of shares of the Company’s common stock in connection with the Mergers.
Distributions
The table below reflects the distributions declared on shares of the Company’s common stock during the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2025 |
| Date Declared |
|
Record Date |
|
Payment Date |
|
Distribution per Share |
| November 5, 2025 |
|
December 31, 2025 |
|
January 15, 2026 |
|
$ |
0.35 |
|
| August 5, 2025 |
|
September 30, 2025 |
|
October 15, 2025 |
|
$ |
0.35 |
|
| June 2, 2025 (supplemental dividend) |
|
September 21, 2026 |
|
October 6, 2026 |
|
$ |
0.05 |
|
| June 2, 2025 (supplemental dividend) |
|
June 22, 2026 |
|
July 7, 2026 |
|
$ |
0.05 |
|
| June 2, 2025 (supplemental dividend) |
|
March 23, 2026 |
|
April 7, 2026 |
|
$ |
0.05 |
|
| June 2, 2025 (supplemental dividend) |
|
December 23, 2025 |
|
January 7, 2026 |
|
$ |
0.05 |
|
| June 2, 2025 (supplemental dividend) |
|
September 22, 2025 |
|
October 7, 2025 |
|
$ |
0.05 |
|
| June 2, 2025 |
|
June 30, 2025 |
|
July 15, 2025 |
|
$ |
0.35 |
|
| March 14, 2025 |
|
March 17, 2025 |
|
March 18, 2025 |
|
$ |
0.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2024 |
| Date Declared |
|
Record Date |
|
Payment Date |
|
Distribution per Share |
| October 1, 2024 |
|
December 31, 2024 |
|
January 31, 2025 |
|
$ |
0.33 |
|
| August 6, 2024 |
|
September 30, 2024 |
|
November 15, 2024 |
|
$ |
0.36 |
|
| May 7, 2024 |
|
June 28, 2024 |
|
August 15, 2024 |
|
$ |
0.40 |
|
February 21, 2024(1) |
|
March 29, 2024 |
|
May 15, 2024 |
|
$ |
0.37 |
|
(1)Expected to be paid or was partially paid from sources other than ordinary income, including long-term capital gains.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2023 |
| Date Declared |
|
Record Date |
|
Payment Date |
|
Distribution per Share |
| November 7, 2023 |
|
December 29, 2023 |
|
January 31, 2024 |
|
$ |
0.37 |
|
| August 8, 2023 |
|
September 29, 2023 |
|
November 15, 2023 |
|
$ |
0.37 |
|
| May 9, 2023 |
|
June 30, 2023 |
|
August 15, 2023 |
|
$ |
0.37 |
|
February 21, 2023(1) |
|
March 31, 2023 |
|
May 15, 2023 |
|
$ |
0.34 |
|
(1)Expected to be paid or was partially paid from sources other than ordinary income, including long-term capital gains.
Dividend Reinvestment
With respect to distributions, the Company has adopted an “opt out” dividend reinvestment plan for common shareholders. As a result, in the event of a declared distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of the Company’s common stock rather than receiving cash distributions. Prior to the Exchange Listing, the number of shares to be issued to a shareholder under the dividend reinvestment plan was determined by dividing the total dollar amount of the distribution payable to such shareholder by the net asset value per share of the Company's common stock, as of the last day of the Company's calendar quarter immediately preceding the date such distribution was declared. In connection with the Exchange Listing, the Company entered into an amended and restated dividend reinvestment plan, pursuant to which, if newly issued shares are used to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the cash dividend or distribution payable to a shareholder by the market price per share of the Company's common stock at the close of regular trading on the NYSE on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, the Company will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share).
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
If shares are purchased in the open market to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder shall be determined by dividing the dollar amount of the cash dividend payable to such shareholder by the weighted average price per share for all shares purchased by the plan administrator in the open market in connection with the dividend. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
The table below reflects the common stock issued pursuant to the dividend reinvestment plan during the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2025 |
| Date Declared |
|
Record Date |
|
Payment Date |
|
Shares |
| August 5, 2025 |
|
September 30, 2025 |
|
October 15, 2025 |
|
1,885,921 |
|
| June 2, 2025 (supplemental dividend) |
|
September 22, 2025 |
|
October 7, 2025 |
|
275,099 |
|
| June 2, 2025 |
|
June 30, 2025 |
|
July 15, 2025 |
|
1,952,428 |
|
| March 14, 2025 |
|
March 17, 2025 |
|
March 18, 2025 |
|
1,131,018 |
|
| October 1, 2024 |
|
December 31, 2024 |
|
January 31, 2025 |
|
1,098,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2024 |
| Date Declared |
|
Record Date |
|
Payment Date |
|
Shares |
| August 6, 2024 |
|
September 30, 2024 |
|
November 15, 2024 |
|
1,176,276 |
|
| May 7, 2024 |
|
June 28, 2024 |
|
August 15, 2024 |
|
1,323,864 |
|
| February 21, 2024 |
|
March 29, 2024 |
|
May 15, 2024 |
|
1,190,189 |
|
| November 7, 2023 |
|
December 29, 2023 |
|
January 31, 2024 |
|
1,212,560 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2023 |
| Date Declared |
|
Record Date |
|
Payment Date |
|
Shares |
| August 8, 2023 |
|
September 29, 2023 |
|
November 15, 2023 |
|
1,205,890 |
|
| May 9, 2023 |
|
June 30, 2023 |
|
August 15, 2023 |
|
1,169,242 |
|
| February 21, 2023 |
|
March 31, 2023 |
|
May 15, 2023 |
|
1,082,573 |
|
| November 1, 2022 |
|
December 31, 2022 |
|
January 31, 2023 |
|
912,215 |
|
2025 Stock Repurchase Program
On May 27, 2025, the Board approved the 2025 Stock Repurchase Program under which the Company may repurchase up to $200 million of its outstanding common stock. Under the 2025 Stock Repurchase Program, purchases were made at management's discretion from time to time in open-market transactions, in accordance with applicable securities laws and regulations. Unless extended by the Board, the 2025 Stock Repurchase Program will terminate 18-months from the date of the Exchange Listing. For the year ended December 31, 2025, repurchases under the 2025 Stock Repurchase Program were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
($ in thousands, except share and per share amounts) |
|
Total Number of Shares Repurchased |
|
Average Price Paid per Share |
|
Approximate Dollar Value of Shares that have been Purchased Under the Plans |
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan |
| September 1, 2025 - September 30, 2025 |
|
614,291 |
|
|
$ |
14.46 |
|
|
$ |
8,880 |
|
|
$ |
191,120 |
|
| October 1, 2025 - October 31, 2025 |
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
191,120 |
|
| November 1, 2025 - November 30, 2025 |
|
971,369 |
|
|
$ |
13.49 |
|
|
$ |
13,102 |
|
|
$ |
178,018 |
|
| December 1, 2025 - December 31, 2025 |
|
3,606,748 |
|
|
$ |
14.27 |
|
|
$ |
51,466 |
|
|
$ |
126,552 |
|
| Total |
|
5,192,408 |
|
|
|
|
$ |
73,448 |
|
|
|
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
Note 10. Earnings Per Share
The table below sets forth the computation of basic and diluted earnings (loss) per common share for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
| ($ in thousands, except per share amounts) |
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
2023(1) |
| Increase (decrease) in net assets resulting from operations |
|
|
|
|
|
|
|
|
$ |
720,371 |
|
|
$ |
319,225 |
|
|
$ |
369,139 |
|
| Weighted average shares of common stock outstanding—basic and diluted |
|
|
|
|
|
|
|
|
409,416,223 |
|
|
209,770,414 |
|
|
205,005,236 |
|
| Earnings (loss) per common share-basic and diluted |
|
|
|
|
|
|
|
|
$ |
1.76 |
|
|
$ |
1.52 |
|
|
$ |
1.80 |
|
Note 11. Income Taxes
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.
The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (losses), as appropriate.
Depending on the level of taxable income earned in a tax year, the Company can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, the Company will accrue excise tax on estimated excess taxable income.
For the years ended December 31, 2025, 2024, and 2023 the Company recorded U.S. federal excise tax expense of $7.5 million, $11.5 million, and $9.1 million, respectively.
The following reconciles the increase (decrease) in net assets resulting from operations for the years ended December 31, 2025, 2024, and 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
| ($ in thousands) |
2025(1) |
|
2024 |
|
2023 |
| Increase (decrease) in net assets resulting from operations |
$ |
720,371 |
|
|
$ |
319,225 |
|
|
$ |
369,139 |
|
| Adjustments: |
|
|
|
|
|
| Net unrealized (gain) loss |
(175,209) |
|
|
(51,364) |
|
|
3,531 |
|
| Deferred organization costs |
(24) |
|
|
— |
|
|
— |
|
| Federal and state income tax |
7,489 |
|
|
11,467 |
|
|
9,100 |
|
| Other book-tax differences |
(29,496) |
|
|
43,472 |
|
|
(22,700) |
|
|
|
|
|
|
|
| Taxable Income |
$ |
523,131 |
|
|
$ |
322,800 |
|
|
$ |
359,070 |
|
(1)Tax information for the fiscal year ended December 31, 2025 is estimated and is not considered final until the Company files its tax return.
For the year ended December 31, 2025
Total distributions declared of $607.7 million resulted in a taxable dividend amount of $607.7 million that consisted of $607.7 million of ordinary income for the year ending December 31, 2025. For the calendar year ended December 31, 2025, the Company had $306.6 million net unrealized gains on investments and assets and liabilities in foreign currencies, and $(34.2) million of other temporary differences. For the calendar year ended December 31, 2025, the Company had $159.4 million of undistributed ordinary income and $31.4 million of undistributed long term capital gains. For the year ended December 31, 2025, 85.8% of distributed ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders.
For the year ended December 31, 2025, the Company increased the total distributable earnings (losses) and decreased additional paid in capital. These permanent differences of $79.7 million were principally related to temporary differences acquired from the Merger of $73.8 million as well as $7.5 million attributable to U.S. federal excise taxes.
As of December 31, 2025, the net estimated unrealized gain on investments for U.S. federal income tax purposes was $335.5 million based on a tax cost basis of $14.0 billion. As of December 31, 2025, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $101.7 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $437.2 million.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
For the year ended December 31, 2024
Total distributions declared during the year ended December 31, 2024 of $307.0 million consisted of approximately $282.1 million of ordinary income and $24.9 million of long-term capital gains, as determined on a tax basis. For the calendar year ended December 31, 2024, the Company had $293.9 million of undistributed ordinary income, $18.3 million of capital loss carryforwards, as well as $(6.4) million net unrealized gains on investments and assets and liabilities in foreign currencies, and $1.6 million of other temporary differences. For the year ended December 31, 2024, 83.2% of distributed ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders.
For the year ended December 31, 2024, the Company increased the total distributable earnings (losses) and decreased additional paid in capital. These permanent differences were principally related to $11.5 million of U.S. federal excise taxes.
As of December 31, 2024, the net estimated unrealized loss on investments for U.S. federal income tax purposes was $15.8 million based on a tax cost basis of $6.4 million. As of December 31, 2024, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $203.8 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $188.0 million.
For the year ended December 31, 2023
Total distributions declared during the year ended December 31, 2023 of $300.3 million were consisted of approximately $252.7 million ordinary income and $47.6 million of long-term capital gains, as determined on a tax basis. For the calendar year ended December 31, 2023, the Company had $236.2 million of undistributed ordinary income, $47.6 million of undistributed capital gains, as well as $(10.1) million net unrealized gains on investments and assets and liabilities in foreign currencies, and $(3.8) million of other temporary differences. For the year ended December 31, 2023, 82.5% of distributed ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders.
During the year ended December 31, 2023, the Company increased the total distributable earnings (losses) and decreased additional paid in capital. These permanent differences were principally related to $9.1 million of U.S. federal excise taxes.
As of December 31, 2023, the net estimated unrealized loss on investments for U.S. federal income tax purposes was $25.4 million based on a tax cost basis of $6.2 million. As of December 31, 2023, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $160.4 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $135.0 million.
Taxable Subsidiaries
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the year ended December 31, 2025 and 2024 the Company recorded U.S. federal and state income tax expense/(benefit) of $(51) thousand and (6) thousand, respectively.
The Company recorded a net deferred tax liability of $797 thousand as of December 31, 2025, for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries’ investment in certain partnership interests. The Company recorded a net deferred tax liability of $36 thousand for taxable subsidiaries as of December 31, 2024.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
Note 12. Financial Highlights
The table below presents the financial highlights for a common share outstanding during the following periods. The financial highlights for the years ended December 31, 2020, December 31, 2019, and December 31, 2018 were derived from the Company's consolidated financial statements that were audited by the Company's former independent registered public accounting firm.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
| ($ in thousands, except share and per share amounts) |
2025 |
|
|
|
2024 |
|
2023 |
|
2022 |
|
2021 |
|
2020 |
|
2019 |
|
2018 |
|
|
|
|
| Per share data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net asset value, beginning of period |
$ |
17.09 |
|
|
|
|
$ |
17.03 |
|
|
$ |
16.70 |
|
|
$ |
17.65 |
|
|
$ |
14.88 |
|
|
$ |
14.70 |
|
|
$ |
14.53 |
|
|
$ |
— |
|
|
|
|
|
Net investment income (loss)(1) |
1.25 |
|
|
|
|
1.78 |
|
|
1.79 |
|
|
1.36 |
|
|
1.06 |
|
|
0.92 |
|
|
0.85 |
|
|
(0.23) |
|
|
|
|
|
Net realized and unrealized gain (loss)(1) |
0.51 |
|
|
|
|
(0.26) |
|
|
(0.01) |
|
|
(1.27) |
|
|
2.52 |
|
|
0.10 |
|
|
(0.03) |
|
|
(0.11) |
|
|
|
|
|
| Total from operations |
1.76 |
|
|
|
|
1.52 |
|
|
1.78 |
|
|
0.09 |
|
|
3.58 |
|
|
1.02 |
|
|
0.82 |
|
|
(0.34) |
|
|
|
|
|
Repurchase of common shares(7) |
0.04 |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
14.87 |
|
|
|
|
|
Issuance of common shares in connection with the Mergers(2) |
(0.07) |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
Distributions declared from earnings(7) |
(1.49) |
|
|
|
|
(1.46) |
|
|
(1.45) |
|
|
(1.04) |
|
|
(0.81) |
|
|
(0.84) |
|
|
(0.65) |
|
|
— |
|
|
|
|
|
| Total increase (decrease) in net assets |
0.24 |
|
|
|
|
0.06 |
|
|
0.33 |
|
|
(0.95) |
|
|
2.77 |
|
|
0.18 |
|
|
0.17 |
|
|
14.53 |
|
|
|
|
|
| Net asset value, end of period |
$ |
17.33 |
|
|
|
|
$ |
17.09 |
|
|
$ |
17.03 |
|
|
$ |
16.70 |
|
|
$ |
17.65 |
|
|
$ |
14.88 |
|
|
$ |
14.70 |
|
|
$ |
14.53 |
|
|
|
|
|
| Shares outstanding, end of period |
464,047,623 |
|
|
|
|
212,155,118 |
|
|
207,252,229 |
|
|
202,882,309 |
|
|
200,099,575 |
|
|
100,586,224,000 |
|
|
52,852,122 |
|
|
19,739,051,000 |
|
|
|
|
|
Per share market value at end of period |
$ |
14.54 |
|
|
|
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
|
|
|
Total Return, based on net market value(3) |
(8.4) |
% |
|
|
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
|
|
|
Total Return, based on net asset value(4) |
11.8 |
% |
|
|
|
9.3 |
% |
|
11.1 |
% |
|
0.6 |
% |
|
24.5 |
% |
|
7.2 |
% |
|
5.8 |
% |
|
(3.2) |
% |
|
|
|
|
| Ratios / Supplemental Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to average net assets(5)(6) |
8.9 |
% |
|
|
|
8.7 |
% |
|
9.2 |
% |
|
6.5 |
% |
|
8.4 |
% |
|
7.8 |
% |
|
9.3 |
% |
|
7.7 |
% |
|
|
|
|
Ratio of net investment income to average net assets(5) |
7.2 |
% |
|
|
|
10.5 |
% |
|
10.6 |
% |
|
8.0 |
% |
|
6.1 |
% |
|
6.5 |
% |
|
5.5 |
% |
|
(3.2) |
% |
|
|
|
|
| Net assets, end of period |
$ |
8,041,598 |
|
|
|
|
$ |
3,625,150 |
|
|
$ |
3,529,994 |
|
|
$ |
3,387,365 |
|
|
$ |
3,532,150 |
|
|
$ |
1,496,879 |
|
|
$ |
777,172 |
|
|
$ |
286,710 |
|
|
|
|
|
| Weighted-average shares outstanding |
409,416,223 |
|
|
|
|
209,770,414 |
|
|
205,005,236 |
|
|
201,368,005 |
|
|
139,198,430 |
|
|
85,371,169 |
|
|
36,696,078 |
|
|
9,344,401 |
|
|
|
|
|
| Total capital commitments, end of period |
N/A |
|
|
|
$ |
3,134,815 |
|
|
$ |
3,143,815 |
|
|
$ |
3,134,815 |
|
|
$ |
3,134,815 |
|
|
$ |
3,126,885 |
|
|
$ |
2,519,921 |
|
|
$ |
1,813,178 |
|
|
|
|
|
| Ratio of total contributed capital to total committed capital, end of period |
N/A |
|
|
|
100.0 |
% |
|
100.0 |
% |
|
100.0 |
% |
|
100.0 |
% |
|
45.7 |
% |
|
30.7 |
% |
|
16.0 |
% |
|
|
|
|
| Portfolio turnover rate |
20.9 |
% |
|
|
|
34.7 |
% |
|
11.7 |
% |
|
9.3 |
% |
|
27.3 |
% |
|
10.8 |
% |
|
18.4 |
% |
|
— |
% |
|
|
|
|
| Year of formation |
2018 |
|
|
|
2018 |
|
2018 |
|
2018 |
|
2018 |
|
2018 |
|
2018 |
|
2018 |
|
|
|
|
(1)The per share data was derived using the weighted average shares outstanding during the period.
(2)The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the issuance of common stock because of the timing of sales of the Company’s shares.
(3)Total return based on market value is calculated as the change in market value per share during the respective periods, taking into account dividends and distributions, if any, reinvested in accordance with the Company’s dividend reinvestment plan. The beginning market value per share is based on the listing price of $17.15 per share on the listing date of June 12, 2025. Total return is not annualized.
(4)Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning NAV per share. Total return is not annualized.
(5)The ratio reflects an annualized amount, except in the case of non-recurring expenses (e.g. initial organization expenses).
(6)Prior to any management fee waivers, the annualized total expenses to average net assets for the period ended December 31, 2025 was 8.9%.
(7)The per share data was derived using actual shares outstanding at the date of the relevant transaction.
Note 13. Merger with Blue Owl Technology Finance Corp. II
On March 24, 2025, the Company completed its previously announced acquisition of OTF II. In accordance with the Merger Agreement, at the effective time of the Mergers, each outstanding share of OTF II common stock was converted into the right to receive 0.9113 shares of common stock, par value $0.01 per share of the Company (with OTF II stockholders receiving cash in lieu of fractional shares of the Company’s common stock). As a result of the Mergers, the Company issued an aggregate of approximately 250,738,523 shares of its common stock to former OTF II stockholders prior to any adjustment for OTF II stockholders receiving cash in lieu of fractional shares.
The Mergers were accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations — Related Issues. The consideration paid to OTF II’s shareholders was more than the aggregate fair values of the assets acquired and liabilities assumed, which resulted in a purchase premium (the “purchase premium”). The purchase premium was allocated to the cost of OTF II investments acquired by the Company on a pro-rata basis based on their relative fair values as of the closing date. Immediately following the Mergers, the investments were marked to their respective fair values and, as a result, the purchase premium allocated to the cost basis of the investments acquired was immediately recognized as unrealized depreciation on the Consolidated Statement of Operations.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
The purchase premium allocated to the loan investments acquired will amortize over the life of each respective loan through interest expense with a corresponding adjustment recorded as unrealized appreciation on such loans acquired through their ultimate disposition. The purchase premium allocated to equity investments acquired will not amortize over the life of such investments through interest expense and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation on disposition of such equity investments acquired.
The Mergers were considered a tax-free reorganization and the Company has elected to carry forward the historical cost basis of the OTF II investments for tax purposes.
Pursuant to the Merger Agreement, the Adviser agreed to reimburse each of the Company and OTF II 50% of all fees and expenses incurred and payable by OTF II or on its behalf, on the one hand, or the Company or on its behalf, on the other hand, in connection with or related to the Mergers or the Merger Agreement up to an aggregate amount equal to $4.75 million. Net of merger transaction costs borne by the Adviser, the Company capitalized $4.5 million of merger transaction costs as part of the total consideration paid to acquire the assets and liabilities of OTF II.
The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the Mergers:
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($ in thousands) |
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Common stock issued by the Company(1) |
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$ |
4,278,003 |
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Transaction costs, net(2) |
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4,500 |
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| Total purchase price |
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$ |
4,282,503 |
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| Assets acquired: |
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Investments, at fair value (amortized cost of $5,541,254) |
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$ |
5,564,571 |
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| Cash and cash equivalents |
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647,248 |
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| Interest receivable |
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74,478 |
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| Other assets |
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52,695 |
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| Total assets acquired |
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$ |
6,338,992 |
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| Liabilities assumed: |
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Debt (net of deferred financing costs of $47,082) |
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$ |
1,882,354 |
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Other liabilities(3) |
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178,635 |
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| Total liabilities assumed |
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2,060,989 |
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| Net assets acquired |
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4,278,003 |
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| Total purchase premium/(discount) |
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$ |
4,500 |
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(1)Based on the NAV per share at closing of $17.06 and the 250,738,523 common shares issued by the Company in conjunction with the Mergers.
(2)Pursuant to the Merger Agreement, the Adviser agreed to reimburse each of the Company and OTF II 50% of all fees and expenses incurred and payable in connection with or related to the Mergers or the Merger Agreement up to an aggregate amount equal to $4.75 million. Net of merger transaction costs borne by the Adviser, the Company capitalized $4.5 million of merger transaction costs as part of the total consideration paid to acquire the assets and liabilities of OTF II.
(3)Includes $11.8 million of management fees and $10.7 million of incentive fees accrued by OTF II through the closing date of the Mergers pursuant to an investment advisory agreement between OTF II and its investment adviser, which was terminated upon the closing of the Mergers. The payable for these fees was assumed by the Company.
Note 14. Subsequent Events
The Company’s management evaluated subsequent events through the date of issuance of these consolidated financial statements and determined there are no subsequent events to disclose except for the following:
January 2031 Notes
On January 23, 2026, the Company issued $400.0 million aggregate principal amount of 6.125% notes due 2031. In connection with the issuance of the January 2031 Notes, on January 20, 2026 we entered into a bilateral interest rate swap. The notional amount of the interest rate swap is $400.0 million.
Blue Owl Technology Finance Corp.
Notes to Consolidated Financial Statements - Continued
We will receive fixed rate interest at 6.125% and pay variable rate interest based on SOFR plus 2.495%. The interest rate swap matures on January 23, 2031.
Dividend
On February 18, 2026, the Board approved a first quarter dividend of $0.35 per share for stockholders of record as of March 31, 2026, payable on or before April 15, 2026.
2026 Stock Repurchase Program
On February 17, 2026, the Board approved a repurchase program (the “2026 Stock Repurchase Program”) under which we may repurchase up to $300 million of our common stock. Under the 2026 Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, including pursuant to trading plans with investment banks pursuant to Rule 10b5-1 of the Exchange Act, in accordance with all applicable rules and regulations. Unless extended by the Board, the 2026 Stock Repurchase Program will terminate 18-months from the date it was approved. Upon entering into the 2026 Stock Repurchase Program, the 2025 Stock Repurchase Program will terminate.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures.
(a)Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Annual Report.
(b)Management’s Report on Internal Controls Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework). Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
(c) Attestation Report of the Independent Registered Public Accounting Firm
Our independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of our internal control over financial reporting, which is set forth under the heading “Report of Independent Registered Public Accounting Firm” on page F-2.
(d) Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Rule 10b5-1 Trading Plans
During the fiscal year ended December 31, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Our Board of Directors
As of December 31, 2025, our Board consisted of six members. The Board is divided into three classes, with the members of each class serving staggered, three-year terms. The terms of our Class I directors will expire at the 2028 annual meeting of shareholders; the terms of our Class II directors will expire at the 2026 annual meeting of shareholders; and the terms of our Class III directors will expire at the 2027 annual meeting of shareholders.
Biographical Information
Brief biographies of the members of the Board are set forth below. Also included below following each biography is a brief discussion of the specific experience, qualifications, attributes or skills that led our Board to conclude that the applicable director should serve on our Board at this time. In addition, set forth further below is a biography of each of our executive officers who is not a director.
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Name, Address, and Age(1) |
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Position(s) Held with the
Company |
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Principal
Occupation(s)
During the Past
5 Years |
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Term of Office
and Length of
Time Served(2)
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Number of
Companies in
Fund
Complex(3)
Overseen by
Director
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Other Directorships
Held by Director or
Nominee for Director |
| Independent Directors |
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Eric Kaye, 62 |
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Director |
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Founder and Chief Executive Officer of Kayezen, LLC (formerly ARQ^EX Fitness Systems) |
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Class II Director since 2018; Term expires in 2026 |
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5 |
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OBDC
OBDC II
OCIC
OTIC
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Victor Woolridge, 69 |
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Director |
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Managing Director of Barings Real Estate Advisers LLC |
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Class II Director since 2021; Term expires in 2026 |
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5 |
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OBDC
OBDC II
OCIC
OTIC
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Christopher M. Temple, 58 |
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Director |
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President of DelTex Capital LLC |
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Class III Director since 2018; Term expires in 2027 |
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5 |
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OBDC
OBDC II
OCIC
OTIC
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Melissa Weiler, 61 |
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Director |
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Private Investor |
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Class III Director since 2021; Term expires in 2027 |
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5 |
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OBDC
OBDC II
OCIC
OTIC
Jefferies Financial Group Inc.
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Edward D'Alelio, 73 |
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Chairman of the Board and Director |
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Retired |
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Class I Director since 2018; Term expires in 2028 |
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5 |
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OBDC
OBDC II
OCIC
OTIC
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| Interested Directors(4) |
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Craig W. Packer, 59 |
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Chief Executive Officer and Director |
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Co-Founder of Owl Rock Capital Partners
Co-President of Blue Owl
Co-Chief Investment Officer of each of the Blue Owl Credit Advisers Chief Executive Officer of the Blue Owl BDCs
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Class I Director since 2018; Term expires in 2028 |
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5 |
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OBDC
OBDC II
OCIC
OTIC
Blue Owl Capital Inc.
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____________________
(1)The address for each director is c/o Blue Owl Technology Finance Corp., 399 Park Avenue, 37th Floor, New York, New York 10022.
(2)Directors serve for three-year terms until the next annual meeting of shareholders and until their successors are duly elected and qualified.
(3)The term “Fund Complex” refers to the Blue Owl BDCs. Directors and officers who oversee the funds in the Fund Complex are noted.
(4)“Interested person” of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”). Mr. Packer is an “interested person” because of his affiliation with the Adviser.
Independent Directors
Mr. Kaye is the Chief Executive Officer and founder of Kayezen, LLC, a physical therapy and fitness equipment design company. Prior to founding Kayezen, LLC, Mr. Kaye served as a Vice Chairman and Managing Director of UBS Investment Bank, and a member of the division’s Global Operating and U.S. Executive Committees, from June 2001 to May 2012. For the majority of Mr. Kaye’s tenure with UBS, he was a Managing Director and led the firm’s Exclusive Sales and Divestitures Group, where he focused on advising middle-market companies. Prior to joining UBS, Mr. Kaye had served as Global Co-Head of Mergers & Acquisitions for Robertson Stephens, an investment banking firm, from February 1998 to June 2001. Mr. Kaye joined Robertson Stephens from PaineWebber where he served as Executive Director and head of the firm’s Technology Mergers & Acquisitions team. Since March 2016 and November 2016 he has served on the boards of directors of OBDC and OBDC II, respectively, since August 2018 he has served on the board of directors of the Company, since September 2020 he has served on the board of directors of OCIC and since August 2021 he has served on the board of directors of OTIC. Mr. Kaye previously served on the board of directors of Blue Owl Capital Corporation III (“OBDE”) from February 2020 until January 2025 and on the board of directors of OTF II from November 2021 until March 2025. Mr. Kaye holds a B.A. from Union College and an M.B.A. from Columbia Business School.
We believe Mr. Kaye’s management positions and experiences in the middle market provide the Board with valuable insight.
Mr. Temple has served as President of DelTex Capital LLC (a private investment firm) since its founding in 2010. Prior to forming DelTex Capital, Mr. Temple served as President of Vulcan Capital, the investment arm of Vulcan Inc., from May 2009 until December 2009 and as Vice President of Vulcan Capital from September 2008 to May 2009. Prior to joining Vulcan in September 2008, Mr. Temple served as a managing director at Tailwind Capital, LLC from May to August 2008. Prior to joining Tailwind, Mr. Temple was a managing director at Friend Skoler & Co., Inc. from May 2005 to May 2008. From April 1996 to December 2004, Mr. Temple was a managing director at Thayer Capital Partners. Mr. Temple started his career in the audit and tax departments of KPMG’s Houston office and was a licensed CPA from 1989 to 1993. Mr. Temple served on the board of directors of Plains GP Holdings, L.P., the general partner of Plains All American Pipeline Company from November 2016 through May 2024 and served as a member of the Plains GP Holdings, L.P. compensation committee from November 2020 through May 2024. Mr. Temple also served as a director of Plains All American Pipeline, L.P.’s (“PAA”) general partner from May 2009 to November 2016. He was a member of the PAA Audit Committee from 2009 to 2016. Prior public board service includes board and audit committee service for Clear Channel Outdoor Holdings from April 2011 to May 2016 and on the board and audit committee of Charter Communications Inc. from November 2009 through January 2011. In addition to public boards, Mr. Temple has served on private boards including Brawler Industries, National HME, Loenbro, Inc and HMT, LLC and as Operating Executive/Senior Advisor for Tailwind Capital, LLC, a New York-based middle-market private equity firm. Since March 2016 and November 2016 he has served on the boards of directors of OBDC and OBDC II, respectively, since August 2018 he has served on the board of directors of the Company, since September 2020 he has served on the board of directors of OCIC and since August 2021 he has served on the board of directors of OTIC. Mr. Temple previously served on the board of directors of OBDE from February 2020 until January 2025 and on the board of directors of OTF II from November 2021 until March 2025. Mr. Temple holds a B.B.A., magna cum laude, from the University of Texas and an M.B.A. from Harvard.
We believe Mr. Temple’s broad investment management background, together with his financial and accounting knowledge, brings important and valuable skills to the Board.
Mr. D’Alelio was formerly a Managing Director and CIO for Fixed Income at Putnam Investments, Boston, where he served from 1989 until he retired in 2002. While at Putnam, he served on the Investment Policy Committee, which was responsible for oversight of all investments. He also sat on various Committees including attribution and portfolio performance. Prior to joining Putnam, he was a portfolio manager at Keystone Investments and prior to that, he was an Investment Analyst at The Hartford Ins. Co. Since 2002, Mr. D'Alelio has served as an Executive in Residence at the University of Mass., Boston—School of Management. He is also President of the UMass Foundation. He serves on the Advisory Committees of Ceres Farms. Since September 2009, Mr. D'Alelio has served as director of Vermont Farmstead Cheese. Mr. D'Alelio served on the board of Blackstone Senior Floating Rate 2027 Term Fund from April 2010 until February 2025, Blackstone Long Short Credit Income Fund from November 2010 until February 2025 and Blackstone Strategic Credit 2027 Term Fund from May 2021 until February 2025. Since March 2016 and November 2016 he has served on the boards of directors of OBDC and OBDC II, respectively, since August 2018 he has served on the board of directors of the Company, since September 2020 he has served on the board of directors of OCIC and since August 2021 he has served on the board of directors of OTIC. Mr. D’Alelio previously served on the board of directors of OBDE from February 2020 until January 2025 and on the board of directors of OTF II from November 2021 until March 2025.
Mr. D’Alelio’s previous corporate board assignments include Archibald Candy, Doane Pet Care, Trump Entertainment Resorts and UMass Memorial Hospital. Mr. D’Alelio is a graduate of the Univ. of Mass Boston and has an M.B.A. from Boston University.
We believe Mr. D’Alelio’s numerous management positions and broad experiences in the financial services sector provide him with skills and valuable insight in handling complex financial transactions and issues, all of which make him well qualified to serve on the Board.
Ms. Weiler was formerly a Managing Director and a member of the Management Committee of Crescent Capital Group, a Los Angeles-based asset management firm (“Crescent”), where she served from January 2011 until she retired in December 2020. During that time, Ms. Weiler was responsible for the oversight of Crescent’s CLO management business from July 2017 through December 2020, and managed several multi-strategy credit funds from January 2011 through June 2017. During her tenure at Crescent, she also served on the Risk Management and Diversity & Inclusion committees. From October 1995 to December 2010, Ms. Weiler was a Managing Director at Trust Company of the West, a Los Angeles-based asset management firm (“TCW”). At TCW, she managed several multi-strategy credit funds from July 2006 to December 2010, and served as lead portfolio manager for TCW’s high-yield bond strategy from October 1995 to June 2006. Ms. Weiler has served on the board of directors of Jefferies Financial Group Inc. since July 2021. She is a member of the Cedars-Sinai Board of Governors and is actively involved in 100 Women in Finance. Ms. Weiler joined the boards of directors of the Company, OBDC, OBDC II and OCIC in February 2021 and the board of directors of OTIC in August 2021. Ms. Weiler previously served on the board of directors of OBDE from February 2021 until January 2025 and on the board of directors of OTF II from November 2021 until March 2025. Ms. Weiler holds a B.S. in Economics from the Wharton School at the University of Pennsylvania.
We believe Ms. Weiler’s broad investment management background, together with her financial and accounting knowledge, brings important and valuable skills to the Board.
Mr. Woolridge was formerly a Managing Director of Barings Real Estate Advisers, LLC (“Barings”), the real estate investment unit of Barings LLC, a global asset management firm. Mr. Woolridge most recently served as Head of the U.S. Capital Markets for Equity Real Estate Funds at Barings. Mr. Woolridge previously served as Vice President and Managing Director and Head of Debt Capital Markets - Equities of Cornerstone Real Estate Advisers LLC (prior to its rebranding under the Barings name) (“Cornerstone”) from January 2013 to September 2016 and as Vice President Special Servicing from January 2010 to January 2013. Prior to joining Cornerstone, Mr. Woolridge served as a Managing Director of Babson Capital Management LLC (“Babson”) from January 2000 to January 2010. Prior to joining Babson, Mr. Woolridge served as Director of Loan Originations and Assistant Regional Director of MassMutual Financial Group from September 1982 to January 2000. Since 2009, Mr. Woolridge has served on the University of Massachusetts (UMass) Board of Trustees and has previously served as Chairman of the Board and as Chairman of the Board’s Committee on Administration and Finance. Mr. Woolridge has served as trustee for University of Massachusetts Global since 2021. Since 2022, Mr. Woolridge has served as a director of Trumbull Property Income Fund and Fallon Health. Mr. Woolridge has also served on the UMass Foundation’s investment committee since 2021. Mr. Woolridge serves as Board Committee Chair and President of Springfield Riverfront Development Corporation – Basketball Hall of Fame. Mr. Woolridge previously served on the Board of Trustees of Baystate Health from 2005 to 2016, which included service as Chairman of the Board and on the Board’s compensation, finance, governance and strategy committees. Mr. Woolridge joined the boards of directors of the Company, OBDC, OBDC II, OCIC and OTIC in November 2021. Mr. Woolridge previously served on the board of directors of OBDE from February 2021 until January 2025 and on the board of directors of OTF II from November 2021 until March 2025. Mr. Woolridge holds a B.S. from the University of Massachusetts at Amherst and is a Certified Commercial Investment Member.
We believe Mr. Woolridge’s numerous management positions and broad experiences in the asset management and financial
services sectors provide him with skills and valuable insight in handling complex financial transactions and issues, all of which makes
him well qualified to serve on the Board.
Interested Director
Mr. Packer is the Chief Executive Officer of each of the Blue Owl BDCs and is a member of the Diversified Lending Investment Committee and the Technology Lending Investment Committee of the Blue Owl Credit Advisers. Additionally, Mr. Packer is a Co-President and a director of Blue Owl. Mr. Packer is also the Head of the Credit platform and serves as a Co-Chief Investment Officer for each of the Blue Owl Credit Advisers. Previously, Mr. Packer co-founded Owl Rock Capital Partners (“Owl Rock”), the predecessor firm to Blue Owl’s Credit platform. In addition, since March 2016 and November 2016 Mr. Packer has served on the boards of directors of OBDC and OBDC II, respectively, since August 2018 he has served on the board of directors of the Company, since September 2020 he has served on the board of directors of OCIC and since August 2021 he has served on the board of directors of OTIC. Mr. Packer previously served on the board of directors of OBDE from February 2020 until January 2025 and on the board of directors of OTF II from November 2021 until March 2025. Mr. Packer also served as President of OBDE since its inception until January 2024 and as President of the Company, OBDC, OBDC II, OCIC, OTF II and OTIC since each of their inceptions until August 2024. Prior to co-founding Owl Rock, Mr. Packer was a Partner and Co-Head of Leveraged Finance in the Americas at Goldman, Sachs & Co. Mr. Packer joined Goldman, Sachs & Co. as a Managing Director and Head of High Yield Capital Markets in 2006 and was named partner in 2008.
Prior to joining Goldman Sachs & Co., Mr. Packer was the Global Head of High Yield Capital Markets at Credit Suisse First Boston, and before that he worked at Donaldson, Lufkin & Jenrette. Mr. Packer serves as Treasurer of the Board of Trustees of Greenwich Academy and Co-Chair of the Honorary Board of Kids in Crisis, a nonprofit organization that serves children in Connecticut. Mr. Packer is also on the Advisory Board for the Mount Sinai Department of Rehabilitation and Human Performance and serves as a Board Member of Wingspire Capital LLC. In addition, Mr. Packer is on the Foundation Board of Trustees for the McIntire School of Commerce, University of Virginia and is a member of the Board of Trustees of the University of Virginia Athletics Foundation. Mr. Packer earned an M.B.A. from Harvard Business School and a B.S. from the University of Virginia.
We believe Mr. Packer’s depth of experience in corporate finance, capital markets and financial services gives the Board valuable industry-specific knowledge and expertise on these and other matters, and his history with us and the Adviser provides an important skill set and knowledge base to the Board.
Meetings and Attendance
The Board met fifteen times during 2025 and acted on various occasions by written consent. All directors then in office attended at least 75% of the aggregate number of meetings of the Board held during the period for which they were a director and of the respective committees on which they served during 2025.
Board Attendance at the Annual Meeting
Our policy is to encourage our directors to attend each annual meeting; however, such attendance is not required at this time. Three members of the Board attended our 2025 annual meeting of shareholders.
Board Leadership Structure and Role in Risk Oversight
Overall responsibility for our oversight rests with the Board. We have entered into the Investment Advisory Agreement pursuant to which the Adviser will manage the Company on a day-to-day basis. The Board is responsible for overseeing the Adviser and our other service providers in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and our charter. The Board is composed of six members, five of whom are directors who are not “interested persons” of the Company or the Adviser as defined in the 1940 Act. The Board meets in person at regularly scheduled quarterly meetings each year. In addition, the Board may hold special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings. As described below, the Board has established a Nominating and Corporate Governance Committee, an Audit Committee, a Compensation Committee and a Co-Investment Committee, and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. The Board has appointed Edward D’Alelio, an independent director, to serve in the role of Chairman of the Board. The Chairman’s role is to preside at all meetings of the Board and to act as a liaison with the Adviser, counsel and other directors generally between meetings. The Chairman serves as a key point person for dealings between management and the directors. The Chairman also may perform such other functions as may be delegated by the Board from time to time. The Board reviews matters related to its leadership structure annually. The Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over the matters under its purview and it allocates areas of responsibility among committees of directors and the full Board in a manner that enhances effective oversight.
We are subject to a number of risks, including investment, compliance, operational and valuation risks, among others. Risk oversight forms part of the Board’s general oversight of the Company and is addressed as part of various Board and committee activities. Day-to-day risk management functions are subsumed within the responsibilities of the Adviser and other service providers (depending on the nature of the risk), which carry out our investment management and business affairs. The Adviser and other service providers employ a variety of processes, procedures and controls to identify various events or circumstances that give rise to risks, to lessen the probability of their occurrence and to mitigate the effects of such events or circumstances if they do occur. Each of the Adviser and other service providers has their own independent interest in risk management, and their policies and methods of risk management will depend on their functions and business models. The Board recognizes that it is not possible to identify all of the risks that may affect the Company or to develop processes and controls to eliminate or mitigate their occurrence or effects. As part of its regular oversight of the Company, the Board interacts with and reviews reports from, among others, the Adviser, our chief compliance officer, our independent registered public accounting firm and counsel, as appropriate, regarding risks faced by the Company and applicable risk controls. The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.
Communications with Directors
Shareholders and other interested parties may contact any member (or all members) of the Board by mail. To communicate with the Board, any individual directors or any group or committee of directors, correspondence should be addressed to the Board or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent to Blue Owl Technology Finance Corp., 399 Park Avenue, 37th Floor, New York, New York 10022, Attention: Secretary.
Committees of the Board
The Board has an Audit Committee, a Nominating and Corporate Governance Committee, a Compensation Committee and a Co-Investment Committee, and may form additional committees in the future. A brief description of each committee is included in this Form 10-K and the charters of the Audit, Nominating and Corporate Governance, and Compensation Committees can be accessed on the Company’s website at www.blueowltechnologyfinance.com.
As of December 31, 2025, the members of each of the Board’s committees were as follows (the names of the respective committee chairperson are bolded):
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| Audit Committee |
Nominating and Corporate Governance Committee |
Compensation Committee |
Co-Investment Committee |
| Edward D'Alelio |
Edward D'Alelio |
Edward D'Alelio |
Edward D'Alelio |
| Christopher M. Temple |
Christopher M. Temple |
Christopher M. Temple |
Christopher M. Temple |
| Eric Kaye |
Eric Kaye |
Eric Kaye |
Eric Kaye |
| Melissa Weiler |
Melissa Weiler |
Melissa Weiler |
Melissa Weiler |
| Victor Woolridge |
Victor Woolridge |
Victor Woolridge |
Victor Woolridge |
Audit Committee Governance, Responsibilities and Meetings
In accordance with its written charter adopted by the Board, the Audit Committee:
(a)assists the Board’s oversight of the integrity of our financial statements, the independent registered public accounting firm’s qualifications and independence, our compliance with legal and regulatory requirements and the performance of our independent registered public accounting firm;
(b)prepares an Audit Committee report, if required by the SEC, to be included in our annual proxy statement;
(c)oversees the scope of the annual audit of our financial statements, the quality and objectivity of our financial statements, accounting and financial reporting policies and internal controls;
(d)determines the selection, appointment, retention and termination of our independent registered public accounting firm, as well as approving the compensation thereof;
(e)pre-approves all audit and non-audit services provided to us and certain other persons by such independent registered public accounting firm; and
(f)acts as a liaison between our independent registered public accounting firm and the Board.
The Audit Committee had nine formal meetings in 2025.
Our Board has determined that Christopher M. Temple, an independent director, qualifies as an “audit committee financial expert” as defined in Item 407 of Regulation S-K under the Exchange Act, and otherwise satisfies the sophistication requirements of NYSE Rule 303A.07.
Each member of the Audit Committee simultaneously serves on the audit committees of three or more public companies, and the Board has determined that each member’s simultaneous service on the audit committees of other public companies does not impair such member’s ability to effectively serve on the Audit Committee.
Nominating and Corporate Governance Committee Governance, Responsibilities and Meetings
In accordance with its written charter adopted by the Board, the Nominating and Corporate Governance Committee:
(a)recommends to the Board persons to be nominated by the Board for election at the Company’s meetings of our shareholders, special or annual, if any, or to fill any vacancy on the Board that may arise between shareholder meetings;
(b)makes recommendations with regard to the tenure of the directors;
(c)is responsible for overseeing an annual evaluation of the Board and its committee structure to determine whether the structure is operating effectively; and
(d)recommends to the Board the compensation to be paid to the independent directors of the Board.
The Nominating and Corporate Governance Committee will consider for nomination to the Board candidates submitted by our shareholders or from other sources it deems appropriate.
The Nominating and Corporate Governance Committee had two formal meetings in 2025.
Director Nominations
Nomination for election as a director may be made by, or at the direction of, the Nominating and Corporate Governance Committee or by shareholders in compliance with the procedures set forth in our bylaws.
Shareholder proposals or director nominations to be presented at the annual meeting of shareholders, other than shareholder proposals submitted pursuant to the SEC’s Rule 14a-8, must be submitted in accordance with the advance notice procedures and other requirements set forth in our bylaws. These requirements are separate from the requirements discussed above to have the shareholder nomination or other proposal included in our proxy statement and form of proxy/voting instruction card pursuant to the SEC’s rules.
Our bylaws require that the proposal or recommendation for nomination must be delivered to, or mailed and received at, the principal executive offices of the Company not earlier than the 150th day prior to the one year anniversary of the date the Company’s proxy statement for the preceding year’s annual meeting, or later than the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. If the date of the annual meeting has changed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, shareholder proposals or director nominations must be so received not earlier than the 150th day prior to the date of such annual meeting and not later than the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.
In evaluating director nominees, the Nominating and Corporate Governance Committee considers, among others, the following factors:
•whether the individual possesses high standards of character and integrity, relevant experience, a willingness to ask hard questions and the ability to work well with others;
•whether the individual is free of conflicts of interest that would violate applicable law or regulation or interfere with the proper performance of the responsibilities of a director;
•whether the individual is willing and able to devote sufficient time to the affairs of the Company and be diligent in fulfilling the responsibilities of a director and Board Committee member;
•whether the individual has the capacity and desire to represent the balanced, best interests of the shareholder as a whole and not a special interest group or constituency; and
•whether the individual possesses the skills, experiences (such as current business experience or other such current involvement in public service, academia or scientific communities), particular areas of expertise, particular backgrounds, and other characteristics that will help ensure the effectiveness of the Board and Board committees.
The Nominating and Corporate Governance Committee’s goal is to assemble a board that brings to the Company a variety of perspectives and skills derived from high-quality business and professional experience.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Corporate Governance Committee may also consider other factors as they may deem are in the best interests of the Company and its shareholders. The Board also believes it appropriate for certain key members of our management to participate as members of the Board.
The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Nominating and Corporate Governance Committee decides not to re-nominate a member for re-election, the Nominating and Corporate Governance Committee identify the desired skills and experience of a new nominee in light of the criteria above. The members of the Board are polled for suggestions as to individuals meeting the aforementioned criteria. Research may also be performed to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third-party search firm, if necessary.
The Board has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the Nominating and Corporate Governance Committee considers and discusses diversity, among other factors, with a view toward the needs of the Board as a whole. The Board generally conceptualizes diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to the Board, when identifying and recommending director nominees. The Board believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Board’s goal of creating a Board that best serves the needs of the Company and the interests of its shareholders.
Compensation Committee Governance, Responsibilities and Meetings
In accordance with its written charter adopted by the Board, the Compensation Committee:
(a)determines, or recommends to the Board for determination, the compensation, if any, of our chief executive officer and all other executive officers;
(b)assists the Board with matters related to compensation generally, except with respect to the compensation of the directors; and
(c)may delegate its authority to subcommittees or the Chair of the Compensation Committee when it deems appropriate and in the best interests of the Company.
As none of our executive officers are currently compensated by us, the Compensation Committee will not produce and/or review a report on executive compensation practices. The Compensation Committee was formed in May 2025 and did not meet in 2025.
Co-Investment Committee Governance, Responsibilities and Meetings
The Co-Investment Committee is responsible for reviewing and making certain findings in respect of co-investment transactions pursuant to the exemptive relief that has been granted by the SEC to the Adviser and its affiliates to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. The Co-Investment Committee was formed on February 18, 2025 and had three formal meetings in 2025.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is a current or former officer of the Company. No member of the Compensation Committee (i) has had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K under the Exchange Act, or (ii) is an executive officer of another entity, at which one of our executive officers serves on the Board.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its shares, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report herein any failure to file such reports by those due dates. Based on the Company’s review of Forms 3, 4, and 5 filed by such persons and information provided by the Company’s directors and officers, the Company believes that during the fiscal year ended December 31, 2025, all Section 16(a) filing requirements applicable to such persons were timely filed except for one Form 4 filing for Erik Bissonnette that was filed late due to an administrative error.
Code of Business Conduct
We have adopted a Code of Business Conduct which applies to our executive officers, including our principal executive officer and principal financial officer, as well as every officer, director and employee of the Company. Our Code of Business Conduct can be accessed on our website at www.blueowltechnologyfinance.com.
There have been no material changes to our corporate code of ethics or material waivers of the code that apply to our Chief Executive Officer or Chief Financial Officer. If we make any substantive amendment to, or grant a waiver from, a provision of our Code of Business Conduct, we will promptly disclose the nature of the amendment or waiver on our website at www.blueowltechnologyfinance.com or file a Form 8-K with the Securities and Exchange Commission.
We have also adopted an insider trading policy which applies to our executive officers, including our principal executive officer and principal financial officer, as well as every officer, director and employee of the Company. This policy is filed as Exhibit 19.1 to this Annual Report.
Information about Executive Officers Who Are Not Directors
The following sets forth certain information regarding the executive officers of the Company who are not directors of the Company:
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| Name |
|
Age |
|
Position |
|
Officer Since |
Erik Bissonnette |
|
46 |
|
President |
|
2024 |
| Karen Hager |
|
53 |
|
Chief Compliance Officer |
|
2018 |
| Neena Reddy |
|
48 |
|
Vice President and Secretary |
|
2019 |
| Jonathan Lamm |
|
51 |
|
Chief Financial Officer and Chief Operating Officer |
|
2021 |
| Matthew Swatt |
|
37 |
|
Co-Chief Accounting Officer, Co-Treasurer, and Co-Controller |
|
2021 |
| Shari Withem |
|
43 |
|
Co-Chief Accounting Officer, Co-Treasurer, and Co-Controller |
|
2021 |
The address for each of our executive officers is c/o Blue Owl Technology Finance Corp., 399 Park Avenue, 37th Floor, New York, New York 10022.
Ms. Hager is the Global Chief Compliance Officer and a Senior Managing Director of Blue Owl, a member of Blue Owl’s Management Committee and Operating Committee and serves as the Chief Compliance Officer of each of the Blue Owl Credit Advisers and the Blue Owl BDCs. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in March 2018, Ms. Hager was Chief Compliance Officer at Abbott Capital Management. Previous to Abbott, Ms. Hager worked as SVP, Director of Global Compliance and Chief Compliance Officer at The Permal Group, and as Director of Compliance at Dominick & Dominick Advisors LLC. Prior to joining Dominick & Dominick Advisors LLC, Ms. Hager was a Senior Securities Compliance Examiner/Staff Accountant at the US Securities and Exchange Commission. Ms. Hager received a B.S. in Accounting from Brooklyn College of the City University of New York.
Mr. Bissonnette is a Senior Managing Director of Blue Owl, a member of the Direct Lending Investment Team, Co-Head of Technology Investing for Blue Owl, and a member of the Adviser’s Technology Lending Investment Committee. Mr. Bissonnette is also President of the Company and OTIC, and Portfolio Manager for certain funds in Blue Owl’s Technology Lending strategy, including the Company and OTIC. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in 2018, Mr. Bissonnette was a Managing Director and Head of Technology Leveraged Finance at Capital Source from 2009 to 2017. Preceding Capital Source, Mr. Bissonnette was an Associate at ABS Capital Partners from 2007 to 2009. Prior to that, Mr. Bissonnette was an Associate at Wachovia Securities for four years, and Analyst at Bank of America Securities from 2001 to 2003. Mr. Bissonnette received a B.A. in Economics with a double major in English from Wake Forest University.
Ms. Reddy is a Vice President and Secretary of each of the Blue Owl BDCs and Chief Legal Officer of each of the Blue Owl Credit Advisers. Ms. Reddy also serves as the General Counsel, Chief Legal Officer and Secretary of Blue Owl, and as a member of Blue Owl’s Operating Committee. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, Ms. Reddy was associate general counsel at Goldman, Sachs & Co LLC, from June 2010 to April 2019 and was dedicated to Goldman Sachs Asset Management L.P. (“GSAM”), where she was responsible for GSAM managed direct alternative products, including private credit. Prior to GSAM, Ms. Reddy practiced as a corporate attorney at Boies Schiller & Flexner LLP and at Debevoise & Plimpton LLP. Ms. Reddy joined the Board of Directors for Partnership for New York City, representing Blue Owl, in 2024. Prior to becoming an attorney, Ms. Reddy was a financial analyst in the private wealth division at Goldman, Sachs & Co. Ms. Reddy received a J.D. from New York University School of Law and a B.A. in English, magna cum laude, from Georgetown University.
Mr. Lamm is Chief Financial Officer and Chief Operating Officer of each of the Blue Owl BDCs. Mr. Lamm is also a Senior Managing Director of Blue Owl. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in April 2021, Mr. Lamm served as the Chief Financial Officer and Treasurer of Goldman Sachs BDC, Inc. (“GSBD”), a business development company traded on the New York Stock Exchange. Mr. Lamm was responsible for building and overseeing GSBD’s finance, treasury, accounting and operations functions from April 2013 through March 2021, including during its initial public offering in March 2015. During his time at Goldman Sachs, Mr. Lamm also served as Chief Financial Officer and Treasurer of Goldman Sachs Private Middle Market Credit LLC, Goldman Sachs Private Middle Market Credit II LLC and Goldman Sachs Middle Market Lending Corp. prior to the completion of its merger with GSBD in October 2020. Throughout his twenty-two years at Goldman Sachs, Mr. Lamm held various positions. From 2013 to 2021, Mr. Lamm served as Managing Director, Chief Operating Officer and Chief Financial Officer at GSAM Credit Alternatives. From 2007 to 2013, Mr. Lamm served as Vice President, Chief Operating Officer and Chief Financial Officer at GSAM Credit Alternatives. From 2005 to 2007, Mr. Lamm served as Vice President in the Financial Reporting group and, from 1999 to 2005, he served as a Product Controller. Prior to joining Goldman Sachs, Mr. Lamm worked in public accounting at Deloitte & Touche.
Mr. Swatt is the Co-Chief Accounting Officer, Co-Treasurer and Co-Controller of each of the Blue Owl BDCs. Mr. Swatt is also a Managing Director of Blue Owl. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in May 2016, Mr. Swatt was an Assistant Controller at Guggenheim Partners in their Private Credit group, where he was responsible for the finance, accounting, and financial reporting functions. Preceding that role, Mr. Swatt worked within the Financial Services -- Alternative Investments practice of PwC where he specialized in financial reporting, fair valuation of illiquid investments and structured products, internal controls and other technical accounting matters pertaining to alternative investment advisors, hedge funds, business development companies and private equity funds. Mr. Swatt received a B.S. in Accounting from the University of Maryland and is a licensed Certified Public Accountant in New York.
Ms. Withem is the Co-Chief Accounting Officer, Co-Treasurer and Co-Controller of each of the Blue Owl BDCs. Ms. Withem is also a Managing Director of Blue Owl. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in March 2018, Ms. Withem was Vice President of Sixth Street Specialty Lending, Inc., a business development company traded on the NYSE, where she was responsible for accounting, financial reporting, treasury and internal controls functions. Preceding that role, Ms. Withem worked for MCG Capital Corporation, a business development company formerly traded on the Nasdaq and Deloitte in the Audit and Assurance Practice. Ms. Withem received a B.S. in Accounting from James Madison University and is a licensed Certified Public Accountant in Virginia.
Portfolio Managers
The management of our investment portfolio is the responsibility of the Adviser and the Technology Lending Investment Committee. The Investment Team is led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer and is supported by certain members of the Adviser’s senior executive team and Blue Owl’s Credit platform’s direct lending investment committees. Blue Owl’s four direct lending investment committees focus on a specific investment strategy (Diversified Lending, Technology Lending, First Lien Lending and Opportunistic Lending). Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alexis Maged sit on each of Blue Owl’s direct lending investment committees. In addition to Messrs. Ostrover, Lipschultz, Packer and Maged, the Technology Lending Investment Committee is comprised of Erik Bissonnette, Pravin Vazirani, Jon ten Oever and Arthur Martini. We consider the individuals on the Technology Lending Investment Committee to be our portfolio managers. The Investment Team, under the Technology Lending Investment Committee’s supervision, sources investment opportunities, conducts research, performs due diligence on potential investments, structures our investments and monitors our portfolio companies on an ongoing basis. The Technology Lending Investment Committee meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by the Adviser on our behalf. In addition, the Technology Lending Investment Committee reviews and determines whether to make prospective investments (including approving parameters or guidelines pursuant to which certain investments may be made or sold consistent with our investment objective) and monitors the performance of the investment portfolio. Each investment opportunity requires the approval of a majority of the Technology Lending Investment Committee. Follow-on investments in existing portfolio companies may require the Technology Lending Investment Committee’s approval beyond that obtained when the initial investment in the portfolio company was made. In addition, temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less, may require approval by the Technology Lending Investment Committee. The compensation packages of the Technology Lending Investment Committee members from the Adviser include various combinations of discretionary bonuses and variable incentive compensation based primarily on performance for services provided and may include shares of Blue Owl.
None of the Adviser’s investment professionals receive any direct compensation from us in connection with the management of our portfolio. Certain members of the Technology Lending Investment Committee, through their financial interests in the Adviser, are entitled to a portion of the profits earned by the Adviser, which includes any fees payable to the Adviser under the terms of the Investment Advisory Agreement, less expenses incurred by the Adviser in performing its services under the Investment Advisory Agreement.
The members of the Technology Lending Investment Committee perform a similar role for OTIC and certain members of the Technology Lending Investment Committee also perform a similar role for OBDC, OBDC II and OCIC, from which the Adviser and its affiliates may receive incentive fees. See “ITEM 1. BUSINESS – Affiliated Transactions” for a description of the Blue Owl Credit Advisers’ allocation policy governing allocations of investments among us and other investment vehicles with similar or overlapping strategies, as well as a description of certain other relationships between us and the Adviser. See “ITEM 1A. RISK FACTORS – Risks Related to Our Adviser and Its Affiliates – Our Adviser and its affiliates may face conflicts of interest with respect to services performed for their respective other accounts and clients or issuers in which we may invest” for a discussion of potential conflicts of interests.
The members of the Technology Lending Investment Committee function as portfolio managers with the most significant responsibility for the day-to-day management of our portfolio. Information regarding the Technology Lending Investment Committee, is as follows:
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| Name |
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Year of Birth |
| Douglas I. Ostrover |
|
1962 |
| Marc S. Lipschultz |
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1969 |
| Craig W. Packer |
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1966 |
| Alexis Maged |
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1965 |
| Erik Bissonnette |
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1979 |
| Pravin Vazirani |
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1973 |
| Jon ten Oever |
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1972 |
Arthur Martini |
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1973 |
In addition to managing our investments, our portfolio managers also manage other registered investment companies and BDCs, other pooled investment vehicles and other accounts, as indicated below. The following table identifies, as of December 31, 2025: (i) the number of registered investment companies and BDCs (including us), other pooled investment vehicles and other accounts managed by each portfolio manager; (ii) the total assets of such companies, vehicles and accounts; and (iii) the number and total assets of such companies, vehicles and accounts that are subject to an advisory fee based on performance.
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Type of Account |
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Number of Accounts |
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Assets of Accounts (in millions) |
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Number of Accounts Subject to a Performance Fee |
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Assets Subject to a Performance Fee (in millions) |
| Douglas I. Ostrover |
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Registered investment companies/Business development companies |
|
5 |
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$77,056 |
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5 |
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$77,056 |
Other pooled investment vehicles |
|
40 |
|
$15,115 |
|
12 |
|
$9,823 |
Other accounts |
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— |
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$— |
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— |
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$— |
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| Type of Account |
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Number of Accounts |
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Assets of Accounts (in millions) |
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Number of Accounts Subject to a Performance Fee |
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Assets Subject to a Performance Fee (in millions) |
| Marc S. Lipschultz |
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| Registered investment companies/Business development companies |
|
5 |
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$77,056 |
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5 |
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$77,056 |
| Other pooled investment vehicles |
|
44 |
|
$25,889 |
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16 |
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$20,597 |
| Other accounts |
|
— |
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$— |
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— |
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$— |
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| Type of Account |
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Number of Accounts |
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Assets of Accounts (in millions) |
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Number of Accounts Subject to a Performance Fee |
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Assets Subject to a Performance Fee (in millions) |
| Craig W. Packer |
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| Registered investment companies/Business development companies |
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5 |
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$77,056 |
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5 |
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$77,056 |
| Other pooled investment vehicles |
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37 |
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$13,750 |
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11 |
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$9,261 |
| Other accounts |
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— |
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$— |
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— |
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$— |
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| Type of Account |
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Number of Accounts |
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Assets of Accounts (in millions) |
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Number of Accounts Subject to a Performance Fee |
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Assets Subject to a Performance Fee (in millions) |
| Alexis Maged |
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| Registered investment companies/Business development companies |
|
5 |
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$77,056 |
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5 |
|
$77,056 |
| Other pooled investment vehicles |
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37 |
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$13,750 |
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11 |
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$9,261 |
| Other accounts |
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— |
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$— |
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— |
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$— |
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| Type of Account |
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Number of Accounts |
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Assets of Accounts (in millions) |
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Number of Accounts Subject to a Performance Fee |
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Assets Subject to a Performance Fee (in millions) |
| Erik Bissonnette |
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| Registered investment companies/Business development companies |
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2 |
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$21,210 |
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2 |
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$21,210 |
| Other pooled investment vehicles |
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3 |
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$754 |
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1 |
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$65 |
| Other accounts |
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— |
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$— |
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— |
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$— |
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| Type of Account |
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Number of Accounts |
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Assets of Accounts (in millions) |
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Number of Accounts Subject to a Performance Fee |
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Assets Subject to a Performance Fee (in millions) |
| Pravin Vazirani |
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| Registered investment companies/Business development companies |
|
2 |
|
$21,210 |
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2 |
|
$21,210 |
| Other pooled investment vehicles |
|
3 |
|
$754 |
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1 |
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$65 |
| Other accounts |
|
— |
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$— |
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— |
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$— |
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| Type of Account |
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Number of Accounts |
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Assets of Accounts (in millions) |
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Number of Accounts Subject to a Performance Fee |
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Assets Subject to a Performance Fee (in millions) |
| Jon ten Oever |
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| Registered investment companies/Business development companies |
|
2 |
|
$21,210 |
|
2 |
|
$21,210 |
| Other pooled investment vehicles |
|
3 |
|
$754 |
|
1 |
|
$65 |
| Other accounts |
|
— |
|
$— |
|
— |
|
$— |
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| Type of Account |
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Number of Accounts |
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Assets of Accounts (in millions) |
|
Number of Accounts Subject to a Performance Fee |
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Assets Subject to a Performance Fee (in millions) |
| Arthur Martini |
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| Registered investment companies/Business development companies |
|
2 |
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$21,210 |
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2 |
|
$21,210 |
| Other pooled investment vehicles |
|
3 |
|
$754 |
|
1 |
|
$65 |
| Other accounts |
|
— |
|
$— |
|
— |
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$— |
The management and incentive fees payable by the Blue Owl Credit Clients are based on the gross or net assets and performance, respectively, of each Blue Owl Client.
Biographical information regarding the members of the Technology Lending Investment Committee, who are not directors or executive officers of the Company is as follows:
Mr. Ostrover is Co-Chief Executive Officer of Blue Owl and the chairman of Blue Owl’s board of directors. Mr. Ostrover is also the Co-Chief Executive Officer and serves as a Co-Chief Investment Officer of each of the Blue Owl Credit Advisers. Mr. Ostrover is also a member of the Diversified Lending Investment Committee and the Technology Lending Investment Committee of the Blue Owl Credit Advisers. Previously, Mr. Ostrover co-founded Owl Rock, the predecessor firm to Blue Owl’s Credit platform. Mr. Ostrover served on the boards of directors of OBDC and OBDC II from 2016 through 2021, on the board of directors of the Company from 2018 through 2021, and on the boards of directors of OBDE and OCIC from 2020 through 2021. Prior to co-founding Owl Rock, Mr. Ostrover was one of the founders of GSO Capital Partners (GSO), Blackstone’s alternative credit platform, and a Senior Managing Director at Blackstone until June 2015. Prior to co-founding GSO in 2005, Mr. Ostrover was a Managing Director and Chairman of the Leveraged Finance Group of Credit Suisse First Boston (CSFB). Prior to his role as Chairman, Mr. Ostrover was Global Co-Head of CSFB’s Leveraged Finance Group, during which time he was responsible for all of CSFB’s origination, distribution and trading activities relating to high yield securities, leveraged loans, high yield credit derivatives and distressed securities. Mr. Ostrover joined CSFB in November 2000 when CSFB acquired Donaldson, Lufkin & Jenrette (“DLJ”), where he was a Managing Director in charge of High Yield and Distressed Sales, Trading and Research. Mr. Ostrover had been a member of DLJ’s high yield team since he joined the firm in 1992. Mr. Ostrover is actively involved in non-profit organizations including serving on the Board of Directors of the Michael J. Fox Foundation, the Mount Sinai Health System, and the Leadership Council for Memorial Sloan Kettering. Mr. Ostrover also serves on the investment committee of the Brunswick School. Mr. Ostrover received an M.B.A. from New York University Stern School of Business and a B.A. in Economics from the University of Pennsylvania.
Mr. Lipschultz is Co-Chief Executive Officer of Blue Owl and a member of Blue Owl’s board of directors. Mr. Lipschultz also serves as Co-Chief Investment Officer for each of the Blue Owl Credit Advisers. Previously, Mr. Lipschultz co-founded Owl Rock, the predecessor firm to Blue Owl’s Credit platform. Prior to co-founding Owl Rock, Mr. Lipschultz spent more than two decades at KKR serving on the firm’s Management Committee and as the Global Head of Energy and Infrastructure. Mr. Lipschultz has a wide range of experience in alternative investments, including leadership roles in private equity, private credit and real assets.
Prior to joining KKR, Mr. Lipschultz was with Goldman, Sachs & Co., where he focused on mergers and acquisitions and principal investment activities. Mr. Lipschultz served on the board of the Hess Corporation until 2025 and is actively involved in a variety of nonprofit organizations, serving as a trustee or board member of the 92nd Street Y, American Enterprise Institute for Public Policy Research, Michael J. Fox Foundation, Mount Sinai Health System, Riverdale Country School and the Stanford University Board of Trustees. Mr. Lipschultz received an M.B.A. with high distinction, Baker Scholar, from Harvard Business School and an A.B. with honors and distinction, Phi Beta Kappa, from Stanford University.
Mr. Maged is Chief Credit Officer of Blue Owl, a member of the Diversified Lending Investment Committee and the Technology Lending Investment Committee of each of the Blue Owl Credit Advisers and Vice President of each of the Blue Owl BDCs. Mr. Maged is also a Senior Managing Director of Blue Owl. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in January 2016, Mr. Maged was Chief Financial Officer of Barkbox, Inc., a New York-based provider of pet-themed products and technology, from September 2014 to November 2015. Prior to that, Mr. Maged was a Managing Director with Goldman Sachs & Co. from 2007 until 2014. At Goldman Sachs & Co., Mr. Maged held several leadership positions, including Chief Operating Officer of the investment bank’s Global Credit Finance businesses, Co-Chair of the Credit Markets Capital Committee and a member of the Firmwide Capital Committee. Prior to assuming that role in 2011, Mr. Maged served as Chief Underwriting Officer for the Americas and oversaw the U.S. Bank Debt Portfolio Group and US Loan Negotiation Group. From mid-2007 to the end of 2008, Mr. Maged was Head of Bridge Finance Capital Markets in the Americas Financing Group’s Leveraged Finance Group, where he coordinated the firm’s High Yield Bridge Lending and Syndication business. Prior to joining Goldman, Sachs & Co, Mr. Maged was Head of the Bridge Finance Group at Credit Suisse and also worked in the Loan Capital Markets Group at Donaldson, Lufkin and Jenrette (“DLJ”). Upon DLJ’s merger with Credit Suisse in 2000, Mr. Maged joined Credit Suisse’s Syndicated Loan Group and, in 2003, founded its Bridge Finance Group. Earlier in his career, Mr. Maged was a member of the West Coast Sponsor Coverage Group at Citigroup and the Derivatives Group at Republic National Bank, as well as a founding member of the Loan Syndication Group at Swiss Bank Corporation. Mr. Maged received an M.B.A. from New York University Stern School of Business and a B.A. from Vassar College.
Mr. Vazirani is a Managing Director of Blue Owl and is a member of the Adviser’s Technology Lending Investment Committee. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in 2018, Mr. Vazirani was a partner with Menlo Ventures. While at Menlo Ventures Mr. Vazirani focused on investments in the SaaS, cloud and e-commerce sectors. Mr. Vazirani’s prior investments include Carbonite (IPO: CARB); Centrality Communications (acquired by SiR F Holdings); EdgeCast Networks (acquired by Verizon); Credant Technologies (acquired by Dell); Like.com (acquired by Google); and newScale (acquired by Cisco Systems). Mr. Vazirani started his career as an engineer working at the Jet Propulsion Laboratory. Later, Mr. Vazirani worked for Pacific Communication Sciences and ADC Telecommunications as a product manager. Mr. Vazirani received an M.B.A. from the Harvard University Graduate School of Business and B.S. and M.S. degrees in electrical engineering from MIT.
Mr. ten Oever is a Senior Managing Director of Blue Owl, serves as the Head of Technology Credit for each of the Blue Owl Credit Advisers and serves as a member of the Adviser’s Technology Lending Investment Committee. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in 2019, Mr. ten Oever was a Managing Director at Goldman Sachs & Co. from 2008 until 2019. At Goldman Sachs & Co., Mr. ten Oever held several positions in the Americas Financing Group’s Leveraged Finance Group, including leadership of the TMT and Healthcare verticals. Prior to working at Goldman Sachs, Mr. ten Oever was a Vice President at Credit Suisse Securities (USA) LLC, in the Media & Telecom Group from 2000 until 2008 and an attorney at Sullivan & Cromwell LLP from 1997 until 2000. Mr. ten Oever received a J.D. from Yale Law School and a B.A. from Huron College at the University of Western Ontario.
Mr. Martini is a Senior Managing Director at Blue Owl, a member of the Direct Lending Investment Team and serves as a member of the Adviser's Technology Lending Investment Committee. In his role, he focuses on originating, structuring, and overseeing execution and portfolio management. Prior to Blue Owl, Mr. Martini was a Managing Director and U.S. Head of Financial Sponsors in the Opportunistic Credit group at Apollo Global Management (“Apollo”). Prior to joining Apollo in 2013, Mr. Martini was a Director with Barclays Private Credit Partners (“BPCP”). Before joining BPCP in 2008, Mr. Martini was an Associate Director with Barclays Capital in the US Leveraged Finance Group. Prior to joining Barclays Capital in 2007, Mr. Martini was a Vice President at Cerberus Capital Management LP (Ableco Finance LLC). Before joining Cerberus in 2002, Mr. Martini spent three years in the Investment Banking Division at JP Morgan Chase & Co. covering the TMT sector. Prior to that, Mr. Martini spent two years as an Analyst in the Special Loan Group at Chase Manhattan Bank. Mr. Martini received his BS in Finance and International Business from New York University Stern School of Business.
Ownership of Securities
The table below shows the dollar range of shares of our common stock to be beneficially owned by the members of the Technology Lending Investment Committee as of February 11, 2026 stated as one of the following dollar ranges: None; $1-$10,000; $10,001- $50,000; $50,001-$100,000; $100,001-$500,000; $500,001-$1,000,000; or Over $1,000,000.
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| Name |
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Dollar Range of Equity Securities in Blue Owl
Technology Finance Corp.(1)(2)
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| Douglas I. Ostrover |
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Over $1,000,000(3) |
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| Marc S. Lipschultz |
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None |
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| Craig W. Packer |
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None |
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| Alexis Maged |
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None |
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Erik Bissonnette |
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Over $1,000,000 |
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| Pravin Vazirani |
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Over $1,000,000 |
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| Jon ten Oever |
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$500,001-$1,000,000 |
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Arthur Martini |
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$500,001 - $1,000,000 |
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____________________
(1)Beneficial ownership determined in accordance with Rule 16a-1(a)(2) promulgated under the 1934 Act.
(2)The dollar range of equity securities of the Company beneficially owned by members of the Technology Lending Investment Committee, if applicable, is calculated by multiplying the closing price per share of the Company’s common stock as of February 11, 2026 times the number of shares beneficially owned.
(3)Reflects the shares held by Owl Rock FIC Tech BDC LLC. Mr. Ostrover disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
Item 11. Executive Compensation.
We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees of the Adviser or its affiliates, pursuant to the terms of the Investment Advisory Agreement and the Administration Agreement, as applicable. Our day-to-day investment and administrative operations are managed by the Adviser. Most of the services necessary for the origination and administration of our investment portfolio will be provided by investment professionals employed by the Adviser or its affiliates.
None of our executive officers will receive direct compensation from us. We will reimburse the Adviser the allocable portion of the compensation paid by the Adviser (or its affiliates) to our chief compliance officer and chief financial officer and their respective staffs (based on the percentage of time such individuals devote, on an estimated basis, to our business and affairs). The members of the Technology Lending Investment Committee, through their financial interests in the Adviser, are entitled to a portion of the profits earned by the Adviser, which includes any fees payable to the Adviser under the terms of the Investment Advisory Agreement, less expenses incurred by the Adviser in performing its services under the Investment Advisory Agreement.
Director Compensation
No compensation is expected to be paid to our director who is an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act. Our directors who do not also serve in an executive officer capacity for us or the Adviser are entitled to receive annual cash retainer fees, fees for participating in in-person board and committee meetings and annual fees for serving as a committee chairperson, determined based on our net assets as of the end of each fiscal quarter. As of December 31, 2025, these directors were Edward D’Alelio, Christopher M. Temple, Eric Kaye, Melissa Weiler and Victor Woolridge. We pay each independent director the following amounts for serving as a director:
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Annual Committee Chair Cash Retainer |
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| Assets Under Management |
Annual Cash Retainer |
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Chair of the Board |
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Audit |
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Committee Chair |
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| $0 < $2.5 Billion |
$ |
150,000 |
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$ |
15,000 |
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$ |
10,000 |
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$ |
5,000 |
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| $2.5 Billion < $5 Billion |
$ |
200,000 |
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$ |
15,000 |
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$ |
10,000 |
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$ |
5,000 |
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| $5 Billion < $10 Billion |
$ |
250,000 |
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$ |
15,000 |
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$ |
10,000 |
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$ |
5,000 |
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$10 Billion < $15 Billion |
$ |
300,000 |
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$ |
15,000 |
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$ |
10,000 |
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$ |
5,000 |
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≥ $15 Billion |
$ |
350,000 |
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$ |
15,000 |
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$ |
10,000 |
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$ |
5,000 |
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We also reimburse each of the directors for all reasonable and authorized business expenses in accordance with our policies as in effect from time to time, including reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and each committee meeting not held concurrently with a board meeting.
The table below sets forth the compensation received by each director from the Company and the Fund Complex for service during the fiscal year ended December 31, 2025:
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Name |
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Fees Earned and Paid in Cash by the Company |
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Total Compensation from the Company |
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Total Compensation from the Fund Complex |
| Edward D'Alelio |
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$ |
290,000 |
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$ |
290,000 |
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$ |
1,442,806 |
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| Christopher M. Temple |
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$ |
285,000 |
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$ |
285,000 |
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$ |
1,416,500 |
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| Eric Kaye |
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$ |
280,000 |
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$ |
280,000 |
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$ |
1,390,194 |
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| Melissa Weiler |
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$ |
275,000 |
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$ |
275,000 |
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$ |
1,363,889 |
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| Victor Woolridge |
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$ |
275,000 |
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$ |
275,000 |
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$ |
1,363,889 |
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. The following table sets forth, as of February 11, 2026 the beneficial ownership according to information furnished to us by such persons or publicly available filings. Ownership information for those persons who beneficially own 5% or more of the outstanding shares of our common stock is based upon filings by such persons with the SEC and other information obtained from such persons of each current director, the nominees for director, the Company’s executive officers, the executive officers and directors as a group, and each person known to us to beneficially own 5% or more of the outstanding shares of our common stock.
The percentage ownership is based on 465,329,991 shares of our common stock outstanding as of February 11, 2026. To our knowledge, except as indicated in the footnotes to the table, each of the shareholders listed below has sole voting and/or investment power with respect to shares of our common stock beneficially owned by such shareholder.
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| Name and Address |
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Number of Shares Owned |
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Percentage of Class Outstanding |
| 5% Owners |
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The Regents Of The University Of California(3) |
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43,624,472 |
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9.4 |
% |
Mubadala Investment Company PJSC(2) |
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29,130,491 |
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6.2 |
% |
| Interested Directors |
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Craig W. Packer |
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— |
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— |
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| Independent Directors |
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| Edward D'Alelio |
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46,876 |
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* |
| Eric Kaye |
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— |
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— |
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| Christopher M. Temple |
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— |
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— |
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| Melissa Weiler |
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— |
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— |
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Victor Woolridge(4) |
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10,853 |
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* |
| Executive Officers |
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| Karen Hager |
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— |
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— |
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Erik Bissonnette(5) |
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166,525 |
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* |
| Neena Reddy |
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— |
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— |
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| Jonathan Lamm |
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5,444 |
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* |
| Shari Withem |
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— |
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— |
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| Matthew Swatt |
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— |
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— |
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All officers and directors as a group (12 persons)(5) |
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229,698 |
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* |
*Less than 1%
(1)The address of The Regents Of The University of California is 1111 Broadway, 21st Floor, Oakland, CA 94607.
(2)As of December 31, 2025, each of Mubadala Investment Company PJSC and Mamoura Diversified Global Holding PJSC may have been deemed to have beneficially owned 29,130,491 shares of Common Stock, par value $0.01 per share ("Common Stock"), of Blue Owl Technology Finance Corp. (the "Issuer"). Of such shares of Common Stock, 18,449,359 shares of Common Stock were directly held and beneficially owned by MIC Capital Management 93 RSC Ltd ("93 RSC") and 10,681,132 shares of Common Stock were directly held and beneficially owned by Fifteenth Investment Company LLC. 93 RSC is a wholly owned subsidiary of MIC Capital Management 85 RSC Ltd ("85 RSC"). 85 RSC and 15th Investment Company LLC are each wholly owned subsidiaries of Mamoura Diversified Global Holding PJSC, which is a wholly owned subsidiary of Mubadala Investment Company PJSC. Due to their relationship with 93 RSC, each of 85 RSC, Mamoura Diversified Global Holding PJSC and Mubadala Investment Company PJSC may have been deemed to have indirectly beneficially owned the shares of Common Stock of the Issuer that were held directly by 93 RSC. Due to their relationship with Fifteenth Investment Company LLC, each of Mamoura Diversified Global Holding PJSC and Mubadala Investment Company PJSC may have been deemed to have indirectly beneficially owned the shares of Common Stock of the Issuer that were held directly by 15th Investment Company LLC. The address of Mamoura Diversified Global Holding PJSC and Mubadala Investment Company PJSC is Al Mamoura A, Al Muroor Street, Abu Dhabi, United Arab Emirates.
(3)Shares are held by Victor Woolridge 2022 Trust. Mr. Woolridge disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(4)Shares held jointly by Mr. Bissonnette and his spouse.
(5)The address for each of the directors and officers is c/o Blue Owl Technology Finance Corp., 399 Park Avenue, 37th Floor, New York, New York 10022.
Dollar Range of Equity Securities Beneficially Owned by Directors
The table below shows the dollar range of equity securities of the Company and the aggregate dollar range of equity securities of the Fund Complex that were beneficially owned by each director as of February 11, 2026, stated as one of the following dollar ranges: None; $1-$10,000; $10,001- $50,000; $50,001-$100,000; or Over $100,000. For purposes of this Form 10-K, the term “Fund Complex” is defined to include the Company, OBDC, OBDC II, OCIC and OTIC.
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| Name of Director |
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Dollar Range of Equity Securities in Blue Owl Technology Finance Corp.(1)(2) |
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Aggregate Dollar Range of Equity Securities in the Fund Complex(1)(3) |
| Interested Directors |
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| Craig W. Packer |
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None |
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Over $100,000 |
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| Independent Directors |
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| Edward D'Alelio |
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Over $100,000 |
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Over $100,000 |
| Eric Kaye |
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None |
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Over $100,000 |
| Christopher M. Temple |
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None |
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Over $100,000 |
| Melissa Weiler |
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None |
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Over $100,000 |
| Victor Woolridge |
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Over $100,000 |
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Over $100,000 |
(1)Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the 1934 Act.
(2)The dollar range of equity securities of the Company beneficially owned by directors of the Company, if applicable, is calculated by multiplying the closing price per share of the Company’s common stock on February 11, 2026, multiplied by the number of shares of the Company’s common stock beneficially owned.
(3)The dollar range of equity securities in the Fund Complex beneficially owned by directors of the Company, if applicable, is the sum of (1) the closing price per share of OBDC’s common stock on February 11, 2026, multiplied by the number of shares of OBDC’s common stock beneficially owned by the director, (2) the current net asset value per share of OBDC II’s common stock multiplied by the number of shares of OBDC II’s common stock beneficially owned by the director, (3) the closing price per share of the Company’s common stock on February 11, 2026, multiplied by the number of shares of the Company’s common stock beneficially owned by the director, (4) the current net offering price per share of OCIC’s common stock multiplied by the number of shares of OCIC’s common stock beneficially owned by the director, and (5) the current net offering price per share of OTIC’s common stock multiplied by the number of shares of OTIC’s common stock beneficially owned by the director.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Certain Relationships and Related Transactions
We have entered into both the Investment Advisory Agreement and the Administration Agreement with the Adviser. Pursuant to the Investment Advisory Agreement, we will pay the Adviser a base management fee and an incentive fee. See “ITEM 1. BUSINESS —Investment Advisory Agreement” for a description of how the fees payable to the Adviser will be determined. Pursuant to the Administration Agreement, we will reimburse the Adviser for expenses necessary to perform services related to our administration and operations. In addition, the Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees.
Our executive officers, certain of our directors and certain other finance professionals of Blue Owl also serve as executives of the Blue Owl Credit Advisers and officers and directors of the Company and certain professionals of Blue Owl and the Adviser are officers of Blue Owl Securities LLC. In addition, our executive officers and directors and the members of the Adviser and members of its Technology Lending Investment Committee serve or may serve as officers, directors or principals of entities that operate in the same, or a related, line of business as we do (including the Blue Owl Credit Advisers) including serving on their respective investment committees and/or on the investment committees of investments funds, accounts or other investment vehicles managed by our affiliates which may have investment objectives similar to our investment objective. At times we may compete with the Blue Owl Credit Clients and other Blue Owl clients, for capital and investment opportunities. As a result, we may not be given the opportunity to participate in certain investments made by the Blue Owl Credit Clients and other Blue Owl clients. This can create a potential conflict when allocating investment opportunities among us and such other Blue Owl Credit Clients. An investment opportunity that is suitable for multiple clients of the Blue Owl Credit Advisers or other affiliated advisers may not be capable of being shared among some or all of such clients and affiliates due to the limited scale of the opportunity or other factors, including regulatory restrictions imposed by the 1940 Act. However, for the Adviser and its affiliates to fulfill their fiduciary duties to each of their clients, the Blue Owl Credit Advisers have put in place an investment allocation policy that seeks to ensure the fair and equitable allocation of investment opportunities over time and addresses the co-investment restrictions set forth under the 1940 Act. In addition, from time to time, Blue Owl Securities LLC may purchase securities in certain of our offerings.
Allocation of Investment Opportunities
The Blue Owl Credit Advisers intend to allocate investment opportunities in a manner that is fair and equitable over time and is consistent with its allocation policy, so that no client of the Adviser or its affiliates is disadvantaged in relation to any other client of the Adviser or its affiliates, taking into account such factors as the relative amounts of capital available for new investments, cash on hand, existing commitments and reserves, the investment programs and portfolio positions of the participating investment accounts, the clients for which participation is appropriate, targeted leverage level, targeted asset mix and any other factors deemed appropriate. The Blue Owl Credit Advisers intend to allocate common expenses among us and other clients of the Adviser and its affiliates in a manner that is fair and equitable over time or in such other manner as may be required by applicable law or the Investment Advisory Agreement.
Fees and expenses generated in connection with potential portfolio investments that are not consummated will be allocated in a manner that is fair and equitable over time and in accordance with policies adopted by the Blue Owl Credit Advisers and the Investment Advisory Agreement.
The Blue Owl Credit Advisers have put in place an investment allocation policy that seeks to ensure the equitable allocation of investment opportunities and addresses the co-investment restrictions set forth under the 1940 Act. When we engage in co-investments as permitted by the exemptive relief described below, we will do so in a manner consistent with the Blue Owl Credit Advisers’ allocation policy. In situations where co-investment with other entities managed by the Adviser or its affiliates is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer, a committee comprised of certain executive officers of the Blue Owl Credit Advisers (including executive officers of the Adviser) along with other officers and employees, will need to decide whether we or such other entity or entities will proceed with the investment. The allocation committee will make these determinations based on the Blue Owl Credit Advisers’ allocation policy, which generally requires that such opportunities be offered to eligible accounts in a manner that will be fair and equitable over time.
The Blue Owl Credit Advisers’ allocation policy is designed to manage the potential conflicts of interest between the Adviser’s fiduciary obligations to us and its or its affiliates’ similar fiduciary obligations to other Blue Owl clients; however, there can be no assurance that the Blue Owl Credit Advisers’ efforts to allocate any particular investment opportunity fairly among all clients for whom such opportunity is appropriate will result in an allocation of all or part of such opportunity to us. Not all conflicts of interest can be expected to be resolved in our favor.
The allocation of investment opportunities among us and any of the other investment funds sponsored or accounts managed by the Adviser or its affiliates may not always, and often will not, be proportional. In general, pursuant to the Blue Owl Credit Advisers’ allocation policy, the process for making an allocation determination includes an assessment as to whether a particular investment opportunity (including any follow-on investment in, or disposition from, an existing portfolio company held by the Company or another investment fund or account) is suitable for us or another investment fund or account including the Blue Owl Credit Clients. In making this assessment, the Blue Owl Credit Advisers may consider a variety of factors, including, without limitation: the investment objectives, guidelines and strategies applicable to the investment fund or account; the nature of the investment, including its risk-return profile and expected holding period; portfolio diversification and concentration concerns; the liquidity needs of the investment fund or account; the ability of the investment fund or account to accommodate structural, timing and other aspects of the investment process; the life cycle of the investment fund or account; legal, tax and regulatory requirements and restrictions, including, as applicable, compliance with the 1940 Act (including requirements and restrictions pertaining to co-investment opportunities discussed below); compliance with existing agreements of the investment fund or account; the available capital of the investment fund or account; diversification requirements for BDCs or RICs; the gross asset value and net asset value of the investment fund or account; the current and targeted leverage levels for the investment fund or account; and portfolio construction considerations. The relevance of each of these criteria will vary from investment opportunity to investment opportunity. In circumstances where the investment objectives of multiple investment funds or accounts regularly overlap, while the specific facts and circumstances of each allocation decision will be determinative, the Blue Owl Credit Advisers may afford prior decisions precedential value.
Pursuant to the Blue Owl Credit Advisers’ allocation policy, if through the foregoing analysis, it is determined that an investment opportunity is appropriate for multiple investment funds or accounts, the Blue Owl Credit Advisers generally will determine the appropriate size of the opportunity for each such investment fund or account. If an investment opportunity falls within the mandate of two or more investment funds or accounts, and there are no restrictions on such funds or accounts investing with each other, then each investment fund or account will receive the amount of the investment that it is seeking, as determined based on the criteria set forth above.
Certain allocations may be more advantageous to us relative to one or all of the other investment funds, or vice versa. While the Blue Owl Credit Advisers will seek to allocate investment opportunities in a way that it believes in good faith is fair and equitable over time, there can be no assurance that our actual allocation of an investment opportunity, if any, or terms on which the allocation is made, will be as favorable as they would be if the conflicts of interest to which the Adviser may be subject did not exist. In addition, the Adviser and its affiliates are permitted to allocate an investment to a number of products across platforms that it views as appropriate for the particular investment objectives, strategies and characteristics of such products.
Exemptive Relief
We rely on an order for exemptive relief (the “Order”) to co-invest with other funds managed by the Adviser or certain affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, we generally are permitted to co-invest with certain of our affiliates if such co-investments are done on the same terms and at the same time, as further detailed in the Order. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of our Board make certain findings (1) in most instances when we co-invest with our affiliates in an issuer where our affiliate has an existing investment in the issuer, and (2) if we dispose of an asset acquired in a transaction under the Order unless the disposition is done on a pro rata basis. Pursuant to the Order, the Board will oversee our participation in the co-investment program. As required by the Order, we have adopted, and the Board has approved, policies and procedures reasonably designed to ensure compliance with the terms of the Order, and the Adviser and our Chief Compliance Officer will provide reporting to the Board.
Review, Approval or Ratification of Transactions with Related Persons
The Audit Committee is required to review and approve any transactions with related persons (as such term is defined in Item 404 of Regulation S-K).
License Agreement
We have entered into a license agreement (the “License Agreement”), pursuant to which an affiliate of Blue Owl has granted us a non-exclusive license to use the name “Blue Owl.” Under the License Agreement, we have a right to use the Blue Owl name for so long as the Adviser or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we have no legal right to the “Blue Owl” name or logo.
Material Non-Public Information
Our senior management, members of the Adviser’s Technology Lending Investment Committee and other investment professionals from the Adviser may serve as directors of, or in a similar capacity with, companies in which we invest or in which we are considering making an investment. Through these and other relationships with a company, these individuals may obtain material non-public information that might restrict our ability to buy or sell the securities of such company under the policies of the company or applicable law.
Director Independence
Pursuant to our certificate of incorporation, a majority of the Board will at all times consist of directors who are not “interested persons” of us, of the Adviser, or of any of our or its respective affiliates, as defined in the 1940 Act. Under Section 303A.00 of the
NYSE Listed Company Manual, a director of a business development company (“BDC”) is considered to be independent if he or she
is not an “interested person” of ours, as defined in Section 2(a)(19) of the 1940 Act. We refer to these directors as our “Independent Directors.”
Consistent with these considerations, after review of all relevant transactions and relationships between each director, or any of his or her family members, and the Company, the Adviser, or of any of their respective affiliates, the Board has determined that each of Messrs. Woolridge, Kaye, Temple, and D’Alelio and Ms. Weiler is independent, has no material relationship with the Company, and is not an “interested person” (as defined in Section 2 (a)(19) of the 1940 Act) of the Company. Mr. Packer is considered an “interested person” (as defined in the 1940 Act) of the Company since he is employed by the Adviser.
Item 14. Principal Accountant Fees and Services.
KPMG LLP, New York, New York, has been appointed by the Board to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026. KPMG LLP acted as the Company’s independent registered accounting firm for the fiscal years ended December 31, 2025, 2024, and 2023. The Company knows of no direct financial or material indirect financial interest of KPMG LLP in the Company.
Fees
Set forth in the table below are audit fees, audit-related fees, tax fees and all other fees billed to the Company by KPMG LLP for professional services performed for the fiscal years ended December 31, 2025 and 2024:
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For the Year Ended December 31, |
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2025 |
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2024 |
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Audit Fees(1) |
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$ |
1,612,000 |
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$ |
1,154,850 |
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Audit-Related Fees(2) |
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— |
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— |
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Tax Fees(3) |
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146,310 |
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168,352 |
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All Other Fees(4) |
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— |
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— |
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| Total Fees |
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$ |
1,758,310 |
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$ |
1,323,202 |
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(1)“Audit Fees” are fees billed for professional services rendered for the audit of the Company’s annual financial statements and review of interim financial statements or services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements, including comfort letters and consents.
(2)“Audit-Related Fees” are fees billed for assurance and related services by KPMG LLP that are reasonably related to the performance of the audit or review of the Company’s financial statements that are not reported under ”Audit Fees.”
(3)“Tax Fees” are fees billed for services rendered by KPMG LLP for tax compliance, tax advice, and tax planning. These services include assistance regarding federal, state and international tax compliance, customs and duties and international tax planning.
(4)“All Other Fees” are fees billed for services other then those stated above.
Pre-Approval Policies and Procedures
The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by KPMG LLP, the Company’s independent registered public accounting firm. The policy requires that the Audit Committee pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision of such service does not impair the auditor’s independence.
Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following documents are filed as part of this annual report:
(1)Financial Statements – Financial statements are included in Item 8. See the Index to the Consolidated Financial Statements on page F-1 of this Annual Report.
(2)Financial Statement Schedules – None. We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the consolidated statements or notes to the consolidated financial statements included in this Annual Report.
(3)Exhibits – The following is a list of all exhibits filed as a part of this Annual Report, including those incorporated by reference
Please note that the agreements included as exhibits to this Form 10-K are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time.
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
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Exhibit
Number
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Description of Exhibits |
2.1 |
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Agreement and Plan of Merger, by and among Blue Owl Technology Finance Corp., Blue Owl Technology Finance Corp. II, Oriole Merger Sub Inc., and, solely for the limited purposes set forth therein, Blue Owl Technology Credit Advisors LLC and Blue Owl Technology Credit Advisors LLC, dated as of November 12, 2024 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on November 13, 2024).
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3.1 |
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| 3.2 |
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| 4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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4.7 |
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4.8 |
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4.9 |
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4.10* |
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| 10.1 |
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| 10.2 |
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| 10.3 |
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| 10.4 |
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| 10.5 |
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| 10.6 |
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| 10.7 |
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Credit Agreement, dated as of November 16, 2021, among ORTF Funding I LLC, as Borrower, the Lenders referred to therein, Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust Company, as Collateral Administrator and Collateral Agent, and Alter Domus (US) LLC, as Collateral Custodian (incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on November 17, 2021). |
| 10.8 |
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| 10.9 |
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| 10.10 |
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| 10.11 |
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Amended and Restated Credit Agreement, dated as of December 22, 2022, by and among OR Tech Financing I LLC, as Borrower, Alter Domus (US) LLC, as Administrative Agent and Document Custodian, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 23, 2022). |
| 10.12 |
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| 10.13 |
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Amendment No. 1 to the Credit Agreement, dated as of June 23, 2023, among ORTF Funding I LLC, as Borrower, the Lenders referred to therein, Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust Company, as Collateral Administrator and Collateral Agent, and Alter Domus (US) LLC, as Collateral Custodian (incorporated by reference Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on June 27, 2023). |
| 10.14 |
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| 10.15 |
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| 10.16 |
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| 10.17 |
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| 10.18 |
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| 10.19 |
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| 10.20 |
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| 10.21 |
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Second Amendment to Amended and Restated Credit Agreement, dated as of October 30, 2024, among OR Tech Financing I LLC, as Borrower, and the Lenders party thereto, and acknowledged by Alter Domus (US) LLC, as Administrative Agent and Original Document Custodian and State Street Bank and Trust Company, as Successor Document Custodian. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2024). |
| 10.22 |
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Amendment No. 2 to the Credit Agreement, dated as of October 30, 2024, among ORTF Funding I LLC, as Borrower, the Lenders referred to therein, Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust Company, as Collateral Administrator and Collateral Agent, and Alter Domus (US) LLC, as Collateral Custodian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 1, 2024). |
| 10.23 |
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| 10.24 |
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Assumption Agreement, dated March 24, 2025, by Blue Owl Technology Finance Corp. (as successor by merger to Blue Owl Technology Finance Corp. II), of Note Purchase Agreement, dated as of September 27, 2023, among Blue Owl Technology Finance Corp. II, as issuer, and the Noteholders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed March 24, 2025).
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| 10.25 |
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10.26 |
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Credit Agreement, dated July 15, 2022, among Athena Funding I LLC, as Borrower, the Lenders referred to therein, Société Générale, as Administrative Agent, and State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Alter Domus (US) LLC, as Document Custodian (incorporated by reference to Exhibit 10.1 to Blue Owl Technology Finance Corp. II’s Current Report on Form 8-K, filed on July 20, 2022).
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10.27 |
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10.28 |
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First Amendment to Credit Agreement, dated as of January 20, 2023, among Athena Funding I LLC, as Borrower, Société Générale, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian, Alter Domus (US) LLC, as Document Custodian, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to Blue Owl Technology Finance Corp. II’s Current Report on Form 8-K, filed on January 25, 2023).
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10.29 |
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Second Amendment to Credit Agreement, dated as of February 22, 2023, among Athena Funding I LLC, as Borrower, Société Générale, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian, Alter Domus (US) LLC, as Document Custodian, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to Blue Owl Technology Finance Corp. II’s Current Report on Form 8-K, filed on February 27, 2023).
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10.30 |
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10.31 |
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10.32 |
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10.33 |
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10.34 |
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Class A-L Credit Agreement, dated as of December 13, 2023, among Athena CLO II, LLC, as Borrower, State Street Bank and Trust Company, as Loan Agent and as Trustee, and each of the Lenders party thereto (incorporated by reference to Exhibit 10.4 to Blue Owl Technology Finance Corp. II’s Current Report on Form 8-K, filed on December 15, 2023). |
10.35 |
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10.36 |
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10.37 |
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10.38 |
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10.39 |
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10.40 |
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10.41 |
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10.42 |
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10.43* |
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Amended and Restated Credit Agreement, dated as of October 30, 2025, among Athena Funding II LLC as Borrower, the Lenders referred to therein, MUFG Bank, LTD., as Administrative Agent, and State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian.
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10.44 |
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10.45 |
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Sixth Amendment to Credit Agreement, dated as of December 11, 2025, among Athena Funding I LLC, as Borrower, Société Générale, as Administrative Agent, the Lenders party thereto, and State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 16, 2025). |
10.46 |
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10.47 |
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10.48 |
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10.49 |
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Amendment No. 3 to the Credit Agreement, dated as of December 17, 2025, among ORTF Funding I LLC, as Borrower, the Lenders referred to therein, Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and State Street Bank and Trust Company, as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 22, 2025). |
19.1* |
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| 21.1* |
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23.1* |
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| 24 |
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| 31.1* |
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| 31.2* |
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| 32.1** |
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| 32.2** |
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97* |
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| 99.1* |
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99.2* |
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99.3* |
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| 101.INS |
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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document |
| 101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
____________________
*Filed herein
**Furnished herein.
Item 16. Form 10-K Summary
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.
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Blue Owl Technology Finance Corp. |
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Date: February 18, 2026 |
By: |
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/s/ Jonathan Lamm |
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Jonathan Lamm |
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Chief Operating Officer and Chief Financial Officer |
Each person whose signature appears below constitutes and appoints Craig W. Packer and Jonathan Lamm, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities, to sign one or more Annual Reports on Form 10-K for the fiscal year ended December 31, 2025, and any and all amendments thereto, and to file same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities indicated on February 18, 2026.
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| Name |
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Title |
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| /s/ Craig W. Packer |
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Chief Executive Officer and Director |
| Craig W. Packer |
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| /s/ Edward D’Alelio |
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Director and Chairman of the Board of Directors |
| Edward D’Alelio |
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| /s/ Christopher M. Temple |
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Director and Chairman of the Audit Committee |
| Christopher M. Temple |
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| /s/ Eric Kaye |
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Director and Chairman of the Nominating and Corporate Governance |
| Eric Kaye |
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Committee |
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| /s/ Melissa Weiler |
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Director |
| Melissa Weiler |
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| /s/ Victor Woolridge |
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Director |
| Victor Woolridge |
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| /s/ Jonathan Lamm |
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Chief Operating Officer, Chief Financial Officer |
Jonathan Lamm |
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| /s/ Matthew Swatt |
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Co-Chief Accounting Officer, Co-Controller, and Co-Treasurer |
| Matthew Swatt |
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| /s/ Shari Withem |
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Co-Chief Accounting Officer, Co-Controller, and Co-Treasurer |
| Shari Withem |
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EX-4.10
2
tech-exhibit4104q25.htm
EX-4.10
Document
DESCRIPTION OF OUR SECURITIES
A. Common stock, par value $0.01 per share.
As of December 31, 2025, the authorized stock of Blue Owl Technology Finance Corp. (“OTF,” the “Company,” “we,” “our,” or
“us”) consisted solely of 1 billion shares of common stock, par value $0.01 per share, and no shares of preferred stock, par value $0.01 per share. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “OTF.”
As permitted by the Maryland General Corporation Law (“MGCL”), our charter, as amended, provides that a majority of the entire Board of Directors of the Company (the “Board”), without any action by our shareholders, may amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue. The charter also provides that the Board may classify or reclassify any unissued shares of common stock into one or more classes or series of common stock or preferred stock by setting or changing the preferences, conversion or other rights, voting powers, restrictions, or limitations as to dividends, qualifications, or terms or conditions of redemption of the shares. There are no outstanding options or warrants to purchase our stock. No stock has been authorized for issuance under any equity compensation plans. Under Maryland law, our shareholders generally are not personally liable for our debts, except as they may be liable by reason of their own conduct or acts. Unless the Board determines otherwise, we will issue all shares of our stock in uncertificated form.
None of our shares of common stock are subject to further calls or to assessments, sinking fund provisions, obligations of the Company or potential liabilities associated with ownership of the security (not including investment risks).
Under the terms of the charter, all shares of common stock have equal rights as to dividends, distributions and voting and, when they are issued, will be duly authorized, validly issued, fully paid and non-assessable. Dividends and distributions may be paid to shareholders if, as and when authorized by the Board and declared by us out of funds legally available therefor. Shares of common stock have no preemptive, exchange, conversion or redemption rights and shareholders generally have no appraisal rights. Shares of common stock are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay or otherwise provide for all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Subject to the rights of holders of any other class or series of stock, each share of common stock is entitled to one vote on all matters submitted to a vote of shareholders, including the election of directors, and the shareholders will possess the exclusive voting power. There will be no cumulative voting in the election of directors. Cumulative voting entitles a shareholder to as many votes as equals the number of votes which such holder would be entitled to cast for the election of directors multiplied by the number of directors to be elected and allows a shareholder to cast a portion or all of the shareholder’s votes for one or more candidates for seats on the Board. Without cumulative voting, a minority shareholder may not be able to elect as many directors as the shareholder would be able to elect if cumulative voting were permitted. Subject to the special rights of the holders of any class or series of preferred stock to elect directors, each director will be elected by a majority of the votes cast with respect to such director’s election, except in the case of a “contested election” (as defined in the bylaws), in which directors will be elected by a plurality of the votes cast in the contested election of directors.
Following June 12, 2025, the date of our listing on NYSE (the “Listing Date”), without the prior written consent of the Board:
• through 180 days following the Listing Date, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber any shares of common stock held by such shareholder prior to the Listing Date;
•through 270 days following the Listing Date, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber any shares of common stock held by such shareholder prior to the Listing Date; and
•through 365 days following the Listing Date, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber any shares of common stock held by such shareholder prior to the Listing Date;
This means that, as a result of these transfer restrictions, without the consent of the Board, a shareholder who owned 99 shares of common stock on the Listing Date could not sell any of such shares for 180 days following the Listing Date; 181 days following the Listing Date, such shareholder could only sell up to 33 of such shares; 271 days following the Listing Date, such shareholder could only sell up to 66 of such shares and 366 days following the Listing Date, such shareholder could sell all of such shares.
Limitation on Liability of Directors and Officers; Indemnification and Advance of Expenses
Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its shareholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. The charter contains a provision that eliminates directors’ and officers’ liability, subject to the limitations of Maryland law and the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”).
Maryland law requires a corporation (unless its charter provides otherwise, which the charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity against reasonable expenses actually incurred in the proceeding in which the director or officer was successful. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty; (2) the director or officer actually received an improper personal benefit in money, property or services; or (3) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. Under Maryland law, a Maryland corporation also may not indemnify for an adverse judgment in a suit by or on behalf of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.
The charter obligates us, subject to the limitations of Maryland law and the requirements of the 1940 Act, to indemnify (1) any present or former director or officer; or (2) any individual who, while a director or officer and at our request, serves or has served another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner, member, manager or trustee, from and against any claim or liability to which the person or entity may become subject or may incur by reason of such person’s service in that capacity, and to pay or reimburse such person’s reasonable expenses as incurred in advance of final disposition of a proceeding. In accordance with the 1940 Act, we will not indemnify any person for any liability to the extent that such person would be subject by reason of such person’s willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his, her or its office.
Maryland Law and Certain Charter and Bylaws Provisions; Anti-Takeover Measures
Maryland law contains, and the charter and the bylaws also contain, provisions that could make it more difficult for a potential acquirer to acquire us by means of a tender offer, proxy contest or otherwise. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of or to negotiate first with the Board. These measures may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of
shareholders. We believe, however, that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because, among other things, the Board’s ability to negotiate such proposals may improve their terms.
Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge, consolidate, convert into another form of business entity, sell all or substantially all of its assets or engage in a statutory share exchange unless declared advisable by the corporation’s Board and approved by the affirmative vote of shareholders entitled to cast at least two-thirds of the votes entitled to be
cast on the matter. A Maryland corporation may provide in its charter for approval of these matters by a lesser or greater percentage, but not less than a majority of all of the votes entitled to be cast on the matter. Subject to certain exceptions discussed below, the charter provides for approval of these actions by the affirmative vote of shareholders entitled to cast a majority of the votes entitled to be cast on the matter.
Subject to certain exceptions provided in the charter, the affirmative vote of at least 75% of the votes entitled to be cast thereon, with the holders of each class or series of our stock voting as a separate class will be necessary to effect any of the following actions:
•any amendment to the charter to make the common stock a “redeemable security” or to convert the Company from a “closed-end company” to an “open-end company” (as such terms are defined in the 1940 Act);
•the liquidation or dissolution of the Company and any amendment to the charter to effect and such liquidation or dissolution;
•any merger, consolidation, conversion, share exchange or sale or exchange of all or substantially all of our assets that the MGCL requires be approved by shareholders; or
•any transaction between the Company, on the one hand, and any person or group of persons acting together that is entitled to exercise or direct the exercise, or acquire the right to exercise or direct the exercise, directly or indirectly (other than solely by virtue of a revocable proxy), of one-tenth or more of the voting power in the election of our directors generally, or any person controlling, controlled by or under common control with, employed by or acting as an agent of, any such person or member of such group.
However, if the proposal, transaction or business combination is approved by at least a majority of our continuing directors, the proposal, transaction or business combination may be approved only by the Board and, if necessary, the shareholders as otherwise would be required by applicable law, the charter and bylaws, without regard to the supermajority approval requirements discussed above. A “continuing director” is defined in the charter as (1) our current directors, (2) those directors whose nomination for election by the shareholders or whose election by the directors to fill vacancies is approved by a majority of our current directors then on the Board or (3) any successor directors whose nomination for election by the shareholders or whose election by the directors to fill vacancies is approved by a majority of continuing directors or the successor continuing directors then in office.
The charter also provides that the Board is divided into three classes, as nearly equal in size as practicable, with each class of directors serving for a staggered three-year term. Additionally, subject to the rights of holders of one or more classes or series of preferred stock to elect or remove one or more directors, directors may be removed at any time, but only for cause (as such term is defined in the charter) and only by the affirmative vote of shareholders entitled to cast at least 75% of the votes entitled to be cast generally in the election of directors, voting as a single class. The charter and bylaws also provide that, except as provided otherwise by applicable law, including the 1940 Act and subject to any rights of holders of one or more classes or series of preferred stock to elect or remove one or more directors, any vacancy on the Board, and any newly created directorship resulting from an increase in the size of the Board, may only be filled by vote of the directors then in office, even if less than a quorum, or by a sole remaining director; provided that, under Maryland law, when the holders of any class, classes or series of stock have the exclusive power under the charter to elect certain directors, vacancies in directorships elected by such class, classes or series may be filled by a majority of the remaining directors so elected by such class, classes or series of our stock. In addition, the charter provides that, subject to any rights of holders of one or more classes or series of stock to elect or remove one or more directors, the total number of directors will be fixed from time to time exclusively pursuant to resolutions adopted by the Board.
The classification of the Board and the limitations on removal of directors described above as well as the limitations on shareholders’ right to fill vacancies and newly created directorships and to fix the size of the Board could have the effect of making it more difficult for a third party to acquire us, or of discouraging a third party from acquiring or attempting to acquire us.
Maryland law and the charter and the bylaws also provide that:
•any action required or permitted to be taken by the shareholders at an annual meeting or special meeting of shareholders may only be taken if it is properly brought before such meeting or by unanimous consent in lieu of a meeting;
•special meetings of the shareholders may only be called by the Board, the chairman of the Board or the chief executive officer, and must be called by the secretary upon the written request of shareholders who are entitled to cast at least a majority of all the votes entitled to be cast on such matter at such meeting; and
•from and after the initial closing, any shareholder nomination or business proposal to be properly brought before a meeting of shareholders must have been made in compliance with certain advance notice and informational requirements.
These provisions could delay or hinder shareholder actions which are favored by the holders of a majority of our outstanding voting securities. These provisions may also discourage another person or entity from making a tender offer for the common stock, because such person or entity, even if it acquired a majority of our outstanding voting securities, would be able to take action as a shareholder (such as electing new directors or approving a merger) only at a duly called shareholders meeting, and not by written consent. The provisions of the charter requiring that the directors may be removed only for cause and only by the affirmative vote of at least three- quarters of the votes entitled to be cast generally in the election of directors will also prevent shareholders from removing incumbent directors except for cause and upon a substantial affirmative vote.
in addition, although the advance notice and information requirements in the bylaws do not give the Board any power to disapprove shareholder nominations for the election of directors or business proposals that are made in compliance with applicable advance notice procedures, they may have the effect of precluding a contest for the election of directors or the consideration of shareholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and the shareholders.
Under the MGCL, a Maryland corporation generally cannot amend its charter unless the amendment is declared advisable by the corporation’s Board and approved by the affirmative vote of shareholders entitled to cast at least two-thirds of the votes entitled to be
cast on the matter. A Maryland corporation may provide in its charter for approval of these matters by a lesser or greater percentage, but not less than a majority of all of the votes entitled to be cast on the matter. Subject to certain exceptions discussed below, the charter provides for approval of charter amendments by the affirmative vote of shareholders entitled to cast a majority of the votes entitled to be cast on the matter. The Board, by vote of a majority of the members of the Board, has the exclusive power to adopt, alter, amend or repeal the bylaws. The charter provides that any amendment to the following provisions of the charter, among others, will require, in addition to any other vote required by applicable law or the charter, the affirmative vote of shareholders entitled to cast at least 75% of the votes entitled to be cast generally in the election of directors, with the holders of each class or series of our stock voting as a separate class, unless a majority of the continuing directors approve the amendment, in which case such amendment must be approved as would otherwise be required by applicable law, the charter and/or the bylaws:
•the provisions regarding the classification of the Board;
•the provisions governing the removal of directors;
•the provisions limiting shareholder action by written consent;
•the provisions regarding the number of directors on the Board; and
•the provisions specifying the vote required to approve extraordinary actions and amend the charter and the Board’s exclusive power to amend the bylaws.
Advance Notice Provisions for Shareholder Nominations and Shareholder Proposals
The bylaws provide that, with respect to an annual meeting of shareholders, nominations of individuals for election as directors and the proposal of business to be considered by shareholders may be made only (a) pursuant to our notice of the meeting, (b) by or at the direction of the Board or (c) by a shareholder who is a shareholder of record both at the time of giving the advance notice required by the bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with the advance notice procedures of the bylaws. With respect to special meetings of shareholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of individuals for election as directors at a special meeting at which directors are to be elected may be made only (a) by or at the direction of the Board or (b) provided that the special meeting has been called in accordance with the bylaws for the purpose of electing directors, by a shareholder who is a shareholder of record both at the time of giving the advance notice required by the bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice provisions of the bylaws.
The purpose of requiring shareholders to give us advance notice of nominations and other business is to afford the Board a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by the Board, to inform shareholders and make recommendations about such qualifications or
business, as well as to provide a more orderly procedure for conducting meetings of shareholders. Although our bylaws do not give the Board any power to disapprove shareholder nominations for the election of directors or proposals recommending certain action, the advance notice and information requirements may have the effect of precluding election contests or the consideration of shareholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies
to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our shareholders.
No Appraisal Rights
For certain extraordinary transactions and charter amendments, the MGCL provides the right to dissenting shareholders to demand and receive the fair value of their shares, subject to certain procedures and requirements set forth in the statute. Those rights are commonly referred to as appraisal rights. As permitted by the MGCL, the charter provides that shareholders will not be entitled to exercise appraisal rights unless the Board determines that appraisal rights apply, with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which shareholders would otherwise be entitled to exercise appraisal rights.
Control Share Acquisitions
Certain provisions of the MGCL provide that a holder of control shares of a Maryland corporation acquired in a control share acquisition has no voting rights with respect to the control shares except to the extent approved by the affirmative vote of two-thirds of the votes entitled to be cast on the matter, which is referred to as the Control Share Acquisition Act. Shares owned by the acquiror, by officers or by employees who are directors of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power:
•one-tenth or more but less than one-third;
•one-third or more but less than a majority; or
•a majority or more of all voting power.
The requisite shareholder approval must be obtained each time an acquirer crosses one of the thresholds of voting power set forth above.
Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained shareholder approval or shares acquired directly from the corporation. A control share acquisition means the acquisition of issued and outstanding control shares, subject to certain exceptions.
A person who has made or proposes to make a control share acquisition may compel the Board of the corporation to call a special meeting of shareholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any shareholders meeting.
If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to redeem control shares is subject to certain conditions and limitations. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or if a meeting of shareholders is held at which the voting rights of the shares are considered and not approved, as of the date of such meeting. If voting rights for control shares are approved at a shareholder meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other shareholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.
The Control Share Acquisition Act does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting from the Control Share Acquisition Act any and all acquisitions by any person of shares of stock. The U.S. Securities and Exchange Commission (the “SEC”) staff previously took the position that, if a business development company (“BDC”) failed to opt-out of the Control Share Acquisition Act, its actions would be inconsistent with Section 18(i) of the 1940 Act. However, the SEC recently withdrew its previous position, and stated that is would not recommend enforcement action against a closed-end fund, including a BDC, that opts in to being subject to the Control Share Acquisition Act if the closed-end fund acts with reasonable care on a basis consistent with other applicable duties and laws and the duty to the company and its shareholders generally. As such, we may amend our bylaws to be subject to the Control Share Acquisition Act, but will do so only if the Board determines that it would be in our best interests and if such amendment can be accomplished in compliance with applicable laws, regulations and SEC guidance.
Business Combinations
Under Maryland law, “business combinations” between a Maryland corporation and an interested shareholder or an affiliate of an interested shareholder are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. These business combinations include a merger, consolidation, statutory share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested shareholder is defined as:
•any person who beneficially owns 10% or more of the voting power of the corporation’s stock; or
•an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.
A person is not an interested shareholder under this statute if the corporation’s Board approves in advance the transaction by which he or she otherwise would have become an interested shareholder. However, in approving a transaction, the Board may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the Board.
After the five-year prohibition, any such business combination generally must be recommended by the corporation’s Board and approved by the affirmative vote of at least:
•80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
•two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested shareholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder.
These super-majority vote requirements do not apply if holders of the corporation’s common stock receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested shareholder for its shares. The statute provides various exemptions from its provisions, including for business combinations that are exempted by the corporation’s Board before the time that the interested shareholder becomes an interested shareholder. The Board has adopted a resolution exempting from the requirements of the statute any business combination between us and any other person, provided that such business combination is first approved by the Board (including a majority of the directors who are not “interested persons” within the meaning of the 1940 Act). This resolution, however, may be altered or repealed in whole or in part at any time. If this resolution is repealed, or the Board does not otherwise approve a business combination, the statute may discourage others from trying to acquire control of the Company and increase the difficulty of consummating any offer.
Conflict with the 1940 Act
The bylaws provide that, if and to the extent that any provision of the MGCL, including the Control Share Acquisition Act (if we amend our bylaws to be subject to such Act) and the Business Combination Act or any provision of the charter or the bylaws conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.
Exclusive Forum
Our bylaws require that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City (or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company (ii) any action asserting a claim of breach of any standard of conduct or legal duty owed by any of the Company’s director, officer or other agent to the Company or to
its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the MGCL or the Charter or bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine. This exclusive forum selection provision in our bylaws does not apply to claims arising under the federal securities laws, including the Securities Act and the Exchange Act.
There is uncertainty as to whether a court would enforce such a provision, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In addition, this provision may increase costs for stockholders in bringing a
claim against us or our directors, officers or other agents. Any investor purchasing or otherwise acquiring our shares is deemed to have notice of and consented to the foregoing provision.
The exclusive forum selection provision in our bylaws may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other agents, which may discourage lawsuits against us and such persons. It is also possible that, notwithstanding such exclusive forum selection provision, a court could rule that such provision is inapplicable or unenforceable.
EX-10.43
3
otf-exhibit1043xq425.htm
EX-10.43
Document
Exhibit 10.43
EXECUTION VERSION
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of October 30, 2025
among
Athena Funding II LLC,
as Borrower,
the Lenders Referred to Herein,
MUFG Bank, Ltd.,
as Administrative Agent,
and
State Street Bank and Trust Company,
as Collateral Agent, Collateral Administrator, Custodian and Document Custodian
Blue Owl - Athena Funding II LLC A&R Credit Agreement 4918-7637-7934 v13.docx
TABLE OF CONTENTS
Page
SCHEDULES AND EXHIBITS
Annex A - [Reserved]
Schedule A - Approved Appraisal Firms
Schedule B - End User Industries
Schedule C - Diversity Score Calculation
Schedule D - S&P Recovery Rate and Default Rate Tables
Schedule E - List of Restatement Date Assets
Schedule F - Address for Notices
Schedule G - Lender Commitment Amounts
Exhibit A - Form of Note for Loans
Exhibit B - Form of Notice of Borrowing (with attached Borrowing Base Calculation Statement)
Exhibit C - Form of Assignment and Assumption Agreement
Exhibit D - Scope of Collateral Report
Exhibit E - Scope of Payment Date Report
Exhibit F - Scope of Asset-Level Reporting to Lenders
Exhibit G - [Reserved]
Exhibit H - Form of Related Contract Document Request
Exhibit I - Form of Tax Compliance Certificate
Exhibit J - Form of Document Checklist
Exhibit K - Authorized Representatives of Services Provider
Exhibit L - Form of Prepayment/Commitment Reduction Notice
Exhibit M - Form of Financial Statement Certificate of an Authorized Officer of the Borrower pursuant to Section 5.1(b)
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 30, 2025 is entered into by and among ATHENA FUNDING II LLC, a Delaware limited liability company, as Borrower, the Lenders party hereto from time to time, MUFG BANK, LTD., as Administrative Agent, STATE STREET BANK AND TRUST COMPANY, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian.
W I T N E S S E T H:
WHEREAS, prior to the 2025 Closing Date, the Borrower pledged certain collateral to the lenders under that certain loan and management agreement, dated as of November 8, 2022 (as amended, modified and supplemented and in effect from time to time prior to the date hereof, the “Loan Agreement”);
WHEREAS, on or about the 2025 Closing Date, the Borrower desires that (i) the Loan Agreement is amended and replaced in its entirety by this Agreement and (ii) the Revolving Lenders make Revolving Loans, on a revolving basis to the Borrower on the terms and subject to the conditions set forth in this Agreement, and each Lender is willing to make Loans to the Borrower on the terms and subject to the conditions set forth in this Agreement;
WHEREAS, the proceeds of the Loans made by the Lenders to the Borrower shall be used by the Borrower to acquire Collateral Loans and as otherwise specified in Section 5.17, all in accordance with the terms hereof.
NOW, THEREFORE, the Borrower, the Lenders, the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian and the Document Custodian hereby agree as follows:
GRANTING CLAUSE
To secure the due and punctual payment and performance of all Obligations, howsoever created, arising or evidenced, whether now or hereafter existing, in accordance with the terms thereof, the Borrower hereby Grants to the Collateral Agent for the benefit of the Secured Parties a security interest in all of the Borrower’s right, title and interest in and to the following (in each case, excluding any Margin Stock), whether now owned or hereafter acquired (collectively, the “Pledged Collateral”):
(a)all Collateral Loans, all other loans and securities of the Borrower whether or not such loans and securities constitute Collateral Loans, all Related Contracts and Collections with respect thereto, all collateral security granted under any Related Contracts, and all interests in any of the foregoing, whether now or hereafter existing;
(b)(i) the Custodial Account and all Collateral which is delivered to the Collateral Agent pursuant to the terms hereof and all payments thereon or with respect thereto, (ii) each of the other Covered Accounts and (iii) Eligible Investments or other investments (whether or not such investments constitute Eligible Investments) acquired with funds on deposit in the Covered Accounts, and all income or Distributions from the investment of funds in the Covered Accounts;
(c)cash, Money, securities, reserves and other property now or at any time in the possession of the Borrower or which is delivered to or received by the Collateral Agent or its bailee, agent or custodian by the Borrower or on behalf of the Borrower (including, without limitation, all Eligible Investments and other investments with respect to any Collateral or proceeds thereof);
(d)all liens, security interests, property or assets securing or otherwise relating to any Collateral Loan, Eligible Investment, other investment, Collateral or any Related Contract (collectively, “Related Property”);
(e)the Purchase and Sale Agreement;
(f)the Corporate Services Agreement;
(g)the Account Control Agreement;
(h)all other accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC);
(i)all other tangible and intangible personal property whatsoever of the Borrower; and
(j)all products, proceeds, rents and profits of any of the foregoing, all substitutions therefor and all additions and accretions thereto (whether the same now exist or arise or are acquired), including, without limitation, proceeds of insurance policies insuring any or all of the foregoing, any indemnity or warranty payable by reason of loss or damage to or otherwise in respect of any of the foregoing or any guaranty.
Except as set forth in the Priority of Payments, the Loans are secured by the foregoing Grant equally and ratably without prejudice, priority or distinction between any Loan and any other Loan by reason of difference in time of borrowing or otherwise.
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1Definitions.
The following terms, as used herein, have the following meanings:
“2025 Closing Date” means October 30, 2025.
“2025 Closing Date Participation” means any Collateral Loan held in the form of a Participation Interest acquired by the Borrower under the Purchase and Sale Agreement on the 2025 Closing Date.
“ABR Borrowing” means the borrowing of an ABR Loan pursuant to Section 2.2.
“ABR Loan” means, when used in reference to any Loan, that such Loan bears interest at a rate determined by reference to the Alternate Base Rate.
“Account Control Agreement” means the Amended and Restated Account Control Agreement among the Borrower, as debtor, Blue Owl Technology Finance Corp., as Services Provider, the Collateral Agent, as secured party, and State Street Bank and Trust Company, as depository bank and Securities Intermediary, dated as of the 2025 Closing Date.
“Act” has the meaning set forth in Section 8.4(c).
“Adjusted Collateral Loan Balance” means, with respect to any Collateral Loan on any date of determination, (i) the Purchase Price of such Collateral Loan multiplied by (ii) such Collateral Loan’s Principal Balance at such date of determination; provided that, if the Purchase Price is in excess of 100%, it shall be deemed to have been acquired at par; provided, further, that if a Collateral Loan has been acquired for a Purchase Price of 97% or greater (expressed as a percentage of par), it shall be deemed to have been acquired at par.
“Administrative Agent” means MUFG Bank, Ltd., in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity.
“Administrative Agent Fee” means the fee payable to the Administrative Agent in arrears on each Quarterly Payment Date, equal to U.S.$0 per Quarterly Payment Date; provided that, if at any time there is at least one Lender that is not Affiliated with MUFG Bank, Ltd., the fee payable to the Administrative Agent in arrears on each Quarterly Payment Date shall be as mutually agreed between the Borrower and the Administrative Agent.
“Administrative Expenses” means, without duplication, fees, expenses (including indemnities and other amounts under Section 12.3) and other amounts due or accrued with respect to any Quarterly Payment Date and any other date fixed for payment of such amounts (including, with respect to any Quarterly Payment Date, any such amounts that were due and not paid on any prior Quarterly Payment Date) and payable in the following order by the Borrower to:
(a)first, the Collateral Agent in respect of the Collateral Agent Fee and any fees owed to the Custodian, the Collateral Administrator, the Securities Intermediary and the Document Custodian, and for the reimbursement of other reasonable and documented Administrative Expenses and disbursements incurred and payable hereunder to the Collateral Agent, the Collateral Administrator, the Custodian, the Securities Intermediary and the Document Custodian under any Transaction Documents, in accordance with the provisions of this Agreement;
(b)second, the Administrative Agent in respect of the Administrative Agent Fee and for the reimbursement of reasonable and documented expenses and disbursements incurred and payable hereunder by the Administrative Agent or the Lenders in accordance with the provisions of this Agreement;
(c)third, on a pro rata basis, the following amounts (excluding indemnities) to the following parties:
(i)first, to the Services Provider for the reimbursement of reasonable and documented expenses and disbursements incurred by the Services Provider in accordance with the provisions of this Agreement and the Corporate Services Agreement, including any appraisal fees and any other out-of-pocket expenses incurred in connection with the Collateral Loans and payable to third parties and including any amounts payable by the Services Provider in connection with any advances made to protect or preserve rights against an Obligor or to indemnify an agent or representative for lenders pursuant to any Related Contracts (but excluding any Services Fee), and second, to the Borrower for the reimbursement of reasonable and documented expenses and disbursements incurred by the Borrower in accordance with the provisions of this Agreement and the Corporate Services Agreement, including any out-of-pocket expenses incurred in connection with the Collateral Loans and payable to third parties and including any amounts payable by the Borrower in connection with any advances made to protect or preserve rights against an Obligor or to indemnify an agent or representative for lenders pursuant to any Related Contracts;
(ii)Rating Agencies for fees and reasonable and documented expenses in connection with any rating of the Loans or the Collateral Loans, including fees related to the obtaining of Credit Estimates by S&P and ongoing Rating Agency surveillance fees;
(iii)any other Person in respect of any Indemnified Tax incurred on behalf of the Borrower; and
(iv)any other Person in respect of any other fees or expenses expressly permitted under this Agreement and the documents delivered pursuant to or in connection with this Agreement and the Transaction Documents (including any expenses incurred by the Borrower in connection with the replacement of a Lender pursuant to Section 11.5), and the independent accountants, agents and counsel of the Borrower for fees and expenses; and
(d)fourth, on a pro rata basis, indemnities payable to any Person permitted under this Agreement and the documents delivered pursuant to or in connection with this Agreement and the Transaction Documents not otherwise paid;
provided that Administrative Expenses shall not include (i) any salaries of any employees of the Borrower (for the avoidance of doubt, the Borrower does not pay any salaries) (but Administrative Expenses may include any fees, reimbursements, indemnities, costs and expenses payable to the directors, managers and/or independent directors or managers of the Borrower) or the Services Provider, (ii) any Increased Costs or (iii) any Services Fees.
“Administrative Officer” means, (i) when used with respect to the Collateral Agent (or State Street Bank and Trust Company in each of its capacities under the Transaction Documents), any vice president, assistant vice president, treasurer, assistant treasurer, secretary, assistant secretary, trust officer, associate or any other officer of the Collateral Agent who shall have direct responsibility for the administration of this Agreement or to whom any corporate trust matter is referred within the Corporate Trust Office, because of his or her knowledge of and familiarity with the particular subject and (ii) when used with respect to the Administrative Agent, any authorized person within the office of the Administrative Agent at the address listed on the signature pages hereto, including any vice president, assistant vice president, officer, assistant counsel of the Administrative Agent customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any matter is referred at such location because of his or her knowledge of and familiarity with the particular subject.
“Administrative Questionnaire” means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate” or “Affiliated” means, with respect to any Person, (a) any other Person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such Person or (b) any other Person who is a director, officer or employee of (i) such Person, (ii) any subsidiary or parent company of such Person or (iii) any Person described in clause (a) above; provided that, solely for purposes of the definitions of “Collateral Loan” and “Concentration Limitations”, the term “Affiliate” as used therein with respect to any Obligor shall not include any Affiliate relationship which may exist solely as a result of direct or indirect ownership of, or control by, a common Financial Sponsor (except if any such Person or Obligor provides collateral under, guarantees or otherwise supports the obligations of the other such Person or Obligor).
“Agents” means the Administrative Agent, the Custodian, the Document Custodian, the Collateral Agent, the Collateral Administrator and the Securities Intermediary, and “Agent” means any of them.
“Aggregate Adjusted Collateral Loan Balance” means, when used with respect to all or a portion of the Collateral Loans, the sum of the Adjusted Collateral Loan Balance of all or of such portion of such Collateral Loans.
“Aggregate Maximum Principal Balance” means, when used with respect to all or a portion of the Collateral Loans, the sum of the Maximum Principal Balances of all or of such portion of such Collateral Loans.
“Aggregate Participation Exposure” means, at any time, the Maximum Principal Balance of all Collateral Loans that are in the form of Participation Interests (other than 2025 Closing Date Participations) owned by the Borrower at such time.
“Aggregate Participation Percentage” means, for any Selling Institution at any time, the percentage of Total Capitalization represented by the Aggregate Participation Exposure at such time for such Selling Institution.
“Aggregate Principal Balance” means, when used with respect to all or a portion of the Collateral Loans, the sum of the Principal Balances of all or of such portion of such Collateral Loans.
“Agreement” means this Credit Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative.
“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of the following:
(a)the Prime Rate in effect on such day,
(b)the Federal Funds Rate in effect on such day plus ½ of 1%; and
(c)the Benchmark for a one-month tenor in effect on such day plus 1%;
provided that if the Alternate Base Rate as so determined would be less than zero, such rate shall be deemed to be equal to zero for the purposes of this Agreement.
Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Rate or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or Term SOFR, respectively.
If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 12.5, then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without regard to clause (c) above.
(d)“Anti-Corruption Laws” means any laws, rules and regulations of any jurisdiction in which the Borrower is located or doing business concerning bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, (15 U.S.C. § 78dd-1, et seq.) and the U.K. Bribery Act 2010, and any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
(e)“Anti-Money Laundering Laws” means any laws, rules and regulations of any jurisdiction in which the Borrower is located or doing business, relating to money laundering or Anti-Terrorism Laws.
(f)“Anti-Terrorism Laws” means each of: (a) Executive Order 13224, (b) the PATRIOT ACT, (c) the Money Laundering Control Act of 1986, 18 U.S.C. Sect. 1956 and any successor statute thereto, (d) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), (e) the Bank Secrecy Act of 1970 and the rules and regulations promulgated thereunder, or (f) the corresponding laws of any other jurisdiction in which the Borrower, the Services Provider, a Lender or any Affiliate of any of the foregoing operates or in which the proceeds of the Loans will be used.
“Applicable Advance Rate” means, with respect to a Collateral Loan, as determined on any date of determination, the corresponding percentage for the loan type set forth below:
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Collateral Loan Type |
Applicable Percentage |
Loan that is a Senior Secured Loan or a Participation Interest in a Senior Secured Loan |
65.0% |
Loan that is a First Lien/Last Out Loan or a Participation Interest in a First Lien/Last Out Loan |
50.0% |
Loan that is a Second Lien Loan or a Participation Interest in a Second Lien Loan |
40.0% |
“Applicable Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.
“Applicable Lending Office” means, with respect to any Lender, the office or offices designated as its “Lending Office” opposite its name in the signature pages hereto or such other office of such Lender as such Lender may from time to time specify in writing to the Borrower and the Administrative Agent.
“Applicable Margin” means (i) during the Reinvestment Period, 2.00% per annum and (ii) after the Reinvestment Period, 2.35% per annum.
“Applicable Rate” means the sum of (x) the applicable Benchmark rate for such Loan plus (y) the Applicable Margin.
“Appraisal” means, with respect to any Collateral Loan, an appraisal of either (A) such Collateral Loan or (B) the assets securing such Collateral Loan, in each case, that is conducted by an Approved Appraisal Firm on the basis of the fair market value of such Collateral Loan or such assets (that is, the price that would be paid by a willing buyer to a willing seller of such Collateral Loan or such assets in a commercially reasonable sale on an arm’s-length basis). Any Appraisal required hereunder (i) may be in the form of an update or reaffirmation by an Approved Appraisal Firm of an Appraisal previously performed by an Approved Appraisal Firm and (ii) shall be provided within five Business Days following completion of such appraisal to the Collateral Agent for purposes of the Collateral Report.
“Appraised Value” means, with respect to any Collateral Loan, the Appraisal value (determined in Dollars, and which, if Appraisals for both of the following are available, clause (a) below shall govern) of either (a) such Collateral Loan or (b) the assets securing such Collateral Loan, in the case of clause (b), net of estimated costs of the liquidation of such assets as determined by the applicable Approved Appraisal Firm, in each case as set forth in the related Appraisal or, if a range of values is set forth therein, the midpoint of such values; provided that (i) the Appraised Value of any Collateral Loan shall in no case be greater than its Maximum Principal Balance and (ii) in the case of clause (b), if the Borrower owns less than 100% of the total lenders’ interests secured by the assets securing any Collateral Loan or has sold participation interests in such Collateral Loan, then the Appraised Value with respect to such Collateral Loan will be reduced to reflect the proportionate interests of all other lenders or participants secured by such assets (taking into account the relative seniority of all such lenders and participants) that rank pari passu with or senior to (including with respect to liquidation) the Borrower’s interest under the Collateral Loan.
“Approved Appraisal Firm” means those entities whose names are set forth on Schedule A, and any additional entity designated from time to time by the Services Provider (i) that is an independent appraisal firm recognized as being experienced in conducting valuations of loans of the type constituting Collateral Loans, and (ii) that the Borrower or the Services Provider determines, in accordance with the Servicing Standard, is qualified with respect to each Collateral Loan. In connection with such designation, the Borrower or the Services Provider shall deliver an updated Schedule A to the Administrative Agent, which updated Schedule A shall replace any previous Schedule A. Notwithstanding the foregoing, at no time may the Borrower, the Services Provider or any Affiliate thereof be an Approved Appraisal Firm.
“Approved Foreign Jurisdiction” means each of Canada, any Group I Country, any Group II Country or any Group III Country; provided that each such country has a foreign currency issuer credit rating that is at least “AA” by S&P at the time of acquisition of the related Collateral Loan.
“Approved Indices” has the meaning assigned to such term in the definition of “Eligible Loan Index”.
“Approved Purchaser” has the meaning set forth in Section 11.5(b).
“Assignee” has the meaning set forth in Section 12.6(c).
“Assignment and Assumption” means an Assignment and Assumption Agreement in substantially the form of Exhibit C hereto, entered into by a Lender, an assignee, the Borrower (if applicable) and the Administrative Agent (if applicable).
“Assumed Investment Rate” means, at any time, SOFR (or, if an Alternate Base Rate is in effect, such Alternate Base Rate) minus 0.50% per annum; provided that the Assumed Investment Rate shall not be less than 0.00%.
“Authorized Officer” means:
(a)with respect to each of the Borrower, the Services Provider and the Transferor, those of its respective officers, authorized representatives and agents whose signatures and incumbency shall have been certified to the Agents on the 2025 Closing Date pursuant to the documents delivered pursuant to Section 3.1 or thereafter from time to time in substantially similar form; and
(b)with respect to either Agent or any other bank or trust company acting as trustee of an express trust or as custodian, an Administrative Officer thereof.
Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any person to act, and such certification may be considered as in full force and effect until receipt by such other party of written notice to the contrary.
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period or payment period for any term rate or otherwise, or for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date (but not including any tenor for such Benchmark that is not then included in the definition of “Interest Period” pursuant to Section 12.5).
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, the UK Bail-In Legislation.
“Bankruptcy Code” means Title 11 of the United States Code, entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes.
“Bankruptcy Law” means the Bankruptcy Code or any similar federal law or state law for the relief of debtors and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, arrangement, receivership, interim-receivership, insolvency, reorganization, winding-up or similar debtor relief applicable laws including any laws relating to the compromise or settlement of debt with creditors or any class of them (including under corporate statutes) of the United States, states thereof or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
“Benchmark” means Term SOFR; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to Term SOFR, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior Benchmark rate pursuant to Section 12.5; provided, further, that if the Benchmark as so determined would be less than the Floor, such Benchmark will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.
Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.
“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:
(a) Daily Simple SOFR; or
(b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (x) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (y) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated or bilateral credit facilities at such time in the United States and (ii) the related Benchmark Replacement Adjustment;
provided that (i) if the Benchmark Replacement as determined pursuant to the above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for purposes of this Agreement and (ii) no replacement of a Benchmark with a Benchmark Replacement shall occur prior to the applicable Benchmark Transition Start Date unless otherwise agreed to by the Borrower and the Administrative Agent.
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of loan requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides, in consultation with the Services Provider, may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).
“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:
(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks (and (x) such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (3), and (y) a Benchmark Replacement Date shall exist even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date).
For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:
(1)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(2)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(3)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).
“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clause (1) or (2) of the definition thereof has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 12.5, and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 12.5.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“Bond” means an obligation that (a) constitutes borrowed money and (b) is in the form of, or represented by, a bond, note, certificated debt security or other debt security (other than any of the foregoing that evidences a Senior Secured Loan, a First Lien/Last Out Loan, a Second Lien Loan, or a Participation Interest in a Senior Secured Loan, a First Lien/Last Out Loan, a Second Lien Loan).
“Borrower” means Athena Funding II LLC, a Delaware limited liability company.
“Borrower Materials” is defined in Section 12.16(c).
“Borrower Order” means a written order or request (which may be a standing order or request) dated and signed in the name of the Borrower by an Authorized Officer of the Borrower or by an Authorized Officer of the Services Provider on behalf of the Borrower, which order or request may also be provided by email or other electronic communication unless an Agent requests otherwise.
“Borrowing” means the borrowing of a Loan pursuant to Section 2.2.
“Borrowing Base Calculation Statement” means a statement in the form acceptable to the Administrative Agent setting forth the calculation of the Senior Advance Rate Test, the Concentration Limitations and the Collateral Quality Tests.
“Borrowing Date” means the date of a Borrowing.
“BOTFC” means Blue Owl Technology Finance Corp., a Maryland corporation.
“Bridge Loan” means any loan (or participation interest therein) or other obligation that (a) is unsecured and is incurred in connection with a merger, acquisition, consolidation or sale of all or substantially all of the assets of a person or similar transaction and (b) by its terms, is required to be repaid within one year of the incurrence thereof with proceeds from additional borrowings or other refinancings (it being understood that any such loan or other obligation that has a nominal maturity date of one year or less from the incurrence thereof but has a term-out or other provision whereby (automatically or at the sole option of the Obligor thereof) the maturity of the indebtedness thereunder may be extended to a later date is not a Bridge Loan).
“Business Day” means
(a)except to the extent provided in clause (b) below, any day except a Saturday, Sunday or a day on which commercial banks in New York, New York or in the city in which the Corporate Trust Office of the Collateral Agent is located or the offices of the Document Custodian (initially being Chicago, Illinois) are authorized or required by law to close; provided that if the location of the Corporate Trust Office of the Collateral Agent or the offices of the Document Custodian changes at any time, the Collateral Agent or the Document Custodian, as applicable, shall provide prompt written notice of such change to the Borrower, the Administrative Agent and the Lenders; and
(b)in relation to Term SOFR Loans and any interest rate setting, funding, disbursement, settlement or payment of any Term SOFR Loan, any day that is a U.S. Government Securities Business Day.
“Calculation Date” means the date that is 10 Business Days prior to each Quarterly Payment Date.
“Cash” means such coin or currency of the United States of America as at the time shall be legal tender for payment of all public and private debts.
“Cash Interest Coverage Ratio” means, with respect to any Collateral Loan for any period, the meaning of "Cash Interest Coverage Ratio" or any comparable definition in the Related Contracts for such Collateral Loan, and in any case that "Cash Interest Coverage Ratio" or such comparable definition is not defined in such Related Contracts, the ratio of (a) EBITDA for the applicable test period, to (b) interest expense payable in cash for the applicable test period, as calculated by the Services Provider in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the Related Contracts.
“CCC Collateral Loan” means a Collateral Loan (other than a Defaulted Loan) with an S&P Rating of “CCC+” or lower.
“CCC Excess” means the amount equal to the excess of the Maximum Principal Balance of all CCC Collateral Loans over an amount equal to 35% of the Total Capitalization as of such date of determination; provided that in determining which of the CCC Collateral Loans shall be included in the CCC Excess, the CCC Collateral Loans with the lowest Market Value (expressed as a percentage of the Maximum Principal Balance of each such Collateral Loan as of such date of determination) shall be deemed to constitute such CCC Excess.
“CFTC” means the Commodity Futures Trading Commission.
“Change in Control” means the failure of the Parent or Affiliated successor thereto to own 100% of the Equity Interests in the Borrower (other than nominal interests).
“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited, as administrator of the forward-looking term Secured Overnight Financing Rate (or any successor administrator thereof selected by the Administrative Agent in its reasonable discretion in consultation with the Borrower).
“Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.
“Collateral” means the Pledged Collateral and all other property and/or rights on or in which a Lien is or is intended to be granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement, any of the Transaction Documents or any other instruments provided for herein or therein or delivered or to be delivered hereunder or thereunder or in connection herewith or therewith.
“Collateral Administrator” means State Street Bank and Trust Company, in its capacity as collateral administrator, and any successor thereto.
“Collateral Administrator Fee” means the fee payable to the Collateral Administrator in arrears on each Quarterly Payment Date in an amount specified in the Collateral Agent Fee Letter.
“Collateral Agent” means State Street Bank and Trust Company, in its capacity as collateral agent under this Agreement, and its successors in such capacity.
“Collateral Agent Fee” means the fee payable to the Collateral Agent in arrears on each Quarterly Payment Date in an amount specified in the Collateral Agent Fee Letter.
“Collateral Agent Fee Letter” means the fee letter dated as of the 2025 Closing Date, between the Borrower, the Collateral Agent, and the Collateral Administrator, as amended, restated, supplemented or otherwise modified from time to time.
“Collateral Loan” means a Senior Secured Loan, a First Lien/Last Out Loan or a Second Lien Loan or a Participation Interest in any Senior Secured Loan, First Lien/Last Out Loan or Second Lien Loan that as of the date of acquisition by the Borrower meets each of the following criteria (which the Administrative Agent may waive in its sole discretion):
(a)(i) provides the Borrower (or an agent on behalf of the applicable lenders with respect to such Collateral Loan) with a valid, perfected security interest in the collateral granted under the applicable Related Contracts at the level of priority indicated therein; constitutes the legal and enforceable obligation of the applicable Obligor (except as enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law); (ii) is owned by the Borrower free and clear of adverse claims (other than Permitted Liens); (iii) may, under the applicable Related Contracts and Applicable Law, be pledged and assigned by the Borrower to the Collateral Agent; (iv) with respect to which all steps required by Section 8.7 have been taken (or will be taken as soon as practicable) and in which the Collateral Agent holds (or will hold, once the necessary steps are taken) a first-priority perfected security interest for the benefit of the Secured Parties; and (v) at the time such Collateral Loan was acquired, was not subject to set-off or defense (other than a discharge in the event of a subsequent bankruptcy) by the related Obligor and, together with the documentation relating thereto, does not contravene in any material respect any law, rule or regulation applicable to the Borrower or the Services Provider;
(b)is governed by the law of a state of the United States or the law of an Approved Foreign Jurisdiction;
(c)is an obligation of an Obligor Domiciled in the United States (or any state thereof) or an Approved Foreign Jurisdiction;
(d)is not an obligation (other than a Revolving Collateral Loan or a Delayed Funding Loan) pursuant to which any future advances or payments to the Obligor may be required to be made by the Borrower;
(e)is not a Bond (or any other type of debt security that is not a loan or Participation Interest in a loan), a Defaulted Loan, a Credit Risk Loan, a Synthetic Security, a Bridge Loan, a Structured Finance Obligation, an Equity Security, a Real Estate Loan, a letter of credit or an unsecured loan;
(f)is not a Zero Coupon Loan, a finance lease or chattel paper;
(g)is not subject to forfeiture of principal based on a material non-credit related risk (such as the occurrence of a catastrophe), as reasonably determined by the Borrower, or the Services Provider in accordance with the Servicing Standard;
(h)is not the subject of an Offer or called for redemption (except for any repayment under a Revolving Collateral Loan of amounts that may be reborrowed thereunder pursuant to the applicable Related Contract);
(i)is denominated and payable in Dollars (and is not convertible into, or payable in, any other currency);
(j)does not constitute Margin Stock;
(k)provides for the full principal balance to be payable at or prior to the stated maturity thereof;
(l)does not subject the Borrower to withholding tax unless the relevant Obligor is required to make “gross-up” payments or pay “additional amounts” in respect of, or otherwise compensate the Borrower for, the full amount of such withholding tax (except for withholding taxes on fees received with respect to Revolving Collateral Loans or Delayed Funding Loans and withholding taxes imposed under FATCA);
(m)if such Collateral Loan is a Participation Interest (other than a 2025 Closing Date Participation), then such Participation Interest is acquired from (i) a Selling Institution Domiciled under the laws of the United States (or any state thereof) or any U.S. branch of a Selling Institution Domiciled outside the United States or (ii) with respect to Collateral Loans of the Obligors of which are Domiciled in an Approved Foreign Jurisdiction, a Selling Institution Domiciled in an Approved Foreign Jurisdiction to the extent such Selling Institution satisfies the S&P Counterparty Criteria;
(n)provides for payment of interest at least semi-annually;
(o)will not cause the Borrower or the pool of assets to be required to be registered as an investment company under the Investment Company Act;
(p)does not have an “L”, “p”, “prelim”, “sf” or “t” subscript assigned by S&P;
(q)does not have an “sf” subscript assigned by Moody’s;
(r)is Registered;
(s)is not an obligation of an Obligor Affiliated with the Parent or the Services Provider;
(t)either (i) has public ratings from S&P, (ii) has a derived rating based on criteria of S&P or (iii) the Borrower will obtain Credit Estimates from S&P on such loan and will apply for such Credit Estimate within the requisite time period dictated by S&P criteria after acquiring such loan;
(u)does not have an attached warrant to purchase an Equity Security; provided that this clause (u) shall not exclude obligations originated with an attached warrant if the Borrower does not acquire such warrant or the right to exercise such warrant or if the Borrower acquires such warrant so long as the Borrower does not exercise such warrant and intends to sell such warrant at a later date;
(v)is not an obligation that matures after the date which is eight years following the date of acquisition of such Collateral Loan, except for a Long Dated Loan subject to clause (n) of the Concentration Limitations;
(w)unless otherwise approved in writing by the Administrative Agent, the acquisition price (exclusive of the portion thereof attributable to accrued interest) of such Collateral Loan paid by the Borrower therefor is not less than 80% of the Principal Balance thereof;
(x)is not a Prohibited Obligation;
(y)is not a Cov-Lite Loan unless it is an Eligible Cov-Lite Loan;
(z)unless such loan is a Recurring Revenue Loan, the Obligor of such loan has a trailing twelve month EBITDA of at least $20,000,000 determined at the time of such acquisition or origination based on the most recent financial information provided by the Obligor prior to the Borrower's purchase or origination thereof and relied upon for the Services Provider's investment decision;
(aa)unless such loan is a Recurring Revenue Loan, the Obligor of such Collateral Loan has a Senior Net Leverage Ratio not greater than 8.0x at the time of acquisition; and
(ab)if such loan is a Recurring Revenue Loan, the Obligor of such Collateral Loan has an Effective LTV less than 40% at the time of acquisition.
“Collateral Quality Test” means a test that is satisfied if, as of any date of determination, in the aggregate, the Collateral Loans owned (or in relation to a proposed acquisition of a Collateral Loan, both owned and proposed to be owned) by the Borrower satisfy each of the tests set forth below, calculated in each case in accordance with Section 1.3:
(ac)the Minimum Weighted Average Spread Test;
(ad)the Maximum Weighted Average Life Test;
(ae)the Maximum S&P Weighted Average Rating Factor Test; and
(af)the Minimum Weighted Average Coupon Test.
“Collateral Report” has the meaning set forth in Section 5.1(h).
“Collateral Report Determination Date” means the fifth Business Day of each calendar month.
“Collection Account” has the meaning specified in Section 8.2(a).
“Collections” means, with respect to any Collateral, all principal payments, interest payments, fees and other payments received by the Borrower with respect thereto and all other amounts paid with respect to such Collateral that are payable to the Borrower, including dividends of any type, distributions with respect thereto and any proceeds of collateral for, or any guaranty of, such Collateral or the relevant Obligor’s obligation to make payments with respect thereto.
“Commitment Period” means the period commencing on the 2025 Closing Date and ending on the earliest of:
(ag)the time at which the Revolving Commitments are terminated or reduced to zero as provided in this Agreement (whether pursuant to Article II, Article VI or otherwise); and
(ah)the last day of the Reinvestment Period.
“Commitment Reduction Amount” has the meaning set forth in Section 2.7(a)(ii).
“Commitment Shortfall” means the amount by which (a) the aggregated Unfunded Amount exceeds (b) the sum of (i) the Undrawn Commitment, plus (ii) amounts on deposit in the Collection Account, including Eligible Investments credited thereto, representing Principal Proceeds, plus (iii) amounts on deposit in the Unfunded Exposure Account, including Eligible Investments credited thereto.
“Commodity Exchange Act” means the Commodity Exchange Act of 1936, as amended.
“Competitor” means (a) any Person primarily engaged in the business of private asset management as a business development company, mezzanine fund, private debt fund, hedge fund or private equity fund, which is in direct or indirect competition with the Borrower, the Services Provider, or any Affiliate thereof that is an investment advisor, (b) any Person controlled by, or controlling, or under common control with, a Person referred to in clause (a) above, or (c) any Person for which a Person referred to in clause (a) above serves as an investment advisor with discretionary investment authority; provided that, in no event shall the term “Competitor” include any commercial bank, investment bank or insurance company (including any investment account or fund managed by such insurance company’s advisor unless such investment account or fund is investing in a separately managed account, a fund or other vehicle advised by any Person that would otherwise be a Competitor).
“Concentration Limitations” means limitations that are satisfied if, as of any required date of determination hereunder, in the aggregate, the Maximum Principal Balance of the Collateral Loans owned (or, in relation to a proposed acquisition of a Collateral Loan, proposed to be owned) by the Borrower comply with all of the requirements set forth below, calculated as a percentage of Total Capitalization (unless otherwise specified) and in each case in accordance with the procedures set forth in Section 1.3:
(ai)not more than 12.5% consist of Collateral Loans with Obligors in any one End User Industry, except that (i) up to 20.0% may consist of Collateral Loans with Obligors in any one End User Industry (other than “Oil, Gas & Consumable Fuels”) and (ii) up to 15.0% may consist of Collateral Loans with Obligors in any two End User Industries;
(aj)not more than 5.0% consist of obligations of any one Obligor (and Affiliates thereof); provided that, without duplication, (i) the largest single Obligor (and its Affiliates) may constitute up to 10.0%, (ii) the second largest single Obligor (and its Affiliates) may constitute up to 8.0% and (iii) the third largest single Obligor (and its Affiliates) may constitute up to 7.0%;
(ak)not more than 35.0% consist of Recurring Revenue Loans;
(al)as of the date of acquisition, not more than 20.0% consist of Recurring Revenue Loans with a Recurring Revenue Multiple greater than 2.50x;
(am)as of the date of acquisition, not more than 20.0% shall consist of Collateral Loans (excluding any Recurring Revenue Loans) with a Senior Net Leverage Ratio greater than 6.0x;
(an)not more than 15.0% consist of First Lien/Last Out Loan and Second Lien Loans;
(ao)not more than 10.0% consist of Second Lien Loans;
(ap)not more than 5.0% consist of Fixed Rate Obligations;
(aq)not more than 5.0% consist of Current Pay Obligations;
(ar)not more than 15.0% consist of Collateral Loans that permit the payment of interest to be made less frequently than quarterly;
(as)not more than 12.0% consist of Revolving Collateral Loans and the unfunded portion of Delayed Funding Loans;
(at)(i) not more than 10.0% consist of Collateral Loans issued by Obligors Domiciled in an Approved Foreign Jurisdiction, in the aggregate and (ii) not more than the percentage listed below may consist of Collateral Loans whose Obligors are Domiciled in the country or countries set forth opposite each such percentage:
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|
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% Limit |
Country or Countries |
10.0% |
all countries (in the aggregate) other than the United States; |
2.5% |
any individual Group I Country; |
2.0% |
all Group II Countries in the aggregate; |
2.0% |
all Group III Countries in the aggregate; |
(au)not more than 35.0% consist of CCC Collateral Loans; provided that not more than 20.0% consist of CCC Collateral Loans that are not Recurring Revenue Loans;
(av)not more than 5.0% shall consist of Long Dated Loans;
(aw)as of the date of acquisition, not more than 15.0% shall consist of Collateral Loans (excluding any Recurring Revenue Loans) whose Obligors have a trailing twelve month EBITDA of less than $15,000,000;
(ax)as of the date of acquisition, not more than 25.0% consist of Collateral Loans with a Cash Interest Coverage Ratio below 1.5x at the time of acquisition;
(ay)not more than 15.0% consist of Cov-Lite Loans;
(az)(i) the Aggregate Participation Exposure is not more than 20.0% (excluding Participation Interests from the Parent) and (ii) as of the 2025 Closing Date, the Maximum Principal Balance of all 2025 Closing Date Participations is not more than 60.0%;
(ba)not more than 15.0% consist of Discount Loans;
(bb)not more than 5.0% consist of DIP Loans;
(bc)not more than 5.0% consist of PIK Loans that require (under the terms of the related underlying instruments) at all times the payment in cash of an interest rate of less than (i) in the case of a Floating Rate Obligation, the related benchmark plus 2.00% and (ii) in the case of a Fixed Rate Obligation, the zero-coupon swap rate for a 5 year maturity plus 2.00% per annum; and
(bd)not more than 15.0% consist of PIK Loans that require (under the terms of the related underlying instruments) at all times the payment in cash of an interest rate of (i) in the case of a Floating Rate Obligation, greater than the related benchmark plus 2.00% but less than the related benchmark plus 3.00% and (ii) in the case of a Fixed Rate Obligation, greater than the zero-coupon swap rate for a 5 year maturity plus 2.00% per annum but less than the zero-coupon swap rate for a 5 year maturity plus 3.00% per annum.
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“Constituent Documents” means, in respect of any Person, the certificate or articles of formation or organization, the limited liability company agreement, memorandum and articles of association, operating agreement, partnership agreement, joint venture agreement or other applicable agreement of formation or organization (or equivalent or comparable constituent documents) and other organizational documents and by-laws and any certificate of incorporation, certificate of formation, certificate of limited partnership and other agreement, or similar instrument filed or made in connection with its formation or organization, in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.
“Contingent Obligation” means, as to any Person, without duplication, (i) any contingent obligation of such Person required to be shown on such Person’s balance sheet in accordance with GAAP, and (ii) any obligation of such Person required to be disclosed in the footnotes to such Person’s financial statements in accordance with GAAP, guaranteeing partially or in whole any non-recourse Indebtedness, lease, dividend or other obligation, exclusive of contractual indemnities (including, without limitation, any indemnity or price-adjustment provision relating to the purchase or sale of securities or other assets) and guarantees of non-monetary obligations (other than guarantees of completion) which have not yet been called on or quantified, of such Person or of any other Person. The amount of any Contingent Obligation described in clause (ii) shall be deemed to be (a) with respect to a guaranty of interest or interest and principal, or operating income guaranty, the sum of all payments required to be made thereunder (which in the case of an operating income guaranty shall be deemed to be equal to the debt service for the note secured thereby), calculated at the applicable interest rate, through (i) in the case of an interest or interest and principal guaranty, the stated date of maturity of the obligation (and commencing on the date interest could first be payable thereunder), or (ii) in the case of an operating income guaranty, the date through which such guaranty will remain in effect, and (b) with respect to all guarantees not covered by the preceding clause (a), an amount equal to the stated or determinable amount of the primary obligation in respect of which such guaranty is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and on the footnotes to the most recent financial statements of the Borrower required to be delivered pursuant to Section 5.1 hereof. Notwithstanding anything contained herein to the contrary, guarantees of completion shall not be deemed to be Contingent Obligations unless and until a claim for payment or performance has been made thereunder by the person entitled to performance or payment thereunder, at which time any such guaranty of completion shall be deemed to be a Contingent Obligation in an amount equal to any such claim. Subject to the preceding sentence, (i) in the case of a joint and several guaranty given by such Person and another Person (but only to the extent such guaranty is directly or indirectly recourse to such Person), the amount of the guaranty, to the extent it is directly or indirectly recourse to such Person, shall be deemed to be 100% thereof unless and only to the extent that such other Person has delivered Cash or cash equivalents to secure all or any part of such Person’s guaranteed obligations and (ii) in the case of any other guaranty, (whether or not joint and several) of an obligation otherwise constituting Indebtedness of such Person, the amount of such guaranty shall be deemed to be only that amount in excess of the amount of the obligation constituting Indebtedness of such Person.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and the terms “Controlled” and “Controlling” shall have correlative meanings.
“Controlled Affiliate” means, with respect to any Person, any Affiliate of such Person that is Controlled by such Person.
“Controlled Entity” means (i) any of the Borrower’s Controlled Affiliates, (ii) any of Services Provider’s Controlled Affiliates and (iii) the Parent and its Controlled Affiliates.
“Corporate Services Agreement” means the Corporate Services Agreement dated as of the date hereof between the Borrower and the Services Provider, as amended from time to time in accordance with the terms hereof and thereof.
“Corporate Trust Office” means the corporate trust office of the Collateral Agent currently located at 1776 Heritage Drive, North Quincy, MA 02171, Attention: Structured Trust & Analytics or such other address as the Collateral Agent may designate from time to time by notice to the Borrower, the Administrative Agent and the Lenders or the principal corporate trust office of any successor Collateral Agent.
“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.
“Cov-Lite Loan” means a Collateral Loan the Related Contracts for which do not require the Obligor thereunder to comply with any Maintenance Covenant (regardless of whether compliance with one or more Incurrence Covenants is otherwise required by such Related Contracts); provided that, notwithstanding the foregoing, a Collateral Loan shall be deemed for all purposes (other than the S&P Recovery Rate for such Collateral Loan) not to be a Cov-Lite Loan if the Related Contracts for such Collateral Loan contain a cross-default or cross acceleration provision to, or such Collateral Loan is pari passu with, another loan, debt obligation or credit facility of the underlying Obligor that contains one or more Maintenance Covenants.
“Covered Accounts” means, collectively, the Collection Account, the Custodial Account, the Unfunded Exposure Account, the Payment Account and any subaccounts of each of the foregoing.
“Credit Estimate” means, with respect to any Collateral Loan, a credit estimate obtained from S&P in accordance with the S&P’s “Credit FAQ: Anatomy Of A Credit Estimate: What It Means And How We Do It” dated January 14, 2021 (as the same may be amended or updated from time to time) and any other available information S&P reasonably requests in order to produce a credit estimate for a particular asset.
“Credit Improved Loan” means any Collateral Loan that, in the Services Provider’s reasonable business judgment applying the Servicing Standard has significantly improved in credit quality from the condition of its credit at the time of acquisition, which judgment may (but need not) be based on one or more of the following facts and will not be called into question as a result of subsequent events:
(be)the Obligor in respect of such Collateral Loan has shown improved financial results since the published financial reports first produced after it was acquired by the Borrower;
(bf)the Obligor in respect of such Collateral Loan since the date on which such Collateral Loan was acquired by the Borrower has raised significant equity capital or has raised other capital that has improved the liquidity or credit standing of such Obligor; or
(bg)with respect to which one or more of the following criteria applies in respect of such Collateral Loan: (i) such Collateral Loan has been upgraded or put on a watch list for possible upgrade by S&P since the date on which such Collateral Loan was acquired by the Borrower; (ii) the proceeds from a sale of such Collateral Loan would be at least 101% of its purchase price; (iii) the price of such Collateral Loan has changed during the period from the date on which it was acquired by the Borrower to the proposed sale date by a percentage either more positive, or less negative, as the case may be, than the percentage change in the average price of the applicable Eligible Loan Index plus 0.25% over the same period; or (iv) the price of such Collateral Loan changed during the period from the date on which it was acquired by the Borrower to the date of determination by a percentage either more positive, or less negative, as the case may be, than the percentage change in a nationally recognized loan index selected by the Borrower or the Services Provider over the same period plus 0.50%.
“Credit Risk Loan” means a Collateral Loan that is not a Defaulted Loan but which has, in the Services Provider’s reasonable business judgment applying the Servicing Standard (which judgment will not be called into question as a result of subsequent events), a significant risk of declining in credit quality and, with lapse of time, becoming a Defaulted Loan, and is designated as a “Credit Risk Loan” by the Borrower or the Services Provider.
“Current Pay Obligation” means a Collateral Loan that would otherwise be a Defaulted Loan as to which (i) all scheduled interest and principal payments due (other than those due as a result of any bankruptcy, insolvency, receivership or other analogous proceeding) were paid in Cash and the Borrower or the Services Provider reasonably expects, that the remaining scheduled interest and principal payments due will be paid in cash, (ii) the S&P Rating of such Collateral Loan is at least “CCC” and is not on a watch list for possible downgrade; (iii) the Market Value (which is not determined pursuant to clause (d) or subclause (iii) in the proviso of clause (c) of the definition thereof) of such Collateral Loan is at least 80% of par; and (iv) if the Obligor of such Collateral Loan is the subject of a bankruptcy, insolvency, receivership or other analogous proceeding, the bankruptcy court or other authorized official has authorized the payment of interest and/or principal and other amounts due and payable on such Collateral Loan and no such payments that are due and payable are unpaid; provided that to the extent that more than 5.0% of Total Capitalization would otherwise constitute Current Pay Obligations, one or more Collateral Loans (or portions thereof, as applicable) having a Maximum Principal Balance at least equal to such excess shall be deemed not to constitute Current Pay Obligations and shall instead constitute Defaulted Loans.
“Current Portfolio” means, at any time, the portfolio of Collateral Loans and Eligible Investments representing Principal Proceeds, then held by the Borrower.
“Custodial Account” means a custodial account at the Custodian, established in the name of the Collateral Agent pursuant to Section 8.4(a).
“Custodian” has the meaning set forth in Section 8.4(a).
“Daily Report” has the meaning set forth in Section 8.9(a).
“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day, a “SOFR Determination Date”) that is five U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website and (b) the Floor. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.
“DBRS” means DBRS Morningstar and any successor thereto.
“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless waived in accordance with Section 12.5 or cured, become an Event of Default.
“Defaulted Loan” means any Collateral Loan as to which:
(bh)a default as to the payment of principal and/or interest has occurred and is continuing with respect to such Collateral Loan (without regard to any grace period applicable thereto, or waiver thereof, after the passage of five Business Days in the case of interest or three Business Days in the case of principal if the Borrower or the Services Provider determines that such default is unrelated to credit-related causes (which determination shall be reported in the next Collateral Report required to be delivered pursuant to Section 5.1(h)), but in no case beyond the passage of any grace period applicable thereto);
(bi)the Borrower or the Services Provider has received written notice or a Senior Authorized Officer of the Borrower or the Services Provider has actual knowledge that a default as to the payment of principal and/or interest has occurred and is continuing on another debt obligation of the same Obligor that is senior or pari passu in right of payment to such Collateral Loan (in each case, after the passage of three Business Days if the Borrower or the Services Provider determines that such default is unrelated to credit-related causes (which determination shall be reported in the next Collateral Report required to be delivered pursuant to Section 5.1(h) but only to the extent the Borrower or the Services Provider has been notified or otherwise has knowledge of such default), but in no case beyond the passage of any grace period applicable thereto; provided that both the Collateral Loan and such other debt obligation are full recourse obligations of the applicable Obligor);
(bj)except in the case of a Current Pay Obligation, the Obligor in respect of such Collateral Loan has, or others have, instituted proceedings to have such Obligor adjudicated as bankrupt or insolvent or placed into receivership and such proceedings have not been stayed or dismissed, or such Obligor has filed for protection under Chapter 11 of the Bankruptcy Code;
(bk)the Obligor with respect to such Collateral Loan has an S&P Rating (or the equivalent rating from Moody’s) of “D”, “SD” or lower than “CC” or had any such rating immediately before such rating was withdrawn by S&P;
(bl)the Borrower or the Services Provider has received notice or a Senior Authorized Officer of the Borrower or the Services Provider has actual knowledge that another debt obligation of the same Obligor that is senior or pari passu in right of payment to such Collateral Loan has an S&P Rating (or the equivalent rating from Moody’s) of “D”, “SD” or lower than “CC” or had any such rating immediately before such rating was withdrawn by S&P, and such other debt obligation remains outstanding; provided that both the Collateral Loan and such other debt obligation are full recourse obligations of the applicable Obligor;
(bm)a default with respect to which the Borrower or the Services Provider has received written notice, or a Senior Authorized Officer of the Borrower or the Services Provider has actual knowledge, that a default has occurred under the Related Contracts and any applicable grace period has expired and the holders of such Collateral Loan have accelerated the repayment of the Collateral Loan (but only until such acceleration has been rescinded) in the manner provided in the Related Contracts;
(bn)such Collateral Loan is a Participation Interest (until it is elevated or converted to an assigned loan) with respect to which the related Selling Institution has defaulted in any material respect in the performance of any of its payment obligations under the Participation Interest;
(bo)such Collateral Loan is a Participation Interest (until it is elevated or converted to an assigned loan) in a loan that would, if such loan were a Collateral Loan, constitute a “Defaulted Loan” (other than under this clause (h)) or with respect to which the Selling Institution has an S&P Rating (or the equivalent rating from Moody’s) of “D”, “SD” or lower than “CC” or had such rating immediately before such rating was withdrawn by S&P;
(bp)the Borrower or the Services Provider (in accordance with the Servicing Standard) has otherwise declared such Collateral Loan to be a “Defaulted Loan”;
(bq)the Services Provider (in accordance with the Servicing Standard) has determined that such Collateral Loan is not collectible, is subject to any material non-credit related risk, has been placed on non-accrual status by the Services Provider or has been written-off or charged-off in whole or in part; or
(br)such Collateral Loan is deemed a Defaulted Loan pursuant to Section 5.19;
provided that Current Pay Obligations (or portions thereof, as applicable) in excess of 5.0% of Total Capitalization shall be deemed to be Defaulted Loans as set forth in the proviso in the definition of “Current Pay Obligation”.
“Defaulting Lender” means a Lender that has at any time (i) failed to fund all or any portion of its Loans when and as required hereunder (other than failures to fund (a) solely as a result of a bona fide dispute as to whether the conditions to borrowing were satisfied on the relevant Borrowing Date, but only for such time as such Lender is continuing to engage in good faith discussions regarding the determination or resolution of such dispute, and such Lender has notified the Administrative Agent in writing of its intention not to fund and has specifically identified such condition precedent to funding that was not satisfied, or (b) solely as a result of a failure to disburse due to an administrative error or omission by such Lender, and such failure is cured within five Business Days after such Lender receives written notice or has actual knowledge of such administrative error or omission), (ii) has notified the Borrower and the Administrative Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s dispute as to the satisfaction of any condition precedent pursuant to the foregoing clause (a)) or generally under other agreements under which it shall have committed to extend credit or (iii) has (or has a parent company) become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding or become the subject of a Bail-In Action, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
“Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.
“Delaware LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.
“Delayed Funding Loan” means a Collateral Loan pursuant to which one or more future advances will be required to be made to the Obligor thereunder but which does not permit any such advance that has been made to be reborrowed once repaid by the Obligor; provided that such loan shall only be considered to be a Delayed Funding Loan to the extent of the unfunded commitment and only for so long as any future funding obligations remain in effect.
“DIP Loan” means any interest in a loan or financing facility which is an obligation of either a debtor in possession as described in Section 1107 of the Bankruptcy Code or a trustee (if appointment of such trustee has been ordered pursuant to Section 1104 of the Bankruptcy Code).
“Discount Loan” means any Collateral Loan that is acquired by the Borrower for a purchase price paid by the Borrower to the seller of such Collateral Loan of less than 90% of the principal balance of such Collateral Loan; provided that such Collateral Loan shall cease to be a Discount Loan at such time as the Market Value (expressed as a percentage of the par amount of such Collateral Loan) determined for such Collateral Loan, equals or exceeds 90.0% for one quarterly valuation date as determined by third party marks received from Kroll, Inc.
“Discretionary Sale” has the meaning set forth in Section 10.1(a)(v).
“Distribution” means any payment of principal or interest or any dividend or premium payment made on, or any other distribution in respect of, a Collateral Loan or other security.
“Diversity Score” means a single number that indicates collateral concentration in terms of both issuer and industry concentration, calculated as set forth on Schedule C hereto.
“Document Checklist” means, for any Collateral Loan, an electronic or hard copy list, substantially in the form attached hereto as Exhibit J delivered by the Borrower (or the Services Provider on behalf of the Borrower) to the Document Custodian (with a copy to the Collateral Agent) that identifies the Collateral Loan, the applicable Obligor and each of the Related Contracts that shall be delivered to the Document Custodian by the Borrower, and whether each such document is an original or a copy.
“Document Custodian” means State Street Bank and Trust Company, in its capacity as document custodian under this Agreement, and its successors in such capacity.
“Document Custodian Fee” means the fee payable to the Document Custodian in arrears on each Quarterly Payment Date in an amount specified in the Document Custodian Fee Letter.
“Document Custodian Fee Letter” means the fee letter dated as of the 2025 Closing Date, between the Borrower and the Document Custodian, as amended, restated, supplemented or otherwise modified from time to time.
“Document Custodian Office” has the meaning assigned to such term in Section 14.1(b).
“Document Custodian Termination Notice” has the meaning set forth in Section 14.9(a).
“Dollars” and “$” mean lawful money of the United States of America.
“Domicile” or “Domiciled” means, with respect to any Obligor with respect to a Collateral Loan, its country of organization or incorporation.
“Due Date” means each date on which a Distribution is due on a Collateral Loan.
“Due Period” means, with respect to any Quarterly Payment Date, the period commencing on the day following the last day of the immediately preceding Due Period (or, in the case of the initial Due Period, the period commencing on the 2025 Closing Date) and ending on (and including) the Calculation Date immediately preceding such Quarterly Payment Date (or, in the case of the Due Period that is applicable to the Quarterly Payment Date occurring on the Stated Maturity, ending on the day preceding such Quarterly Payment Date).
“EBITDA” means earnings before interest, taxes, depreciation and amortization (determined, for any Collateral Loan, in the manner provided in the Related Contracts) and in any case that “EBITDA,” “Adjusted EBITDA” or such comparable definition is not defined in such Related Contracts, an amount, for the principal Obligor on such Collateral Loan and any of its parents or Subsidiaries that are obligated pursuant to the Related Contracts for such Collateral Loan (determined on a consolidated basis without duplication in accordance with GAAP) equal to net income from continuing operations for such period plus (a) cash interest expense, (b) income taxes, (c) depreciation and amortization for such period (to the extent deducted in determining earnings from continuing operations for such period), (d) amortization of intangibles (including, but not limited to, goodwill, financing fees and other capitalized costs), to the extent not otherwise included in clause (c) above, other noncash charges and organization costs, (e) losses of an unusual nature or of infrequent occurrence in accordance with GAAP, and (f) any other item the Borrower and the Administrative Agent mutually deem to be appropriate.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution to the extent such public administrative authority or Person has the authority to exercise Write-Down and Conversion Powers.
“Effective LTV” means, with respect to any Collateral Loan as of the date of acquisition by the Borrower, as determined by the Services Provider pursuant to its underwriting standards and procedures, a ratio of (a) the excess of the total indebtedness of the related Obligor for borrowed money, minus cash on the balance sheet of such Obligor divided by (b) the Enterprise Value of the related Obligor.
“Eligibility Criteria” means, as of (i) the date of each acquisition of a debt obligation and (ii) each applicable Borrowing Date, each of the following:
(a)each Concentration Limitation is satisfied immediately after giving effect to such acquisition or applicable Borrowing (or, in the case of an acquisition (but not a Borrowing) if not satisfied immediately after such acquisition, compliance with such Concentration Limitation is maintained or improved after giving effect to such acquisition);
(b)each component of the Collateral Quality Test is satisfied immediately after giving effect to such acquisition or Borrowing (or, in the case of an acquisition (but not a Borrowing), if not satisfied immediately after such acquisition, compliance with the Collateral Quality Test is maintained or improved after giving effect to such acquisition);
(c)the Overcollateralization Ratio Test is satisfied immediately prior to and after giving effect to such acquisition or Borrowing (or, in the case of an acquisition (but not a Borrowing), if not satisfied immediately prior to such acquisition, compliance with the Overcollateralization Ratio Test is maintained or improved after giving effect to such acquisition);
(d)each of the criteria in the definition of “Collateral Loan” is satisfied with respect to such acquisition of a debt obligation; provided that, for the avoidance of doubt, for purposes of determining whether the Eligibility Criteria have been satisfied, such criteria shall only be tested as of the date of such acquisition of such debt obligation and shall not be retested on any Borrowing Date or the date of any repurchase or substitution with respect to assets not acquired on such date; and
(e)no Event of Default has occurred and is continuing immediately after giving to such origination, acquisition or applicable Borrowing.
“Eligible Account Bank” means, with respect to any specified account, a financial institution:
(f)that if such account is a fully segregated trust account with the trust department or corporate trust department of such financial institution, has a long-term debt rating of at least “A” and a short-term debt rating of at least “A-1” by S&P (or at least “A+” by S&P if such institution has no short-term rating); provided that if such financial institution ceases to have a long-term debt rating of at least “A” and a short-term debt rating of at least “A-1” by S&P (or at least “A+” by S&P if such institution has no short-term rating), it is replaced within 60 days by a financial institution with long-term debt rating of at least “A” and a short-term debt rating of at least “A-1” by S&P (or at least “A+” by S&P if such institution has no short-term rating); or
(g)as to which the Borrower and the Majority Lenders have consented to such financial institution constituting an “Eligible Account Bank” hereunder.
(h)“Eligible BOTFC Successor” means an entity (1) that is legally qualified and has the capacity to act as Services Provider under the Corporate Services Agreement or Transferor under the Purchase and Sale Agreement, as applicable, in the assumption of all of the responsibilities, duties and obligations of the Services Provider under this Agreement and under the Corporate Services Agreement, as applicable, or the Transferor under the Purchase and Sale Agreement, as applicable, and (2) the appointment of which will not cause either of the Borrower or the pool of Collateral Loans to become required to register under the provisions of the Investment Company Act.
(i)“Eligible Cov-Lite Loan” means a Cov-Lite Loan that is a Senior Secured Loan that is not a Recurring Revenue Loan.
“Eligible Investment Required Ratings” means, in the case of each Eligible Investment, a short‑term credit rating of at least “A-1” (or, in the absence of a short-term credit rating, “AA-” or better) from S&P.
“Eligible Investments” means any investment denominated in Dollars that, at the time it is delivered to the Collateral Agent (directly or through a financial intermediary or bailee), is one or more of the following obligations or securities:
(i)direct Registered obligations of, and Registered obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States of America or any agency or instrumentality of the United States of America the obligations of which are expressly backed by the full faith and credit of the United States of America;
(ii)demand and time deposits in, certificates of deposit of, trust accounts with, bankers’ acceptances issued by, or federal funds sold by any depositary institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities so long as the commercial paper and/or the debt obligations of such depositary institution or trust company (or, in the case of the principal depositary institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment have the Eligible Investment Required Ratings;
(iii)non-extendable commercial paper or other short-term obligations with the Eligible Investment Required Ratings and that either bear interest or are sold at a discount from the face amount thereof and have a maturity of not more than 183 days from their date of issuance;
(iv)money market funds which funds have, at all times, the highest Moody’s credit rating assignable at such time and credit ratings of “AAAm” by S&P;
(v)any other investment similar to those described in clauses (i) through (iv) above which (a) has the Eligible Investment Required Ratings at the time of such investment and (b) has been approved by the Majority Lenders;
and, in the case of (i) through (iii) and (v) above, with a stated maturity (after giving effect to any applicable grace period) no later than the earlier of (x) the date that is 60 days after the date of investment and (y) the Business Day immediately preceding the Quarterly Payment Date next following the Interest Period in which the date of investment occurs (unless such Eligible Investments are issued by the Collateral Agent in its capacity as a banking institution, in which event such Eligible Investments may mature on such Quarterly Payment Date); provided that none of the foregoing obligations or securities shall constitute Eligible Investments if (a) such obligation or security has an “f”, “r”, “p”, “pi”, “q” or “t” subscript assigned by S&P, (b) all, or substantially all, of the remaining amounts payable thereunder consist of interest and not principal payments, (c) such obligation or security is subject to any withholding tax unless the issuer of the security is required to make “gross-up” payments or pay “additional amounts” in respect of, or otherwise compensate the holder of such security for, the full amount of such withholding tax for any reason (other than withholding taxes imposed under FATCA), (d) such obligation or security is secured by real property, (e) such obligation or security is purchased at a price greater than 100% of the principal or face amount thereof, (f) such obligation or security is subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action or (g) in the Borrower’s or the Services Provider’s judgment, such obligation or security is subject to material non-credit related risks. Eligible Investments may include, without limitation, those investments for which an Agent or an affiliate of an Agent provides services. Any investment, which otherwise qualifies as an Eligible Investment, may (1) be made by the Collateral Agent or any of its Affiliates and (2) be made in securities of any entity for which the Collateral Agent or any of its Affiliates receives compensation or serves as offeror, distributor, investment adviser or other service provider.
“Eligible Loan Index” means, with respect to each Collateral Loan, one of the following indices as selected by the Borrower or the Services Provider upon the acquisition of such Collateral Loan: the Credit Suisse Leveraged Loan Indices, the Deutsche Bank Leveraged Loan Index, the Goldman Sachs/Loan Pricing Corporation Liquid Leveraged Loan Index, the Bank of America Securities Leveraged Loan Index, the S&P/LSTA Leveraged Loan Indices or any other nationally recognized loan index subject to the consent of the Majority Lenders with written notice thereof to be provided to the applicable Rating Agency (collectively, the “Approved Indices”); provided that the Borrower or the Services Provider may change the index applicable to a Collateral Loan to another of the Approved Indices at any time following the acquisition thereof after giving written notice to the Administrative Agent and the Collateral Agent.
“End User Industries” means each industry identified on Schedule B; provided that, for Collateral Loans in the “Software” Industry Classification, the
Services Provider may assign such Collateral Loan to the industry classification group based on the predominant end-user of the applicable Obligor’s product.
“Enforcement Event” has the meaning set forth in Section 6.2(b).
“Enterprise Value” means, with respect to any Collateral Loan as of the date of acquisition by the Borrower, an amount as determined by the Services Provider pursuant to its underwriting standards and procedures, for the related Obligor equal to the sum of (x) the market value of the equity capital of the Obligor and (y) the excess of the market value of such Obligor’s total indebtedness over cash on the balance sheet of such Obligor.
“Environmental Claim” means, with respect to any Person, any written notice, claim, demand or similar communication by any other Person having jurisdiction alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damage, property damages, personal injuries, fines or penalties arising out of, based on or resulting from (i) the presence, or release into the environment, of any Hazardous Substances at any location, whether or not owned by such Person or (ii) circumstances forming the basis of any violation, of any applicable Environmental Law, in each case as to which there is a reasonable likelihood of an adverse determination with respect thereto and which, if adversely determined, would have a Material Adverse Effect.
“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof.
“Equity Cure Notice” means a notice from the Parent to the Administrative Agent which satisfies each of the following conditions:
(a)such notice is delivered to the Administrative Agent not later than two (2) Business Days following a Calculation Date on which the Overcollateralization Ratio is less than 130.0%; and
(b)such notice sets for the evidence satisfactory to the Administrative Agent that the Parent has requested capital from investors or drawn on any liquidity sources (including credit facilities at the Parent level) in an aggregate amount sufficient to cure such event, and such proceeds will be contributed by the Parent to the Borrower.
“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.
“Equity Security” means any equity security or any other security or loan that is not eligible for acquisition by the Borrower as a Collateral Loan and any security acquired by the Borrower as part of a “unit” with a Collateral Loan and which itself is not eligible for acquisition by the Borrower as a Collateral Loan.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.
“ERISA Group” means each controlled group of corporations or trades or businesses (whether or not incorporated) under common control that is treated as a single employer under Section 414(b) or (c) or, for the purposes of Section 412 of the Code and Section 302 of ERISA, (m) or (o) of the Code, with the Borrower.
“Erroneous Payment” has the meaning assigned to it in Section 7.9.
“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 7.9.
“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 7.9.
“Erroneous Payment Notice” has the meaning assigned to it in Section 7.9.
“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 7.9.
“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 7.9.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
“Event of Default” has the meaning set forth in Section 6.1.
“Excess Concentration Amount” means, at any time in respect of which any one or more of the Concentration Limitations are exceeded, the portions (calculated without duplication) of each Collateral Loan that cause such Concentration Limitations to be exceeded, as calculated by the Services Provider.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, all as from time to time in effect, or any successor law, rules or regulations, and any reference to any statutory or regulatory provision shall be deemed to be a reference to any successor statutory or regulatory provision.
“Excess Reserve Amount” means, on any date, the excess (if any) of:
(a)the amount standing to the credit of the Unfunded Exposure Account on such date; over
(b)(i) the aggregate Unfunded Amount on such date minus (ii) if such date is prior to the end of the Commitment Period, the aggregate Undrawn Commitment on such date.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to each Lender and the Administrative Agent or required to be withheld or deducted from a payment to such Person, (i) Taxes imposed on or measured by its net income (however denominated), franchise Taxes, and branch profits Taxes, in each case (A) imposed as a result of any Lender or the Administrative Agent (as the case may be) being organized under the laws of, or having its principal office or, in the case of each Lender, its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) in the case of each Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (y) such Lender acquires such interest in the Loan (other than pursuant to an assignment request by the Borrower under Section 11.5(b)) or (z) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 11.3, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (iii) Taxes attributable to such Lender or the Administrative Agent’s failure to comply with Section 11.3(g) and (iv) any withholding Taxes imposed under FATCA.
“Exposure Amount” as of any date means, with respect to any Revolving Collateral Loan or Delayed Funding Loan, the excess of (a) the Borrower’s maximum funding commitment thereunder over (b) the Principal Balance of such Revolving Collateral Loan or Delayed Funding Loan. For the avoidance of doubt, Exposure Amounts in respect of a Defaulted Loan shall be included in the calculation of the Exposure Amount if the Borrower is at such time subject to contractual funding obligations with respect to such Defaulted Loan and such obligation has not ceased to be enforceable under the U.S. Bankruptcy Code.
“Facility” means the credit facility to be provided to the Borrower pursuant to, and in accordance with, this Agreement.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
“Federal Funds Rate” means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the FRBNY on the Business Day next succeeding such day; provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average (rounded upward, if necessary, to the next 1/100th of 1%) of the quotations for such day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Notwithstanding the foregoing or any other provision of this Agreement, the rate calculated pursuant to this definition shall not be less than 0%.
“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.
“Fee Proceeds” means all amounts in the Collection Account representing upfront, commitment, amendment and waiver, late payment (including compensation for delayed settlement or trades), anniversary, annual, facility, prepayment, redemption, call premium or any other fees of any type received by the Borrower in respect of any Collateral Loan and any excess, with respect to participation interests in Collateral Loans which have been sold by the Borrower, of the interest paid by the applicable Obligor in respect of the portion of such Collateral Loan that is the subject of such participation interest over the amount of interest required to be paid by the Borrower to the purchaser of such participation interest pursuant to the underlying participation agreement; provided that Fee Proceeds shall not include any reimbursement of expenses payable by the Borrower to third parties, including legal fees, that may be received by the Borrower from any Obligor or any fees received in connection with the reduction of principal of the related Collateral Loan.
Fee Proceeds shall in all cases constitute Interest Proceeds.
“Financial Sponsor” means any Person whose principal business activity is acquiring, holding, and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities with separate management, books and records and bank accounts, whose operations are not integrated with one another and whose financial condition and creditworthiness are independent of the other companies in which such Person so owns an interest.
“First Lien/Last Out Loan” means a loan (or a participation interest therein) that (a) satisfies the requirements set forth in clauses (b), (c) and (d) of the definition of “Senior Secured Loan”, (b) would satisfy the requirement set forth in clause (a) of such definition but for the fact that, following an event of default under the applicable Related Contract, such Collateral Loan becomes fully subordinated to other senior secured loans under the applicable Related Contract and is not entitled to any payments until such other senior secured loans are paid in full, so long as (c) prior to an Event of Default under the applicable Related Contract, such Collateral Loan is entitled to receive payments pari passu with such other senior secured loans.
“Fitch” means Fitch Ratings, Inc., Fitch Ratings Ltd. and their subsidiaries, including Derivative Fitch Inc. and Derivative Fitch Ltd. and any successor thereto.
“Fixed Rate Obligation” means any Collateral Loan that bears a fixed rate of interest.
“Floating Rate Obligation” means any Collateral Loan that bears a floating rate of interest.
“Floor” means the greater of (i) 0.0% and (ii) the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise). For the avoidance of doubt the initial Floor for Term SOFR shall be zero.
“Foreign Lender” means a Lender that is not a U.S. Person.
“Foreign Official” is defined in Section 4.22.
“FRBNY” means the Federal Reserve Bank of New York.
“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans or bonds.
“GAAP” means generally accepted accounting principles in effect from time to time in the United States.
“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“Grant” means to grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of set-off against, deposit, set over and confirm. A Grant of the Collateral, or of any other instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without limitation the immediate continuing right to claim for, collect, receive and receipt for principal and interest payments in respect of the Collateral, and all other monies payable thereunder, to give and receive notices and other communications, to give consents, waivers or make other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.
“Group I Country” means Australia, The Netherlands, New Zealand and the United Kingdom.
“Group II Country” means Germany, Sweden and Switzerland.
“Group III Country” means Austria, Belgium, Denmark, Finland, France, Luxembourg and Norway.
“Hague Convention” has the meaning set forth in Section 8.1(d).
“Haircut Obligations” means
(i)other than as set forth in clause (ii), any Excess Concentration Amounts only to the extent such Concentration Limitations were exceeded on the trade date for such Collateral Loan (or portions thereof); provided that, for the avoidance of doubt, to the extent such Collateral Loan (or portion thereof) ceases to exceed the Concentration Limitations after the trade date thereof, such Collateral Loan shall no longer constitute a “Haircut Obligation”;
(ii)any CCC Collateral Loans (or portions thereof) included in the CCC Excess; or
(iii)any Collateral Loan (1) that has its S&P Rating downgraded to “CCC” or lower or (2) the S&P Rating of such Collateral Loan is (x) “CCC+” or lower and (y) two or more subcategories below the S&P Rating at the time of acquisition.
“Hazardous Substances” means any toxic, radioactive, caustic or otherwise hazardous substance, identified as such as a matter of Environmental Law, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.
“Increased Costs” means any amounts due pursuant to Section 2.9 and/or Article XI.
“Incurrence Covenant” means a covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) only upon the occurrence of certain actions of the borrower, including a debt issuance, dividend payment, share purchase, merger, acquisition or divestiture.
“Indebtedness” of any Person means, without duplication, (a) as shown on such Person’s balance sheet (if any) (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property and (ii) all indebtedness of such Person evidenced by a note, loan agreement, bond, debenture or similar instrument (whether or not disbursed in full), (b) the face amount of all letters of credit issued for the account of such Person and, without duplication, all unreimbursed amounts drawn thereunder, (c) all Contingent Obligations of such Person, and (d) all payment obligations of such Person under any interest rate protection agreement (including, without limitation, any interest rate swaps, caps, floors, collars and similar agreements) and currency swaps and similar agreements which were not entered into specifically in connection with Indebtedness set forth in clauses (a), (b) or (c) hereof.
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Transaction Document and (b) to the extent not otherwise described in clause (a), Other Taxes.
“Indemnitee” has the meaning set forth in Section 12.3(b).
“Ineligible Asset” means an asset that fails to satisfy the Eligibility Criteria upon the acquisition of such asset.
“Initial Borrowing Date” means the Business Day on which the initial Borrowing occurs.
“Initial Borrowing Date Portfolio Condition” means the condition that is satisfied if on the first Borrowing Date, (i) the total Principal Collateralization Amount is greater than or equal to $100,000,000 and (ii) the pool of Collateral Loans includes 10 or more Obligors.
“Initial Lender” means MUFG Bank, Ltd. or any of its Affiliates.
“Interest” means, with respect to any period, the daily interest accrued on Loans during such period as provided for in Section 2.5.
“Interest Period” means, with respect to each Borrowing (a) the period from (and including) the date of such Borrowing to (but excluding) the following Calculation Date and (b) each successive period from (and including) the prior Calculation Date to (but excluding) the following Calculation Date until the principal of the Borrowing is repaid; provided that, (x) in the case of any Interest Period applicable to a prepayment of the Loans pursuant to Section 2.7(c)
or the Priority of Payments, such Interest Period shall end on the date of such prepayment and (y) in the case of the Interest Period applicable to the Quarterly Payment Date occurring on the Stated Maturity, such Interest Period shall end on such Quarterly Payment Date.
“Interest Proceeds” means, with respect to any Pledged Collateral (including Cash), (a) any payments with respect thereto that are attributable to interest or yield in accordance with the Related Contracts of such Pledged Collateral less any such amount that represents Principal Financed Accrued Interest, (b) all Fee Proceeds, (c) all cash capital contributions made to the Borrower that are designated as Interest Proceeds pursuant to Section 6.5 and (d) all funds on deposit in the Interest Reserve Account. No amounts that are required by the terms of any participation agreement to be paid by the Borrower to any Person to whom the Borrower has sold a participation interest shall constitute “Interest Proceeds” hereunder. Any amounts received in respect of any Defaulted Loan will constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all Collections in respect of such Defaulted Loan since it became a Defaulted Loan equals the Principal Balance of such Collateral Loan at the time it became a Defaulted Loan; thereafter, any such amounts will constitute Interest Proceeds. Any amounts received in respect of any Equity Security will constitute Principal Proceeds (and not Interest Proceeds).
“Interest Reserve Account” means the account established pursuant to Section 8.3(c).
“Investment Advisers Act” means the Investment Advisers Act of 1940, as amended.
“Investment Company Act” means the Investment Company Act of 1940, as amended.
“Investment Criteria Adjusted Balance” means, with respect to any Collateral Loan, the Principal Balance of such Collateral Loan; provided that for all purposes the Investment Criteria Adjusted Balance of any Discount Loan shall be the purchase price of such Discount Loan (after adding the amount of any subsequent borrowings and subtracting the amount of any subsequent repayments thereof).
“IRS” means the U.S. Internal Revenue Service.
“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
“Lender” means each Person that is listed as a “Lender” on the signature pages hereto, any Person that shall have become a party hereto pursuant to an Assignment and Assumption in respect of the Loans and, in each case, their respective successors, in each case other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption in respect of the Loans.
“Lender Fee Letter” means the letter agreement, dated as of the 2025 Closing Date, between the Borrower and the Lender.
“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, any Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.
“Loan Agreement” has the meaning assigned to such term in the recitals.
“Loan Assignment Agreement” has the meaning assigned to such term in Section 8.1(d).
“Loan” means any Revolving Loan.
“Long Dated Loan” means as of any date of determination, any debt obligation with a stated maturity after the Stated Maturity.
“Maintenance Covenant” means a covenant by any borrower to comply with one or more financial covenants (including, without limitation, any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) during each reporting period, whether or not such borrower has taken any specified action
“Majority Lenders” means the unaffiliated Lender or Lenders holding, collectively, more than 50% of the aggregate Undrawn Commitments and aggregate principal amount of all of the Loans outstanding at such time; provided that (i) for purposes of making any determination of Majority Lenders, the Undrawn Commitment of, and the portion of the Loans held or deemed held by, any Defaulting Lender shall be excluded (unless there are no Lenders that are not Defaulting Lenders at such time), (ii) the “Majority Lenders” shall always be deemed to include MUFG Bank, Ltd. and (iii) at any time when two or more unaffiliated Lenders are party to this Agreement, at least two unaffiliated Lenders shall be required to constitute “Majority Lenders”.
“Majority Revolving Lenders” means the Revolving Lender or Revolving Lenders holding, collectively, more than 50% of the aggregate undrawn portion of the Revolving Commitments and aggregate principal amount of all of the Revolving Loans outstanding at such time; provided that (i) for purposes of making any determination of Majority Revolving Lenders, the undrawn portion of the Revolving Commitment of, and the portion of the Revolving Loans held or deemed held by, any Defaulting Lender shall be excluded (unless there are no Lenders that are not Defaulting Lenders at such time), (ii) the “Majority Revolving Lenders” shall always be deemed to include MUFG Bank, Ltd. and (iii) at any time when two or more unaffiliated Revolving Lenders are party to this Agreement, at least two unaffiliated Revolving Lenders shall be required to constitute “Majority Revolving Lenders”.
“Margin Stock” shall have the meaning provided such term in Regulation U.
“Market Value” means, as of any date of determination, with respect to any loans or other assets, the amount determined by the Borrower or the Services Provider in accordance with the Servicing Standard equal to the product of the outstanding principal amount thereof and the price determined in the following manner:
(a)the bid-side quote determined by any of (i) Loan Pricing Corporation, LoanX Inc., MarkIt Partners, Mergent, Inc. or IDC or (ii) any other nationally recognized loan pricing service selected by the Borrower or the Services Provider with notice to the Lenders and the Administrative Agent; provided that the Majority Lenders may object to the selection of any loan pricing service selected pursuant to the immediately preceding clause (ii) within five Business Days after receipt of such notice (it being understood, for the avoidance of doubt, that the Majority Lenders may not object to any loan pricing service which is nationally recognized and reputable within the loan pricing market); provided further that, solely in the case of a Collateral Loan which is a Haircut Obligation, Defaulted Loan or Discount Loan, the Market Value shall be the most recent quarterly third party mark received from Kroll, Inc. for such Collateral Loan;
(b)if such quote or mark described in clause (a) is not available,
(i)the average of the bid-side quotes determined by three independent SEC-registered broker- dealers active in the trading of such asset;
(ii)if only two such bids can be obtained, the lower of the bid-side quotes of such two bids; or
(iii)if only one such bid can be obtained, such bid;
provided that a bid provided pursuant to this clause (b) shall not be from any of the Borrower, the Services Provider or any Affiliate of any thereof; or
(c)if the Market Value of an asset cannot be determined in accordance with clause (a) or (b) above, then the Market Value shall be the Appraised Value; provided that (i) the Appraised Value of such Collateral Loan has been obtained or updated within the immediately preceding four months, (ii) if the Appraised Value of a Collateral Loan is determined pursuant to clause (B) of the definition of “Appraised Value”, the Market Value of such Collateral Loan shall not exceed the aggregate principal amount thereof (or the portion thereof held by the Borrower) and (iii) if the Appraised Value has been requested but has not yet been received, for assets representing an aggregate of up to 5.0% of the Total Capitalization, the Market Value determined by the Services Provider exercising reasonable commercial judgment in accordance with the Servicing Standard, consistent with the manner in which it would determine the market value of an asset for purposes of other funds or accounts managed by it; provided that the Market Value of any such asset may not be determined in accordance with this subclause (iii) for more than 45 days; provided, further, that, for the avoidance of doubt, the Services Provider may, but shall not be required to, obtain an Appraised Value for any Collateral Loan;
(d)if such quote or bid described in clause (a), (b) or (c) is not available, then the Market Value of such Collateral Loan shall be the lower of (i) the Principal Balance of such Collateral Loan multiplied by the applicable S&P Recovery Rate for such Collateral Loan and (ii) if any, the Market Value determined by the Borrower or the Services Provider exercising reasonable commercial judgment in accordance with the Servicing Standard, consistent with the manner in which it would determine the market value of an asset for purposes of other funds or accounts managed by it; provided that if the Services Provider (or the investment adviser of the Services Provider) is not a registered investment adviser under the Investment Advisers Act, the Market Value of any such asset may not be determined in accordance with this clause (d) for more than 45 days; or
(e)if the Market Value of an asset cannot be determined in accordance with clause (a), (b), (c) or (d) above, then the Market Value shall be deemed to be zero until such determination is made in accordance with clause (a), (b), (c) or (d) above.
“Material Adverse Effect” means a material adverse effect on (a) the business, assets, financial condition or results of operations of the Borrower or the Services Provider (taken as a whole), (b) the ability of the Borrower or the Services Provider to perform its obligations under any of the Transaction Documents or (c) the rights, interests, remedies or benefits (taken as a whole) available to the Lenders or the Agents under the Transaction Documents.
“Material Change”: An event that occurs with respect to a Collateral Loan upon the occurrence of any of the following (a) non-payment of interest or principal, (b) the rescheduling of any interest or principal, (c) any covenant breach under the Related Contract which has not been cured under the terms of the Related Contract, (d) any restructuring of debt with respect to the Obligor of such Collateral Loan, (e) the addition of payment in kind terms, change in maturity date or any change in coupon rates (other than, with respect to changes to coupon rates, as provided for under the Related Contract as in effect prior to such addition or change) and (f) the occurrence of the significant sale or acquisition of assets by the Obligor, in each case, as determined by the Borrower in its commercially reasonable judgment.
“Maximum Portfolio Advance Rate” means the corresponding percentage for the Diversity Score set forth below:
|
|
|
|
|
|
Diversity Score |
Advance Rate |
< 6.0 |
0% |
> 6.0 and < 10.0 |
60.0% |
> 10.0 and < 15.0 |
62.0% |
> 15.0 |
65.0% |
“Maximum Principal Balance” means, as of any date of determination and with respect to all or any specified portion of the Collateral Loans, the sum of (a) the Principal Balance of such Collateral Loans as of such date and (b) the Exposure Amount of all Collateral Loans that are Revolving Collateral Loans or Delayed Funding Loans.
“Maximum S&P Weighted Average Rating Factor Test” means a test that will be satisfied on any Measurement Date if the S&P Weighted Average Rating Factor is less than or equal to 4000.
“Maximum Weighted Average Life Test” is a test satisfied on any Measurement Date if the Weighted Average Life of all Collateral Loans as of such date is less than or equal to (a) 7.5 years minus (b) the number of years (rounded to the nearest quarter) that have elapsed since the 2025 Closing Date.
“Measurement Date” means each Calculation Date, each day Collateral Loans are acquired or sold, each Collateral Report Determination Date and each day pursuant to the request of the Majority Lenders or the Rating Agency; provided that if any such date is not a Business Day, such Measurement Date shall be the next succeeding Business Day.
“Minimum Floating Spread” means 4.5%.
“Minimum Weighted Average Coupon Test” means a test that will be satisfied on any Measurement Date if the Weighted Average Coupon equals or exceeds 6%.
“Minimum Weighted Average Spread Test” means a test that will be satisfied on any Measurement Date if the Weighted Average Spread equals or exceeds the Minimum Floating Spread.
“Money” shall have the meaning specified in Section 1-201(24) of the UCC.
“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
“Multiemployer Plan” means at any time a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA to which the Borrower or a member of its ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions or to which the Borrower has any liability (including as a result of being a member of its ERISA Group).
“Net Aggregate Exposure Amount” means the excess (if any) of (i) the aggregate Unfunded Amount on such date over (ii) the sum of amounts on deposit in the Unfunded Exposure Account on such date.
“Non-Exempt Person” means any Person other than a Person who is (or, in the case of a Person that is a disregarded entity, whose owner is) either (a) a “United States person” within the meaning of Section 7701(a)(30) of the Code or (b) has provided to the Collateral Administrator for the relevant year such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and which pursuant to applicable provisions of (i) any income tax treaty between the United States and the country of residence of such Person, (ii) the Code and any successor statute or (iii) any applicable rules or regulations in effect under clauses (i) or (ii) above, permit the Collateral Administrator to make any payments free of any obligation or liability for withholding.
“Non-Recourse Party” has the meaning set forth in Section 12.15(a).
“Note” means each promissory note, if any, issued by the Borrower to a Lender in accordance with the provisions of this Agreement, substantially in the form set forth on Exhibit A hereto, as the same may from time to time be amended, supplemented, waived or modified.
“Notice of Borrowing” has the meaning set forth in Section 2.2(a).
“NYFRB” means the Federal Reserve Bank of New York.
“Obligations” means all obligations, liabilities and Indebtedness of every nature of the Borrower, from time to time owing to the Agents, the Lenders and the other Secured Parties under or in connection with this Agreement and the other Transaction Documents, including, without limitation, (a) the unpaid principal amount of, and interest on (including interest which, but for the commencement of an insolvency, reorganization or bankruptcy case or proceeding or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Borrower or with respect to any of its assets, would have accrued on any Obligation, whether or not a claim is allowed against the Borrower for such interest in any such case or proceeding), all Loans then outstanding, and (b) all fees, expenses, indemnity payments and other amounts owed to any Secured Party pursuant to this Agreement and the other Transaction Documents, in each case, whether or not then due and payable, including Erroneous Payment Subrogation Rights.
“Obligor” means, with respect to a Collateral Loan, any Person who is obligated to repay such Collateral Loan (including, if applicable, a guarantor thereof), or any Person whose assets are relied upon by the Borrower at the time such Collateral Loan was acquired by the Borrower as the source of repayment of such Collateral Loan.
“Offer” means with respect to any loan or security, any offer by the obligor or issuer of such loan or security or by any other Person made to all of the holders of such loan or security to purchase or otherwise acquire such loan or security (other than pursuant to any redemption in accordance with the terms of the applicable Related Contracts) or to convert or exchange such loan or security into or for Cash, securities or any other type of consideration.
“Other Connection Taxes” means, with respect to any Lender or the Administrative Agent, Taxes imposed as a result of a present or former connection between such Lender or the Administrative Agent and the jurisdiction imposing such Tax (other than connections arising from such Lender or the Administrative Agent having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Loan or Transaction Document).
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Transaction Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 11.5).
“Overcollateralization Ratio” means, as of any Measurement Date, the ratio (expressed as a percentage) obtained by dividing:
(f)the sum of (i) the Principal Collateralization Amount as of such date plus (ii) the Portfolio Exposure Amount (excluding any Unsettled Amounts to the extent already included in the amount in clause (i)) for all Collateral Loans as of such date; by
(g)the sum of (i) the aggregate outstanding principal amount of the Loans as of such date plus (ii) the Portfolio Exposure Amount for all Collateral Loans as of such date.
“Overcollateralization Ratio Test” means a test satisfied on any Measurement Date if the Overcollateralization Ratio equals or exceeds 138.46%.
“Parent” means Blue Owl Technology Finance Corp., a Maryland corporation, or its successor in interest.
“Participant” has the meaning set forth in Section 12.6(b)(i).
“Participant Register” has the meaning set forth in Section 12.6(b)(iii).
“Participation Interest” means a participation interest in a loan that, at the time of acquisition, or the Borrower’s commitment to acquire the same, satisfies each of the following criteria: (i) such participation interest would constitute a Collateral Loan were it acquired directly, (ii) the Selling Institution is a lender in respect of such loan, (iii) the aggregate participation interest in such loan granted by such Selling Institution to any one or more participants does not exceed the principal amount or commitment with respect to which the Selling Institution is a lender under such loan, (iv) such participation interest does not grant, in the aggregate, to the participant in such participation interest a greater interest than the Selling Institution holds in the loan or commitment that is the subject of the participation interest, (v) except to the extent that such participation is a contribution to equity by the Transferor to the Borrower, the entire purchase price for such participation interest is paid in full at the time of the Borrower’s acquisition thereof (or, in the case of a participation interest in a Revolving Collateral Loan or a Delayed Funding Loan, at the time of the funding of such Revolving Collateral Loan or Delayed Funding Loan, as applicable), (vi) the participation interest provides the participant all of the economic benefit and risk of the whole or part of the loan or commitment that is the subject of the participation interest and (vii) such participation interest is documented under a Loan Syndications and Trading Association, Loan Market Association or similar agreement standard for loan participation transactions among institutional market participants or the Purchase and Sale Agreement. For the avoidance of doubt, a Participation Interest shall not include a sub-participation interest in any loan.
“PATRIOT Act” means the “Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001” (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).
“Payment Account” means the payment account established pursuant to Section 8.3(a).
“Payment Date Report” has the meaning set forth in Section 9.1(c).
“Payment Recipient” has the meaning set forth in Section 7.9.
“Percentage Share” means, the percentage obtained by dividing (i) such Revolving Lender’s Revolving Commitment by (ii) the Total Revolving Commitment; provided that, if the Total Revolving Commitment has been reduced to zero, the numerator shall be the aggregate unpaid principal amount of such Revolving Lender’s Revolving Loans and the denominator shall be the aggregate unpaid principal amount of all Revolving Loans.
“Permitted Distribution” means any of the following:
(a)a distribution made pursuant to Sections 6.4 or 9.1; or
(b)a distribution to the Parent from the proceeds of the sale of Collateral Loans in connection with a Permitted Securitization, so long as (x) after giving effect to such distribution and to any related prepayment of Loans from the proceeds of such sale pursuant to Section 2.7(h), (i) no Event of Default or Default is in effect or would result from such distribution and any related prepayment of Loans and (ii) the Senior Advance Rate Test, each Collateral Quality Test, the Concentration Limitations, the requirements of Section 5.37 and the Overcollateralization Ratio Test is satisfied (as set forth in a Borrowing Base Calculation Statement delivered to the Administrative Agent), (y) the Administrative Agent has confirmed in writing to the Borrower that it is reasonably satisfied that the requirements set forth in clause (x) hereof are satisfied, and (z) the Borrower gives at least two Business Days’ notice concerning such distribution to the Agents (which notice shall contain a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of the requirements set forth in sub-clause (x) above with respect to such distribution).
“Permitted Gaming Business” means a business in respect of which, to the knowledge of the Services Provider (after reasonable inquiry), the Obligor or any of its Affiliates hold the required licenses for the jurisdiction in which the business is conducted and are in compliance with the applicable local gaming, betting and gambling legislation and regulation.
“Permitted Liens” means (a) Liens for Taxes, assessments or charges if such Taxes, assessments or charges are not at the time due and payable or if the Borrower is or shall be contesting the amount or validity thereof in good faith by appropriate proceedings diligently conducted and with respect to which reserves in accordance with GAAP have been provided on the books of the Borrower, and no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced with respect to such Liens, (b) Liens granted pursuant to or by the Transaction Documents, (c) Liens in favor of the Borrower created pursuant to Purchase and Sale Agreement and assigned to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement, (d) the restrictions on transferability imposed by the Related Contracts (but only to the extent relating to customary procedural requirements and agent and Obligor consents (except where the Services Provider or any of its Affiliates is the agent) expected to be obtained in due course and provided that any Obligor consents will be obtained prior to the delivery of the related Collateral hereunder pursuant to Section 8.7), (e) the restrictions on transferability imposed by any shareholder agreements in respect of Equity Securities acquired in connection with the restructuring of a Collateral Loan or the exercise of remedies with respect thereto, (f) with respect to agented Collateral Loans, Liens in favor of the lead agent, the collateral agent or the paying agent for the benefit of all holders of indebtedness of such Obligor under the related Collateral Loan, (g) materialman’s, warehouseman’s, mechanics’ and other Liens arising by operation of law in the ordinary course of business if such sums shall not at the time be due and payable or if the appropriate person shall currently be contesting the validity thereof in good faith and no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced with respect to such Liens, (h) Liens in favor of the Custodian or Securities Intermediary to secure amounts owing to it pursuant to the Account Control Agreement and (i) with respect to any Collateral Loans, Liens on the underlying collateral for such Collateral Loans.
“Permitted Parent Distribution” means a distribution by the Borrower to the Parent from the proceeds of Borrowings hereunder or other funds in the Collection Account, which distribution satisfies all of the following conditions: (i) the Senior Advance Rate Test (which, for purposes of this definition, shall be calculated as if the date of distribution were a Borrowing Date), the Concentration Limitations, the Collateral Quality Test and the Overcollateralization Ratio Test is satisfied; (ii) the Borrower gives at least two Business Days’ notice of such distribution to the Agents; and (iii) no Default exists or would result after giving effect thereto. For the avoidance of doubt, the foregoing conditions will not apply to any acquisitions of new Collateral Loans by the Borrower from the Parent or any Affiliate of the Parent.
“Permitted RIC Distribution” means, for periods in which Parent intends to qualify as a regulated investment company under the Code, distributions on any Quarterly Payment Date to the Parent (from the Collection Account or otherwise) to the extent required to allow the Parent to make sufficient distributions to qualify as a regulated investment company, and to otherwise eliminate federal or state income or excise taxes payable by the Parent in or with respect to any taxable year of the Parent (or any calendar year, as relevant); provided that the amount of any such payments together with all Permitted Distributions and Permitted Parent Distributions made in or with respect to any such taxable year (or calendar year, as relevant) of the Parent shall not exceed the higher of (x) the net investment income of the Borrower for the applicable year determined in accordance with GAAP and as specified in the annual financial statements most recently delivered pursuant to this Agreement and (y) 115% of the amounts that the Borrower would have been required to distribute to the Parent to: (i) allow the Borrower to satisfy the minimum distribution requirements that would be imposed by Section 852(a) of the Code (or any successor thereto) to maintain its eligibility to be taxed as a regulated investment company for any such taxable year, (ii) reduce to zero for any such taxable year the Borrower’s liability for federal income taxes imposed on (x) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto), or (y) its net capital gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero the Borrower’s liability for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the case of each of (i), (ii) or (iii), calculated assuming that the Borrower had qualified to be taxed as a regulated investment company under the Code.
“Permitted Securitization” means any securitization in a capital market transaction or private placement offering wherein MUFG Bank, Ltd. or an Affiliate thereof acts as the primary arranger in which the Borrower sells Collateral pledged hereunder, directly or indirectly, to an Affiliate or an affiliated entity that issues or arranges for the issuance of asset-backed debt obligations (whether in the form of notes or revolving and/or term loans) collateralized, in whole or in part, by such Collateral.
“Person” means an individual, a corporation, a partnership, an association, a trust, a limited liability company, member or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
“PIK Loan” means any loan (or participation interest therein) that by its terms permits the deferral or capitalization of payment of all or any portion of accrued, unpaid interest thereon; provided that, for the avoidance of doubt, once any PIK Loan is no longer permitted to defer or capitalize payment of accrued or unpaid interest pursuant to the terms of its Related Contracts, such Collateral Loan shall no longer be considered a “PIK Loan”.
“Plan” means at any time an “employee pension benefit plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained, or contributed to, by the Borrower or a member of its ERISA Group or (ii) has at any time within the preceding five plan years been maintained, or contributed to, by the Borrower or a member of its ERISA Group.
“Plan Assets” has the meaning assigned to such term in Section 4.5(b).
“Platform” is defined in Section 12.16(c).
“Pledged Collateral” has the meaning specified in the Granting Clause hereof.
“Portfolio Exposure Amount” means the excess (if any) of (a) the sum of (i) the aggregate Exposure Amount at such time plus (ii) Unsettled Amounts over (b) the sum of (i) aggregate amounts on deposit in the Collection Account on such date, including Eligible Investments, representing Principal Proceeds plus (ii) the aggregate amount of funds on deposit in the Unfunded Exposure Account on such date, including Eligible Investments.
“Post-Default Rate” has the meaning assigned to such term in Section 2.5(d).
“Post-Transition S&P CCC Collateral Loan” means, a Collateral Loan that, at the time the Borrower committed to acquire such Collateral Loan, has an application to S&P for a Credit Estimate pending and that, upon the provision of such Credit Estimate (after the acquisition of such Collateral Loan by the Borrower), becomes a CCC Collateral Loan.
“Prepayment Fee” has the meaning set forth in the Lender Fee Letter.
“Prime Rate” means, for any day, the rate of interest in effect for such day that is identified and normally published by The Wall Street Journal as the “Prime Rate” (or, if more than one rate is published as the Prime Rate, then the highest of such rates), with any change in Prime Rate to become effective as of the date the rate of interest which is so identified as the “Prime Rate” is different from that published on the preceding Business Day. If The Wall Street Journal no longer reports the Prime Rate, or if the Prime Rate no longer exists, or the Administrative Agent determines in good faith that the rate so reported no longer accurately reflects an accurate determination of the prevailing Prime Rate, then the Administrative Agent may select a reasonably comparable index or source to use as the basis for the Prime Rate. Notwithstanding the foregoing or any other provision of this Agreement, the rate calculated pursuant to this definition shall not be less than 0%.
“Principal Balance” means, as of any date of determination with respect to any Collateral Loan, the aggregate outstanding principal amount of such Collateral Loan as of such date, excluding (a) deferred or capitalized interest on any Collateral Loan (other than any such interest that was added to principal on or before the date when such Collateral Loan was acquired by the Borrower) and (b) any portion of such principal amount that has been assigned or participated by the Borrower pursuant to Section 10.1. For the avoidance of doubt, the Principal Balance of any Equity Security shall be zero.
“Principal Collateralization Amount” means, at any time, without duplication, the sum of:
(a)the Aggregate Adjusted Collateral Loan Balance of all Collateral Loans (excluding Haircut Obligations, Defaulted Loans and Participation Interests from the Parent (each as to which the applicable rule below shall apply)); plus
(b)(i) the aggregate amount of funds on deposit in the Collection Account, including Eligible Investments, constituting Principal Proceeds plus (ii) the aggregate amount of funds on deposit in the Unfunded Exposure Account, constituting Principal Proceeds, including Eligible Investments; plus
(c)for each Haircut Obligation, the Market Value; plus
(d)for each Defaulted Loan, the lower of (x) the Market Value of such Defaulted Loan and (y) the Recovery Value of such Defaulted Loan; plus
(e)for each Participation Interest from the Parent, (i) on or prior to the date that is 90 days after the date of acquisition of such Participation Interest, the Principal Balance of such Participation Interest or (ii) thereafter, the lesser of (x) the Market Value of such Participation Interest and (y) the Recovery Value of such Participation Interest;
provided that (i) with respect to any Collateral Loan that satisfies more than one of the definitions of Haircut Obligation, Defaulted Loan, Long Dated Loan or Participation Interest from the Parent such Collateral Loan shall, for the purposes of this definition, be treated as belonging to the category of Collateral Loans which results in the lowest Principal Collateralization Amount on any date of determination, (ii) the Principal Collateralization Amount for any Defaulted Loan which has been a Defaulted Loan for one year or more will be zero and (iii) the Principal Collateralization Amount of any Collateral Loan held in the form of a 2025 Closing Date Participation after the date that is 90 days after the 2025 Closing Date will be the Recovery Value.
“Principal Financed Accrued Interest” means with respect to any Collateral Loan, the amount of Principal Proceeds, if any, applied towards the purchase of accrued interest on such Collateral Loan.
“Principal Proceeds” means (a) with respect to any Pledged Collateral (including Cash) any payments with respect thereto that are attributable to principal in accordance with the Related Contracts of such Pledged Collateral or that do not otherwise constitute Interest Proceeds (including unapplied proceeds of the Collateral Loans), (b) fees received in connection with the reduction of principal of a Collateral Loan (but not any principal repaid in connection therewith) and (c) any cash capital contributions made to the Borrower that are designated as Principal Proceeds pursuant to Section 6.5. All sales or assignments of Collateral Loans or any portion thereof pursuant to Section 10.1 shall be for cash on a non-recourse basis the proceeds of which shall be deemed to be Principal Proceeds for all purposes hereunder (other than proceeds representing accrued interest), and all amounts deposited pursuant to Section 6.5 and designated as Principal Proceeds in accordance therewith shall be deemed to be Principal Proceeds for all purposes hereunder. No amounts that are required by the terms of any participation agreement to be paid by the Borrower to any Person to whom the Borrower has sold a participation interest shall constitute “Principal Proceeds” hereunder.
“Priority of Payments” has the meaning set forth in Section 9.1(a); provided that, at all times after the Majority Lenders have exercised their right to direct the liquidation of the Collateral under Article VI, “Priority of Payments” shall mean the priorities set forth in Section 6.4 hereof.
“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.
“Prohibited Obligation” means any Collateral Loan of an obligor whose principal business, as determined by the Services Provider at the time of acquisition, has any of the following characteristics: (a) engages in activities for illegal purposes, (b) is associated with businesses or individuals on the relevant government sanctions list, (c) derives 25% or more of its revenues from the lawful production, distribution, or sale of pornography, (d) derives 25% or more of its revenues from the lawful manufacturing of cluster munitions or engages in related lawful activities, (e) [reserved], (f) [reserved], (g) finances the purchase and/or holding of MUFG Bank, Ltd.
debt, or any debt or equity of its subsidiaries or affiliates (including its parent MUFG), or uses these securities as collateral, or (h) derives 25% or more of its revenues from engaging in transactions with businesses or individuals involved in the lawful manufacture, cultivation, storage, distribution, or dispensing of marijuana, or leases real property to tenants engaging in such activities on property pledged to the Administrative Agent or any Affiliate thereof, including transactions involving third parties pledging real property as collateral to support the underlying transaction; provided that, (x) any Obligor’s business that does business with or provides support services to a company described herein including, without limitation, payment platforms, web hosting services, transport services and/or general retail shall not constitute a Prohibited Obligation. Notwithstanding anything to the contrary herein, the Services Provider does not make any representations regarding, or warranties with respect to, any determination regarding whether any Collateral Loan is a Prohibited Obligation and shall, in no case, have any liability with respect to any such determination.
“Prohibited Transaction” means a transaction prohibited under Section 406(a) of ERISA or Section 4975(c)(1)(A)-(D) of the Code, that is not exempted by a statutory or administrative or individual exemption pursuant to Section 408 of ERISA, Section 4975(d) or otherwise.
“Purchase and Sale Agreement” means the Amended and Restated Purchase and Sale Agreement dated as of the date hereof, between the Transferor, as seller, and the Borrower, as buyer, as amended, restated, supplemented or otherwise modified from time to time.
“Purchase Price” means, with respect to any Collateral Loan, an amount (expressed as a percentage of par) equal to the greater of (a) zero and (b) the actual price paid by the Borrower for such Collateral Loan.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
“Quarterly Cap” means, with respect to any Quarterly Payment Date, an amount equal to (x) $250,000 per annum (prorated for the related Interest Period on the basis of the actual number of days in the current calendar year and the actual number of days elapsed) plus (y) 0.025% per annum (prorated for the related Interest Period on the basis of the actual number of days in the current calendar year and the actual number of days elapsed) multiplied by the sum of, without duplication, (i) the Aggregate Principal Balance of all Collateral Loans, (ii) the aggregate amount of funds on deposit in the Collection Account, including Eligible Investments, constituting Principal Proceeds and (iii) the aggregate amount of funds on deposit in the Unfunded Exposure Account, including Eligible Investments and the Portfolio Exposure Amount, in each case, measured as of the Calculation Date immediately preceding such Quarterly Payment Date.
“Quarterly Payment Date” means the 17th day of March, June, September and December in each year, commencing in March of 2026, and the Stated Maturity; provided that if any such date is not a Business Day, such Quarterly Payment Date shall be the next succeeding Business Day.
“Rating Agency” means (i) with respect to the Loans, if, at any time any nationally recognized investment rating agency provides a rating of any Loans solicited by the Borrower and approved by the Administrative Agent, such rating agency, if applicable, or (ii) with respect to the Collateral generally, S&P, Fitch, Moody’s or DBRS (or, if, at any time such Rating Agency ceases to provide rating services with respect to debt obligations, any other nationally recognized investment rating agency selected by the Borrower or the Services Provider and approved by the Administrative Agent). In the event that at any time any of the rating agencies referred to above ceases to be a “Rating Agency” and a replacement rating agency is selected in accordance with the preceding sentence, then references to rating categories of such replaced rating agency in this Agreement shall be deemed instead to be references to the equivalent categories of such replacement rating agency as of the most recent date on which such replacement rating agency and such replaced rating agency’s published ratings for the type of obligation in respect of which such replacement rating agency is used.
“Real Estate Loan” means any debt obligation that is (a) directly or indirectly secured by a mortgage, deed of trust or similar Lien on commercial real estate, residential real estate, office, retail or industrial property or undeveloped land, is underwritten as a mortgage loan and is not otherwise associated with an operating business or (b) a loan to a company engaged primarily in acquiring and developing undeveloped land (whether or not such loan is secured by real estate).
“Recipient” means (a) the Administrative Agent or (b) any Lender, as applicable.
“Recovery Value” means, for any Collateral Loan, the lower of:
(f)the Principal Balance of such Collateral Loan, multiplied by the applicable S&P Recovery Rate for such Collateral Loan; and
(g)the Market Value of such Collateral Loan.
The Recovery Value of a Defaulted Loan that has been a Defaulted Loan for one year or more shall be zero.
“Recurring Revenue”: The definition of annualized recurring revenue used in the Related Contracts for each such Collateral Loan, any comparable term or definition for “Recurring Revenue”, “Revenue” or “Adjusted Revenue” in the Related Contracts for each such Collateral Loan, or if there is no such term in the Related Contracts, all recurring maintenance, service, support, hosting, subscription and other revenues identified by the Services Provider (including, without limitation, software as a service subscription revenue), of the related Obligor and any of its parents or subsidiaries that are obligated with respect to such Collateral Loan pursuant to its Related Contracts (determined on a consolidated basis without duplication in accordance with GAAP or IFRS, as applicable).
“Recurring Revenue Loan” means a Senior Secured Loan the extensions of credit under which, or a Maintenance Covenant applicable to which, is calculated on the basis of “recurring revenue” for a stated period rather than EBITDA; provided that, if on any date of determination after the date of acquisition such Collateral Loan has a positive EBITDA for two (2) consecutive quarters, the Borrower (or the Services Provider on its behalf) may, upon written notice to the Administrative Agent, reclassify such Collateral Loan so that it shall cease to be a Recurring Revenue Loan.
“Recurring Revenue Multiple”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Recurring Revenue Multiple” or comparable definition set forth in the Related Contracts for such Loan, or (b) in the case of any Loan with respect to which the related Related Contracts do not include a definition of “Recurring Revenue Multiple” or comparable definition, “total indebtedness” (as defined in the Related Contracts or comparable definition thereof, including such Collateral Loan) divided by Recurring Revenue.
“Reference Time” means, with respect to any setting of the then-current Benchmark, (i) if such Benchmark is based on Term SOFR, then two Business Days prior to such setting, or (ii) in the case of any other Benchmark, the time determined by the Administrative Agent in its reasonable discretion.
“Register” has the meaning set forth in Section 12.6(f).
“Registered” means in registered form within the meaning of Sections 881(c)(2)(B)(i) and 163(f) of the Code and Section 5f.103-1(c) and proposed Section 1.163-5(b) of the United States Treasury Regulations and issued after July 18, 1984 (or, in each case, any amended or successor version).
“Regulation U” means Regulation U of the Federal Reserve Board, as in effect from time to time.
“Reinvestment Period” means the period from and including the 2025 Closing Date to and including the earliest of (a) the date that is 36 months after the 2025 Closing Date, extendable upon the Lenders’ and Borrower’s mutual consent (with written notice to the Administrative Agent), (b) the date of the acceleration of the maturity of the Loans or the termination of the Revolving Commitments pursuant to Section 6.2, (c) any date on which an Event of Default occurs which is not cured or waived by the Majority Lenders, (d) any date on which Borrower or the Services Provider reasonably determines that it can no longer acquire additional Collateral Loans appropriate for inclusion in the Collateral in accordance with the terms of this Agreement and Corporate Services Agreement (provided that, in the case of this clause (d), an Authorized Officer of the Services Provider shall provide a written certification as to such determination to the Agents, the Lenders and the applicable Rating Agency at least five Business Days prior to such date), (e) any date on which the Majority Lenders provide written notice to the Borrower that an event constituting “cause” as defined in the Corporate Services Agreement has occurred, if as of the date of such notice, such “cause” event has not been waived by all the Lenders or cured and (f) the occurrence of the resignation or assignment (unless the Administrative Agent has consented to such assignment) by the Services Provider of its rights and obligations under this Agreement and the Corporate Services Agreement.
“Related Contracts” means all credit agreements, indentures, note purchase agreements, notes, security agreements, leases, financing statements, filings, guaranties, and other contracts, agreements, documents, instruments and other papers evidencing, securing, guaranteeing or otherwise relating to any Collateral Loan or Eligible Investment or other investment with respect to any Collateral or proceeds thereof (including the applicable underlying instruments and any Loan Assignment Agreement), together with all of the Borrower’s right, title and interest in and to all property or assets securing or otherwise relating to any Collateral Loan or other loan or security of the Borrower or Eligible Investment or other investment with respect to any Collateral or proceeds thereof or any Related Contract.
“Related Property” has the meaning assigned to such term in the Granting Clause.
“Relevant Governmental Body” means, with respect to a Benchmark Replacement in respect of Loans denominated in United States dollars, the Federal Reserve Board, the NYFRB or a committee officially endorsed or convened by the Federal Reserve Board or the NYFRB or, in each case, any successor thereto.
“Relevant Test Period” means, with respect to any Collateral Loan, the relevant test period for the calculation of Senior Net Leverage Ratio, Cash Interest Coverage Ratio or EBITDA, as applicable, for such Collateral Loan in the applicable Related Contract or, if no such period is provided for therein, for Obligors delivering monthly financing statements, each period of the last twelve consecutive reported calendar months, and for Obligors delivering quarterly financing statements, each period of the last four consecutive reported fiscal quarters of the principal Obligor on such Collateral Loan; provided that, with respect to any Collateral Loan for which the relevant test period is not provided for in the applicable Related Contract, if an Obligor is a newly-formed entity as to which twelve consecutive calendar months have not yet elapsed, “Relevant Test Period” shall initially include the period from the date of formation of such Obligor to the end of the twelfth calendar month or fourth fiscal quarter (as the case may be) from the date of formation, and shall subsequently include each period of the last twelve consecutive reported calendar months or four consecutive reported fiscal quarters (as the case may be) of such Obligor.
“Repurchase Price” means, for any Warranty Collateral Loan for which a payment or substitution is being made pursuant to Section 10.1(d) as of any time of determination, a dollar amount equal to the purchase price of such Warranty Collateral Loan paid by the Borrower, less all Principal Proceeds received in respect of such Warranty Collateral Loan from the date of acquisition by the Borrower to the date of such repurchase or substitution plus any such Principal Proceeds that the Borrower shall have been required to repay to the Obligor with respect to such Warranty Collateral Loan.
“Requested Amount” has the meaning set forth in Section 2.2(c).
“Required Amount” has the meaning set forth in Section 8.3(b).
“Required S&P Credit Estimate Information” means S&P’s “Anatomy Of A Credit Estimate: What It Means And How We Do It” dated January 14, 2021 and any other available information S&P reasonably requests in order to produce a credit estimate for a particular asset.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Restatement Date Assets” means each Collateral Loan identified on Schedule E herein.
“Retained Expense Amount” with respect to any Quarterly Payment Date means the amount, if any, by which (x) the sum of the amount determined pursuant to the definition of “Quarterly Cap” for such Quarterly Payment Date and each of the three prior Quarterly Payment Dates exceeds (y) the sum of (i) the aggregate payments made under Section 9.1(a)(i)(A)(2) on such Quarterly Payment Date and each of the three prior Quarterly Payment Dates and (ii) Administrative Expenses paid pursuant to Section 8.2(g) during each of the Due Periods prior to each of the three prior Quarterly Payment Dates.
“Revolving Collateral Loan” means a Collateral Loan that provides the Obligor thereunder with a revolving credit facility from which one or more borrowings may be made up to the stated principal amount of such revolving credit facility and which provides that borrowed amounts may be repaid and reborrowed from time to time.
“Revolving Commitment” means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans to the Borrower during the Commitment Period in the amount set forth opposite such Revolving Lender’s name on Schedule G hereto (or pursuant to an Assignment and Assumption), as such amount may be terminated or reduced (including pursuant to Section 2.7) in accordance with the terms of this Agreement.
“Revolving Lender” means each Person that is listed as a “Revolving Lender” on the signature pages hereto, any Person that shall have become a party hereto pursuant to an Assignment and Assumption in respect of the Revolving Loans and, in each case, their respective successors, in each case other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption in respect of the Revolving Loans.
“Revolving Loans” has the meaning assigned to such term in Section 2.1(a).
“Sale Proceeds” means all proceeds (excluding accrued interest, if any) received with respect to Collateral as a result of sales of such Collateral less any reasonable expenses incurred by the Borrower, the Services Provider or the Collateral Agent (other than amounts payable as Administrative Expenses) in connection with such sales.
“Sanctioned Person” means any Person that is a designated target of any Sanctions or otherwise a subject of any Sanctions, including as a result of being (a) owned or controlled directly or, to the Borrower’s knowledge, indirectly by any Persons (or Person) that are designated targets of any Sanctions, or (b) organized or operating under the laws of, located in, or a citizen or resident of, any country or territory that is subject to comprehensive country- or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic).
“Sanctions” means any economic or financial sanctions or trade embargoes (or similar measures) imposed, administered or enforced from time to time by (a) the United States of America (including the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State), (b) the United Nations Security Council, (c) the European Union or any member state thereof or (d) His Majesty’s Treasury of the United Kingdom.
“Scheduled Distribution” means, with respect to any Collateral Loan, for each Due Date, the scheduled payment of principal and/or interest and/or fees due on such Due Date with respect to such Collateral Loan, determined in accordance with the assumptions specified in Section 1.3.
“SEC” means the United States Securities and Exchange Commission.
“Second Lien Loan” means any loan (or participation interest therein) that: (a) is not (and cannot by its terms become) subordinate in right of payment to any other obligation of the Obligor of the loan (other than with respect to liquidation, trade claims, capitalized leases or similar obligations) but which is subordinated (with respect to liquidation preferences with respect to pledged collateral) to a Senior Secured Loan (and a Senior Revolver Facility, if applicable) of the Obligor, (b) is secured by a valid second-priority perfected security interest or lien in, to or on specified collateral securing the Obligor’s obligations under the Second Lien Loan (subject to customary exceptions for Permitted Liens), (c) the value of the collateral securing the Loan at the time of purchase together with other attributes of the Obligor (including, without limitation, its general financial condition, ability to generate cash flow available for debt service and other demands for that cash flow) is adequate (in the commercially reasonable judgment of the Services Provider) to repay the loan in accordance with its terms and to repay all other loans of equal or higher seniority secured by a lien or security interest in the same collateral and (d) is not secured solely or primarily by common stock or other equity interests; provided that the limitation set forth in this clause (d) shall not apply with respect to a loan made to a parent entity that is secured solely or primarily by the stock of one or more of the subsidiaries of such parent entity to the extent that the granting by any such subsidiary of a lien on its own property would violate law or regulations applicable to such subsidiary (whether the obligation secured is such loan or any other similar type of indebtedness owing to third parties). For the avoidance of doubt, First Lien/Last Out Loans are not Second Lien Loans.
“Secured Parties” means, collectively, the Agents, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary, the Structuring Agent and the Lenders.
“Securities Intermediary” means State Street Bank and Trust Company, in its capacity as securities intermediary under the Account Control Agreement.
“Selling Institution” means an entity (including, but not limited to, the Transferor) obligated to make payments to the Borrower under the terms of a Participation Interest.
“Senior Advance Rate” means, as of any Measurement Date (or other applicable date), the ratio (expressed as a percentage) obtained by dividing:
(a)the sum of (i) the aggregate outstanding principal amount of all Loans as of such date plus (ii) the Portfolio Exposure Amount for all Collateral Loans as of such date; by
(b)the sum of (i) the Principal Collateralization Amount as of such date plus (ii) the Portfolio Exposure Amount (excluding any Unsettled Amounts to the extent already included in the amount in clause (i)) for all Collateral Loans as of such date.
“Senior Advance Rate Test” means a test satisfied on any date of determination: if the Senior Advance Rate at such time is lower than the lesser of (a) the Maximum Portfolio Advance Rate and (b) the Weighted Average Advance Rate.
“Senior Authorized Officer” means, with respect to any Person, any officer of such Person that is a chief executive officer, chief operating officer, chief credit officer, credit committee member, executive vice president or president (or, in each case, any other officer with a position analogous to those identified above and in the case of any limited liability company, any manager) or any other officer responsible for the management or administration of the Collateral or the performance of such Person’s obligations under the Transaction Documents.
“Senior Net Leverage Ratio” means, with respect to any Collateral Loan and the related Obligor for the Relevant Test Period, either (a) the meaning of “Senior Net Leverage Ratio” or comparable term set forth in the Related Contracts for such Collateral Loan, or (b) in the case of any Collateral Loan with respect to which the Related Contracts do not include a definition of “Senior Net Leverage Ratio” or comparable term, the ratio obtained by dividing (i) the indebtedness for borrowed money (including the full drawn but not the undrawn amount of any revolving and delayed draw indebtedness) of the related Obligor (other than indebtedness of such Obligor that is junior in terms of payment or lien priority to the Collateral Loan of such Obligor held by the Borrower) as of such date, minus the Unrestricted Cash of such Obligor as of such date by (ii) EBITDA of such Obligor for the Relevant Test Period, as calculated by the Services Provider in accordance with the Servicing Standard in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the Related Contract (or, in the case of a Collateral Loan for which the Related Contract has not been executed, as set forth in the relevant marketing materials or financial model in respect of such Collateral Loan or as otherwise determined by the Services Provider in accordance with the Servicing Standard).
“Senior Revolver Facility” means with respect to any Collateral Loan, a senior secured revolving facility incurred by the Obligor of such Collateral Loan that is prior in right of payment to such Collateral Loan so long as the outstanding principal balance and unfunded commitments of such revolving facility does not exceed 20% of the sum of (x) the outstanding principal balance of the related Collateral Loan, plus (y) the outstanding principal balance and unfunded commitments of such revolving facility, plus (z) the outstanding principal balance of any other debt for borrowed money incurred by such Obligor that is pari passu with such Collateral Loan.
“Senior Secured Bond” means any Bond that: (a) is not (and cannot by its terms become) subordinate in right of payment (but which may, for the avoidance of doubt, be subordinate in lien priority to the extent provided in clause (b)) to any other obligation of the Obligor of such Bond; (b) is (and by its terms must continue to be) secured by a valid first priority (other than with respect to liens permitted under the applicable Related Contracts that are reasonable for similar loans, liens accorded priority by law in favor of any Governmental Authority, trade claims, capitalized leases or similar obligations and traditional bank revolving asset-based loan facilities that are reasonable and customary for similar loans or Bonds) perfected security interest or lien in, to or on specified collateral securing the Obligor’s obligations under such Bond; (c) the value of the collateral securing such Bond at the time of acquisition together with other attributes of the Obligor (including, without limitation, its general financial condition, ability to generate cash flow available for debt service and other demands for that cash flow) is adequate (in the commercially reasonable judgment of the Services Provider) to repay such Bond in accordance with its terms and to repay all other such loans or bonds of equal seniority secured by a first lien or security interest in the same collateral; and (d) is not secured solely or primarily by common stock or other equity interests; provided that the limitation set forth in this clause (d) shall not apply with respect to a bond made to a parent entity that is secured solely or primarily by the stock of one or more of the subsidiaries of such parent entity to the extent that (i) the granting by any such subsidiary of a lien on its own property would violate law or regulations applicable to such subsidiary (whether the obligation secured is such loan or any other similar type of indebtedness owing to third parties) and (ii) such subsidiary does not have any Indebtedness (other than current accounts payable in the ordinary course of business, capitalized leases or other similar indebtedness incurred in the ordinary course of business).
“Senior Secured Loan” means any loan (or participation interest therein) that: (a) is not (and cannot by its terms become) subordinate in right of payment (but which may, for the avoidance of doubt, be subordinate in lien priority to the extent provided in clause (b)) to any other obligation for borrowed money of the Obligor of such loan; (b) is (and by its terms must continue to be) secured by a valid first priority (other than with respect to liens permitted under the applicable Related Contracts that are reasonable for similar loans, liens accorded priority by law in favor of any Governmental Authority, trade claims, capitalized leases or similar obligations and, any Senior Revolver Facility) perfected security interest or lien in, to or on specified collateral securing the Obligor’s obligations under such loan; (c) the value of the collateral securing such loan at the time of acquisition together with other attributes of the Obligor (including, without limitation, its general financial condition, ability to generate cash flow available for debt service and other demands for that cash flow) is adequate (in the commercially reasonable judgment of the Services Provider) to repay such loan in accordance with its terms and to repay all other such loans of equal seniority secured by a first lien or security interest in the same collateral; and (d) is not secured solely or primarily by common stock or other equity interests; provided that the limitation set forth in this clause (d) shall not apply with respect to a loan made to a parent entity that is secured solely or primarily by the stock of one or more of the subsidiaries of such parent entity to the extent that (i) the granting by any such subsidiary of a lien on its own property would violate law or regulations applicable to such subsidiary (whether the obligation secured is such loan or any other similar type of indebtedness owing to third parties) and (ii) such subsidiary does not have any Indebtedness (other than current accounts payable in the ordinary course of business, capitalized leases or other similar indebtedness incurred in the ordinary course of business).
“Senior Services Fee” has the meaning assigned to such term in the Corporate Services Agreement.
“Services Fee” means, collectively, the Senior Services Fees and the Subordinated Services Fees.
“Services Provider” means Blue Owl Technology Finance Corp., or any successor in such capacity in accordance with the Corporate Services Agreement.
“Services Provider Credit Estimate” means, with respect to a Collateral Loan, an estimate as to the credit rating as determined by the Services Provider acting reasonably in good faith and as used by the Services Provider for its internal reporting and compliance purposes and for which the Services Provider has represented to the Administrative Agent as its fair and accurate estimate of the credit rating of the Collateral Loan.
“Services Provider Termination Event” means the occurrence of any one or more of the events set forth under section 11(a) of the Corporate Services Agreement.
“Servicing Standard” means, with respect to the Borrower and the Services Provider, in rendering its services hereunder and under the other Transaction Documents, diligently using a degree of skill and attention no less than that which (i) would be exercised by a prudent institutional portfolio manager in connection with the servicing and administration of assets similar to the Collateral Loans under similar circumstances and (ii) the Services Provider exercises with respect to comparable assets that it manages for itself and for others having similar investment objectives and restrictions in accordance with its existing practices and procedures relating to assets of the nature and character of the Collateral Loans.
“Similar Law” has the meaning assigned to such term in Section 4.5(b).
“SOFR” means the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).
“SOFR Administrator’s Website” means the website of the SOFR Administrator, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.
“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR.”
“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR.”
“S&P” means S&P Global Ratings, a division of S&P Global Inc., and any successor thereto.
“S&P Counterparty Criteria” means, with respect to any Participation Interest acquired by the Borrower, criteria that shall be met if, immediately after giving effect to such acquisition, the Aggregate Participation Percentages of all Selling Institutions and participants that have the same or a lower S&P Rating does not exceed the "Aggregate Percentage Limit" set forth below for such S&P Rating, and the Aggregate Participation Percentage of any single Selling Institution or participant that has the S&P Rating set forth below or a lower credit rating does not exceed the "Individual Percentage Limit" set forth below for such S&P Rating:
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| S&P Rating of Selling Institution or Participant |
Aggregate
Percentage
Limit |
Individual
Percentage
Limit |
| AAA |
20.0% |
20.0% |
| AA+ |
10.0% |
10.0% |
| AA |
10.0% |
10.0% |
| AA- |
10.0% |
10.0% |
| A+ |
5.0% |
5.0% |
| A |
5.0% |
5.0% |
| below A |
0% |
0% |
“S&P Rating” means with respect to any Collateral Loan, as of any date of determination, the rating determined in accordance with the following methodology:
(a)with respect to a Collateral Loan that is not a DIP Loan, (i) if there is an issuer credit rating of the issuer of such Collateral Loan by S&P as published by S&P, or the guarantor which unconditionally and irrevocably guarantees such Collateral Loan pursuant to a form of guaranty meeting applicable then-current S&P guarantee criteria, then the S&P Rating will be such rating (regardless of whether there is a published rating by S&P on the Collateral Loans of such issuer held by the Borrower) or (ii) if there is no issuer credit rating of the issuer by S&P but (A) if there is a senior unsecured rating on any obligation or security of the issuer, the S&P Rating of such Collateral Loan will equal such rating; (B) if there is a senior secured rating on any obligation or security of the issuer, then the S&P Rating of such Collateral Loan will be one subcategory below such rating; and (C) if there is a subordinated rating on any obligation or security of the issuer, then the S&P Rating of such Collateral Loan will be one subcategory above such rating;
(b)with respect to any Collateral Loan that is a DIP Loan, the S&P Rating thereof will be the credit rating assigned to such issuer by S&P, or if such DIP Loan was assigned a point in time rating by S&P that was withdrawn, such withdrawn rating may be used for 12 months after the assignment of such rating; provided that if any such Collateral Loan that is a DIP Loan is newly issued and the Services Provider expects an S&P credit rating within 90 days, the S&P Rating of such Collateral Loan shall be “CCC” until (i) such credit rating is obtained from S&P or (ii) 90 days have elapsed, after which the S&P Rating of such Collateral Loan shall be “CCC-” until such credit rating is obtained from S&P; provided, further, that, if there is a Material Change with respect to any DIP Loan, the Borrower, or the Services Provider on behalf of the Borrower, shall, upon notice or knowledge thereof, notify S&P and provide available Required S&P Credit Estimate Information and any other available information S&P reasonably requests with respect thereto via email to CreditEstimates@spglobal.com; or
(c)if the S&P Rating is not determined pursuant to clauses (a) or (b), then the S&P Rating shall be the S&P equivalent of the public rating by Moody’s of such obligation or issuer except that the S&P Rating of such obligation will be (A) one subcategory below the S&P equivalent of such public rating if such public rating is “Baa3” or higher and (B) two subcategories below the S&P equivalent of such public rating if such public rating is “Ba1” or lower; provided that the S&P Ratings of not more than 10% of the Collateral Loans shall be determined pursuant to this clause (c); or
(d)if the S&P Rating is not determined pursuant to clauses (a), (b) or (c), the S&P Rating may be based on a Credit Estimate provided by S&P, and in connection therewith, the Borrower, the Services Provider on behalf of the Borrower or the issuer of such Collateral Loan shall, prior to or within 30 days after the acquisition of such Collateral Loan, apply (and concurrently submit all available Required S&P Credit Estimate Information in respect of such application) to S&P for a Credit Estimate which will be its S&P Rating; provided that, until the receipt from S&P of such estimate, such Collateral Loan will have an S&P Rating as determined by the Services Provider in its sole discretion if the Services Provider certifies to the Administrative Agent that it believes that such S&P Rating determined by the Services Provider is commercially reasonable and will be at least equal to such rating; provided, further, that if such Required S&P Credit Estimate Information is not submitted within such 30-day period, then, pending receipt from S&P of such estimate, the Collateral Loan will have (1) the S&P Rating as determined by the Services Provider for a period of up to 90 days after acquisition of such Collateral Loan and (2) an S&P Rating of “CCC-” following such 90 day period; unless, during such 90 day period, the Services Provider has requested the extension of such period and S&P, in its sole discretion, has granted such request; provided, further, that such confirmed or updated Credit Estimate will expire on the 12-month anniversary of such confirmation or update, unless confirmed or updated prior thereto; provided, further, that, if there is a Material Change with respect to any Collateral Loan with an S&P Rating determined pursuant to this clause, the Borrower, or the Services Provider on behalf of the Borrower, shall, upon notice or knowledge thereof, notify S&P and provide available Required S&P Credit Estimate Information and any other available information S&P reasonably requests with respect thereto via email to CreditEstimates@spglobal.com;
(e)if the S&P Rating is not determined pursuant to clauses (a), (b), (c) or (d) with respect to a DIP Loan, the S&P Rating of such Collateral Loan will be “CCC-”; and
(f)if the S&P Rating is not determined pursuant to clauses (a), (b), (c), (d) or (e), (I) with respect to a Current Pay Obligation, the S&P Rating will be the lower of “CCC” and the issuer level rating, and (II) with respect to a Collateral Loan that is not a Defaulted Loan, the S&P Rating of such Collateral Loan will at the election of the Borrower (at the direction of the Services Provider) be “CCC-” provided that (i) the Services Provider expects the Obligor in respect of such Collateral Loan to continue to meet its payment obligations under such Collateral Loan, (ii) such Obligor is not currently in reorganization or bankruptcy, (iii) such Obligor has not defaulted on any of its debts during the immediately preceding two year period and (iv) at any time that more than 10% of the Aggregate Principal Balance consists of Collateral Loans with S&P Ratings determined pursuant to this clause (f), the Borrower will submit all available Required S&P Credit Estimate Information in respect of such Collateral Loans to S&P; provided that for purposes of the determination of the S&P Rating, (x) if the applicable rating assigned by S&P to an obligor or its obligations is on “credit watch positive” by S&P, such rating will be treated as being one subcategory above such assigned rating and (y) if the applicable rating assigned by S&P to an obligor or its obligations is on “credit watch negative” by S&P, such rating will be treated as being one subcategory below such assigned rating;
(g)provided, that, notwithstanding the foregoing, up to 15% of the Aggregate Principal Balance of the Collateral Loans may have an S&P Rating determined pursuant to a Services Provider Credit Estimate.
“S&P Rating Factor” means, for each Collateral Loan, the number set forth to the right of the applicable S&P Rating of such Collateral Loan:
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|
S&P Rating |
S&P Rating Factor |
AAA |
13.51 |
AA+ |
26.75 |
AA |
46.36 |
AA- |
63.90 |
A+ |
99.50 |
A |
146.35 |
A- |
199.83 |
BBB+ |
271.01 |
BBB |
361.17 |
BBB- |
540.42 |
BB+ |
784.92 |
BB |
1233.63 |
BB- |
1565.44 |
B+ |
1982.00 |
B |
2859.50 |
B- |
3610.11 |
CCC+ |
4641.40 |
CCC |
5293.00 |
CCC- |
5751.10 |
CC |
10,000.00 |
“S&P Recovery Rate” means with respect to a Collateral Loan, the recovery rate determined in the manner set forth in Schedule D hereto; provided that for purposes of Schedule D the “Initial Liability Rating” shall be “AA”.
“S&P Weighted Average Floating Spread Matrix”: A spread between 2.00% and 8.00% (in increments of .01%) without exceeding the current Weighted Average Spread (determined as if all Discount Loans instead constituted Collateral Loans that are not Discount Loans) as of such Measurement Date.
“S&P Weighted Average Rating Factor” means the quotient equal to ‘A divided by B’, where:
A = the sum of the products, for all Collateral Loans (excluding Defaulted Loans) of (i) the Principal Balance of the Collateral Loans and (ii) the S&P Rating Factor of the Collateral Loan; and
B = the Aggregate Principal Balance of all Collateral Loans (excluding Defaulted Loans).
“Specified Change” means any amendment, consent, modification or waiver of, or supplement to, a Related Contract that (a) extends the final maturity of a Collateral Loan by more than six months; (b) reduces or forgives the outstanding principal amount of a Collateral Loan (other than a Defaulted Loan that has been a Defaulted Loan for one year or more); (c) reduces the rate of cash interest payable on a Collateral Loan by more than 25% (other than a Defaulted Loan that has been a Defaulted Loan for one year or more and excluding any reduction that (x) is not the result, in the reasonable determination of the Services Provider, of the financial distress of the obligor and (y) does not result in the creation of a PIK Loan after giving effect to such reduction); (d) extends the scheduled date of expiration or termination of any commitment to make revolving loans or delayed draws; (e) modifies the amortization schedule with respect to such Collateral Loan in a manner that causes the Weighted Average Life of the applicable Collateral Loan to increase by more than 10% other than any such modification that extends the stated maturity date of such Collateral Loan by less than or equal to three months; provided that, for the avoidance of doubt, any subsequent modifications that extend the stated maturity date of such Collateral Loan by less than or equal to three months shall constitute a “Specified Change”; (f) subordinates (in right of payment, with respect to liquidation preferences or otherwise) a Collateral Loan, (g) increases the commitment to make revolving loans or delayed draws; (h) alters any provision requiring the pro rata treatment of like obligations or priority of payments of obligations under the Related Contract which, in either case, affects such Collateral Loan in a manner that materially and adversely impacts the holders thereof; (i) releases any Obligor, material guarantor or co obligor of a Collateral Loan from its obligations or permits such Person to assign or transfer its rights in a manner other than as contemplated by the Related Contract; or (j) releases a material portion of the collateral securing such Collateral Loan (excluding Defaulted Loans and any such releases associated with a prepayment) other than as contemplated by the Related Contract.
“Sponsor” means the Financial Sponsor that is the majority holder of the equity interests in an applicable Obligor.
“Stated Maturity” means October 30, 2030.
“Step-Down Loan” means an obligation or security which by the terms of the applicable Related Contracts provides for a decrease in the per annum interest rate on such obligation or security (other than by reason of any change in the applicable index or benchmark rate used to determine such interest rate) or in the spread over the applicable index or benchmark rate, solely as a function of the passage of time; provided that an obligation or security providing for payment of a constant rate of interest or in the spread over the applicable index or benchmark rate at all times after the date of acquisition by the Borrower shall not constitute a Step-Down Loan.
“Step-Up Loan” means an obligation or security which by the terms of the applicable Related Contracts provides for an increase in the per annum interest rate on such obligation or security, or in the spread over the applicable index or benchmark rate, solely as a function of the passage of time; provided that an obligation or security providing for payment of a constant rate of interest or in the spread over the applicable index or benchmark rate at all times after the date of acquisition by the Borrower shall not constitute a Step-Up Loan.
“Structured Finance Obligation” means any obligation issued by a special purpose entity secured directly and primarily by, referenced to, or representing ownership of, a pool of receivables or other financial assets of any Obligor (excluding any loan made to an operating business that buys, sells and/or liquidates such assets in the ordinary course of business), including (but not limited to) collateralized debt obligations, collateralized loan obligations, asset backed securities and mortgage backed securities or any re-securitization thereof.
“Structuring Agent” means MUFG Securities Americas Inc.
“Structuring Agent Fee Letter” means the letter agreement, dated as of the 2025 Closing Date, between the Borrower and the Structuring Agent.
“Structuring Fee” has the meaning set forth in the Structuring Agent Fee Letter.
“Subordinated Services Fee” has the meaning assigned to such term in the Corporate Services Agreement.
“Subsidiary” means any corporation, limited partnership, limited liability company or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Borrower.
“Synthetic Security” means a security or swap transaction, other than a Participation Interest, that has payments associated with either payments of interest on and/or principal of a reference obligation or the credit performance of a reference obligation.
“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term SOFR” means, for any calculation with respect to a borrowing, the Term SOFR Reference Rate for a tenor of three months on the day (such day, a “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the CME Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the CME Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the CME Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day; provided, further, that if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.
“Term SOFR Borrowing” means, as to any Borrowing, the Term SOFR Loans comprising such Borrowing.
“Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR.”
“Term SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR.
“Term SOFR Reference Rate” means, for any day and any time, with respect to any borrowing of Term SOFR Loans and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative Agent as the forward-looking term rate based on SOFR.
“Total Capitalization” means, at any time, the sum of (a) the Principal Collateralization Amount, plus (b) the aggregate amount of the Undrawn Commitments.
“Total Debt/EBITDA Ratio” means, with respect to any Collateral Loan as of the date of acquisition by the Borrower, the meaning of “Total Debt/EBITDA Ratio” or any comparable definition in the Related Contracts for such Collateral Loan. In case that “Total Debt/EBITDA Ratio” or such comparable definition is not defined in such Related Contracts, for any Obligor, the ratio of (x) Indebtedness of such Obligor to (y) EBITDA of such Obligor.
“Total Revolving Commitment” means, as of any date of determination, the aggregate amount of the Revolving Commitments on such date, which as of the 2025 Closing Date is $500,000,000.
“Transaction Documents” means this Agreement, the Account Control Agreement, the Corporate Services Agreement, the Notes, the Purchase and Sale Agreement, the Collateral Agent Fee Letter, the Lender Fee Letter, the Document Custodian Fee Letter and the Structuring Agent Fee Letter.
“Transferor” means Blue Owl Technology Finance Corp.
“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.
“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 11.3.
“UK Bail-In Legislation” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolutions of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“UK Financial Institution” means any BRRD Undertakings (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibilities for the resolution of any UK Financial Institution.
“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York, except as otherwise specified in this Agreement.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“Undrawn Commitment” means, with respect to any Lender at any time, an amount (which may not be less than zero) equal to the undrawn portion of such Lender’s Revolving Commitment at such time.
“Unfunded Amount” means, at any time, the sum of (i) the aggregate Exposure Amount at such time plus (ii) the aggregate Unsettled Amount at such time.
“Unfunded Exposure Account” means the trust account established pursuant to Section 8.3(b).
“United States” means the United States of America, including the states and the District of Columbia, but excluding its territories and possessions.
“Unrestricted Cash” means “Unrestricted Cash” or any comparable term in the Related Contract for any Collateral Loan, and in any case that “Unrestricted Cash” or such comparable term is not defined in such Related Contracts, all cash available for use for general corporate purposes and not held in any reserve account or legally or contractually restricted for any particular purposes or subject to any lien (other than blanket liens permitted under or granted in accordance with such Related Contracts), as reflected on the most recent financial statements of the related Obligor that have been delivered to the Borrower.
“Unsettled Amount” means, as of any date, the aggregate purchase price amount in respect of any Collateral Loans that the Borrower has entered into a binding commitment to acquire but has not yet settled.
“Unused Fee” has the meaning set forth in the Lender Fee Letter.
“Warranty Collateral Loan” has the meaning set forth in Section 10.1(d).
“Weighted Average Advance Rate” means, as of any date of determination, an amount equal to (a) the aggregate sum of the products, for each Collateral Loan, of (i) the Applicable Advance Rate for such Collateral Loan as of such date and (ii) the Adjusted Collateral Loan Balance of such Collateral Loan (less the portion, if any, of such Collateral Loan allocated by the Borrower to the Excess Concentration Amount) as of such date divided by (b)(i) the Aggregate Adjusted Collateral Loan Balance of all Collateral Loans minus (ii) the Excess Concentration Amount.
“Weighted Average Coupon” means, with respect to Fixed Rate Obligations (excluding Defaulted Loans), as of any date, the number obtained by:
(x) summing (i) the sum of the products obtained by multiplying the required cash-pay portion of the interest coupon of each such Fixed Rate Obligation (plus any other fees (such as anniversary fees, commitment fees, etc.) that are contractually required to be paid) as of such date by the Principal Balance of each such Collateral Loan as of such date and (ii) the sum of the products obtained by multiplying, with respect to each such Collateral Loan that is a Revolving Collateral Loan or a Delayed Funding Loan, the related commitment or undrawn fee as of such date by the Exposure Amount of each such Collateral Loan as of such date, and
(y) dividing such sum by the Aggregate Principal Balance plus the Exposure Amount of all such Collateral Loans, and rounding the result up to the nearest 0.001%; provided that if the foregoing amount is less than 6.0%, then all or a portion of the Weighted Average Coupon Adjustment, if any, as of such date, to the extent not exceeding such shortfall, shall be added to such result.
“Weighted Average Coupon Adjustment” means, as of any date, a fraction (expressed as a percentage), the numerator of which is equal to the product of (i) the excess, if any, of the Weighted Average Spread for such date over the Minimum Floating Spread and (ii) the Aggregate Principal Balance plus the Exposure Amount of all Floating Rate Obligations (excluding Defaulted Loans), and the denominator of which is the Aggregate Principal Balance plus Exposure Amount of all Fixed Rate Obligations (excluding Defaulted Loans). In computing the Weighted Average Coupon Adjustment on any date, the Weighted Average Spread for such Measurement Date shall be computed as if the Weighted Average Spread Adjustment was equal to zero.
“Weighted Average Life” means, as of any Measurement Date, the number obtained by (a) for each Collateral Loan (other than a Defaulted Loan), multiplying the amount of each Scheduled Distribution of principal (treating each Revolving Collateral Loan and Delayed Funding Loan as if the same were fully funded) to be paid after such Measurement Date by the number of years (rounded to the nearest hundredth) from such Measurement Date until such Scheduled Distribution of principal is due; (b) summing all of the products calculated pursuant to clause (a); and (c) dividing the sum calculated pursuant to clause (b) by the sum of all Scheduled Distributions (treating each Revolving Collateral Loan and Delayed Funding Loan as if the same were fully funded) of principal due on all the Collateral Loans (other than Defaulted Loans) as of such Measurement Date.
“Weighted Average Spread” means, with respect to Floating Rate Obligations (in each case excluding Defaulted Loans), as of any date, the number obtained by:
(x) summing (i) the sum of the products obtained by multiplying the excess of the cash-pay portion of the interest rate payable on such Collateral Loan (plus for any Collateral Loan, any other fees (such as anniversary fees, commitment fees, etc.) that are contractually required to be paid) (such rate stated as a per annum rate) over Term SOFR as then in effect (which spread or excess may be expressed as a negative percentage) by the Principal Balance of each Collateral Loan as of such date and (ii) the sum of the products obtained by multiplying, with respect to each such Collateral Loan that is a Revolving Collateral Loan or a Delayed Funding Loan, the related commitment or undrawn fee as of such date by the Exposure Amount of each such Collateral Loan as of such date; and
(y) dividing such sum by the Aggregate Principal Balance plus the Exposure Amount of all such Collateral Loans, and rounding the result up to the nearest 0.001%; provided that if the foregoing amount is less than the Minimum Floating Spread (in calculating the Minimum Weighted Average Spread Test), then all or a portion of the Weighted Average Spread Adjustment, if any, as of such date, to the extent not exceeding such shortfall, shall be added to such result.
“Weighted Average Spread Adjustment” means, as of any date, a fraction (expressed as a percentage), the numerator of which is equal to the product of (i) the excess, if any, of the Weighted Average Coupon for such date over 6.0% and (ii) the Aggregate Principal Balance plus the Exposure Amount of all Fixed Rate Obligations (in each case excluding Defaulted Loans), and the denominator of which is the Aggregate Principal Balance plus the Exposure Amount of all Floating Rate Obligations as of such date (in each case excluding Defaulted Loans). In computing the Weighted Average Spread Adjustment on any Measurement Date, the Weighted Average Coupon for such date shall be computed as if the Weighted Average Coupon Adjustment was equal to zero.
“Withholding Agent” means the Borrower, the Administrative Agent and the Collateral Agent.
“Write-Down and Conversion Powers” means:
(a)with respect to any Bail-In Legislation described in the EU Bail-In Legislation Schedule, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and
(b)with respect to the United Kingdom, any powers under the UK Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.
“Zero Coupon Loan” means a Collateral Loan that at the time of acquisition does not by its terms provide for periodic payments of interest in Cash.
Section 1.2Accounting Terms and Determinations and UCC Terms.
(a)Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP as in effect from time to time.
(b)Unless otherwise specified herein and unless the context requires a different meaning, all terms used herein that are defined in Articles 8 and 9 of the UCC are used herein as so defined.
Section 1.3Assumptions and Calculations with respect to Collateral Loans.
In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral Loans, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral Loans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.3 shall be applied. The provisions of this Section 1.3 shall be applicable to any determination or calculation that is covered by this Section 1.3, whether or not reference is specifically made to Section 1.3, unless some other method of calculation or determination is expressly specified in the particular provision.
(a)Scheduled interest due on Collateral Loans on which payments are subject to foreign withholding taxes, will be the minimum net amount to be received after giving effect to the maximum permitted withholding and to any “gross-up” payments required to be made by the related Obligor pursuant to such loan’s Related Contracts.
(b)Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars.
(c)The determination of the percentage of Total Capitalization that would be represented by a specified type of Collateral Loans will be calculated by dividing the Aggregate Maximum Principal Balance of such specified type of Collateral Loans by Total Capitalization. For purposes of this Section 1.3(c), a “type” of Collateral Loan shall correspond to each clause of the definition of “Concentration Limitations” and to each reference to Current Pay Obligations in the respective provisos to the definitions of Current Pay Obligation and Defaulted Loan.
(d)Any portion of a Collateral Loan or other loan or security owned of record by the Borrower that has been assigned by the Borrower to a third party and released from the Lien of this Agreement in accordance with the terms hereof shall no longer constitute Collateral or a Collateral Loan hereunder.
(e)For purposes of calculating the Overcollateralization Ratio Test, except as otherwise specified in the Overcollateralization Ratio Test, such calculation will not include scheduled interest and principal payments on Defaulted Loans unless or until such payments are actually made.
(f)For each Due Period and as of any date of determination, the Scheduled Distribution on any Collateral Loans (other than Defaulted Loans, which, except as otherwise provided herein, shall be assumed to have a Scheduled Distribution of zero) shall be the sum of (i) the total amount of payments and collections to be received during such Due Period in respect of such Collateral Loans (including the proceeds of the sale of such Collateral Loans received and, in the case of sales which have not yet settled, to be received during such Due Period) and not reinvested in additional Collateral Loans or retained in the Collection Account for subsequent reinvestment pursuant to Section 8.2 that, if received as scheduled, will be available in the Collection Account at the end of such Due Period and (ii) any such amounts received in prior Due Periods that were not disbursed on a previous Quarterly Payment Date or retained in the Collection Account for subsequent reinvestment pursuant to Section 8.2.
(g)Each Scheduled Distribution receivable with respect to a Collateral Loan shall be assumed to be received on the applicable Due Date, and each such Scheduled Distribution shall be assumed to be immediately deposited in the Collection Account to earn interest at the Assumed Investment Rate. All such funds shall be assumed to continue to earn interest until the date on which they are required to be available in the Collection Account for application, in accordance with the terms hereof, to payments of principal of or interest on the Loans or other amounts payable pursuant to this Agreement.
(h)References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(i)For purposes of calculating all Concentration Limitations, in the numerator of any component of the Concentration Limitations, Defaulted Loans will be treated as having a Maximum Principal Balance equal to the Recovery Value.
(j)Except as otherwise provided herein, Defaulted Loans will not be included in the calculation of the Collateral Quality Test.
(k)For purposes of calculating the Overcollateralization Ratio Test, the Collateral Quality Test and the Concentration Limitations, capitalized or deferred interest (and any other interest that is not paid in cash) on Collateral Loans will be excluded other than any capitalized or deferred interest that is acquired using Principal Proceeds or the proceeds of any Borrowing.
(l)References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s receipt by contribution from the Transferor or making or origination of such Collateral Loan. Portions of the same Collateral Loan acquired by the Borrower on different dates (whether through purchase or receipt by contribution thereof, but excluding subsequent draws under Revolving Collateral Loans or Delayed Funding Loans) will, for purposes of determining the purchase price of such Collateral Loan, be treated as separate purchases on separate dates (and not a weighted average purchase price for any particular Collateral Loan).
(m)For purposes of calculating the Weighted Average Spread or Weighted Average Coupon, (i) a Collateral Loan that is a Step-Down Loan will be treated as having the lowest per annum interest rate or spread over the applicable index or benchmark rate over the remaining maturity of such Collateral Loan and (ii) a Collateral Loan that is a Step-Up Loan will be treated as having the then current per annum interest rate or spread over the applicable index or benchmark rate.
(n)For purposes of calculating compliance with any tests under this Agreement (including without limitation the Overcollateralization Ratio Test, the Collateral Quality Test, the Senior Advance Rate Test, and the Concentration Limitations), the trade date (and not the settlement date) with respect to any acquisition or disposition of a Collateral Loan or Eligible Investment shall be used to determine whether and when such acquisition or disposition has occurred.
(o)For purposes of calculating the Principal Collateralization Amount and the Investment Criteria Adjusted Balance, Discount Loans shall be allocated so as to result in the lowest possible calculation of the Principal Collateralization Amount and the Investment Criteria Adjusted Balance.
(p)For the avoidance of doubt, neither a failure to satisfy the Eligibility Criteria upon the acquisition of a debt obligation nor a breach of Section 5.12 shall occur solely as a result of any property of an Obligor being subject to a Lien imposed by law, such as materialmen’s, warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith.
(q)Any use of “material” or “materially” or words of similar meaning in this Agreement shall mean material to the ability of the Borrower or the Services Provider to perform its obligations under the Transaction Documents or to the rights and remedies of the Secured Parties under the Transaction Documents.
(r)For the avoidance of doubt, each Ineligible Asset shall be disregarded for the purposes of calculating the Overcollateralization Ratio Test, the Collateral Quality Test, the Concentration Limitations, and the Senior Advance Rate Test.
(s)If a Collateral Loan included in the Collateral would be deemed a Current Pay Obligation but for the applicable percentage limitation in the proviso to the definition of “Defaulted Loan,” then the Current Pay Obligations with the lowest Market Value (assuming that such Market Value is expressed as a percentage of the Principal Balance of such Current Pay Obligations as of the date of determination) shall be deemed Defaulted Loans. Each such Defaulted Loan will be treated as a Defaulted Loan for all purposes until such time as the Aggregate Principal Balance of Current Pay Obligations would not exceed, on a pro forma basis including such Defaulted Loan, the applicable percentage of Total Capitalization.
Section 1.4Cross-References; References to Agreements.
“Herein”, “hereof” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision. Unless otherwise specified, references in this Agreement to any Article, Section, Schedule or Exhibit are references to such Article or Section of, or Schedule or Exhibit to, this Agreement, and references in any Article, Section, Schedule or definition to any subsection or clause are references to such subsection or clause of such Article, Section, Schedule or definition. Unless otherwise specified, all references herein to any agreement or instrument shall be interpreted as references to such agreement or instrument as it may be amended, supplemented or restated from time to time in accordance with its terms and the terms of this Agreement and the other Transaction Documents. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”.
Section 1.5Reference to Secured Parties. In each case herein where any payment or distribution is to be made or notice is to be given to the “Secured Parties”, (i) such payments and distributions in respect of the Lenders shall be made to the Collateral Agent and (ii) such notices in respect of the Lenders shall be made to the Administrative Agent.
ARTICLE II
THE LOANS
Section 2.1The Revolving Commitments.
On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III:
(a)each Revolving Lender severally agrees to make loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the period from the 2025 Closing Date through the end of the Commitment Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Lender’s Revolving Commitment and (ii) as to all Lenders, the Total Revolving Commitment at such time; and
(b)within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7.
Section 2.2Making of the Loans.
(a)If the Borrower desires to request a Borrowing it shall give the Agents a written notice in substantially the form set forth on Exhibit B hereto (each, a “Notice of Borrowing”), (i) in the case of a Term SOFR Borrowing, no later than 11:00 a.m., New York City time, two (2) Business Days prior to the day of the requested Borrowing, and (ii) in the case of an ABR Borrowing, no later than 2:00 pm, New York City time, two (2) Business Days prior to the requested date of any Borrowing. Following receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the amount of its Percentage Share of the applicable Requested Amount.
(b)Each Notice of Borrowing shall be dated the date the request for the related Borrowing is being made, signed by an Authorized Officer of the Borrower and otherwise be appropriately completed. The proposed Borrowing Date specified in each Notice of Borrowing shall be a Business Day falling during the Commitment Period.
(c)The amount of the Borrowing requested in each Notice of Borrowing (the “Requested Amount”) shall be equal to at least $250,000 and integral multiples of $1,000 in excess thereof (or, if less, the aggregate Undrawn Commitments).
(d)Each Notice of Borrowing shall be revocable by the Borrower only if written notice of such revocation is given to the applicable Lenders and the Administrative Agent (with a copy to the Collateral Agent) no later than 2:00 p.m. (New York City time) on the date that is one Business Day before the date of the related Borrowing. Notices of Borrowing shall otherwise be irrevocable.
(e)Each Lender shall, not later than 1:00 p.m. (New York City time) on each Borrowing Date in respect of the Loan to be funded by it hereunder, make its Percentage Share of the applicable Requested Amount available to the Borrower by disbursing such funds in Dollars to an account specified by the Borrower in the Notice of Borrowing; provided that if the Loan is not funded through an account with the Administrative Agent, the Borrower shall provide written notice to the Administrative Agent when funds are received.
(f)The failure of any Lender to fund any Loan on a Borrowing Date hereunder shall not relieve any other Lender of any obligation hereunder to fund any Loan on such date. Notwithstanding the foregoing and any other provision to the contrary contained herein, if any Lender shall have failed to fund its Percentage Share of a previously requested Loan on the applicable date of Borrowing and the Borrower provides a new Notice of Borrowing as a result of such failure to fund, then, in each such case, if necessary to make such Borrowing, the Borrower shall be permitted a single additional Loan without regard to the minimum funding limit set forth herein.
(g)Each Revolving Lender severally agrees, upon request of the Borrower in accordance with Section 3.3, on the last day of the Commitment Period (except if the Commitment Period is terminated due to the Reinvestment Period being terminated as a result of clause (b) of the definition of Reinvestment Period) to make a Revolving Loan in an amount, not to exceed its Undrawn Commitment, equal to its pro rata share (based on its Revolving Commitment) of the Net Aggregate Exposure Amount, but only to the extent that after giving effect to the making of such Revolving Loan, the conditions precedent set forth in Section 3.3 are satisfied.
The Borrower shall deposit the proceeds of such Loans in the Unfunded Exposure Account.
Section 2.3Evidence of Indebtedness; Notes.
(a)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to it and resulting from the Loans made by such Lender to the Borrower, from time to time, including the amounts of principal and interest thereon and paid to it, from time to time hereunder. Notwithstanding any provision herein to the contrary, the parties hereto intend that the Loans made hereunder shall constitute a “loan” and not a “security” for purposes of Section 8-102(15) of the UCC.
(b)The Administrative Agent shall maintain, in accordance with its usual practices, accounts in which it will record (i) the amount of each Loan made hereunder to the Borrower, (ii) the amount of any principal due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any principal sum paid by the Borrower hereunder and each Lender’s share thereof.
(c)The entries maintained in the accounts maintained pursuant to clauses (a) and (b) of this Section 2.3 shall, absent manifest error, be prima facie evidence of the existence and amounts of the Loans therein recorded; provided that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. In the event of a conflict between the entries maintained by a Lender and those maintained by the Administrative Agent, the records of the Administrative Agent shall control.
(d)Any Lender may request that its Loans to the Borrower be evidenced by a Note or Notes. In such event, the Borrower shall promptly prepare, execute and deliver to such Lender a Note (or Notes) payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns). Thereafter, to the extent reflected in the Register, the Loans of such Lender evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.6) be represented by one or more Notes payable to such Lender (or registered assigns pursuant to Section 12.6), except to the extent that such Lender (or registered assignee) subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in clauses (a) and (b) of this Section 2.3. At the time of any payment or prepayment in full of the Loans evidenced by any Note, such Note shall be surrendered to the Administrative Agent promptly (but no more than five Business Days) following such payment or prepayment in full. Any such Note shall be cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note. If requested by any Lender in writing, the Borrower shall obtain a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder.
Section 2.4Maturity of Loans.
Each Loan shall mature, and the principal amount thereof shall be due and payable, on the Stated Maturity.
Section 2.5Interest Rates.
(a)The Loans shall be Term SOFR Loans, except as otherwise provided in this Agreement, including without limitation, in Sections 11.1 and 11.2.
(b)The Loans shall bear interest on the unpaid principal amount thereof, for each day such Loan is outstanding during each Interest Period applicable thereto, at a rate per annum equal to the Applicable Rate with respect thereto.
(c)Such interest shall be payable for each Interest Period on the Quarterly Payment Date immediately following the end of such Interest Period and on the Stated Maturity and as otherwise set forth herein.
(d)In the event that, and for so long as, an Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by Applicable Law, overdue interest in respect of all Loans, shall automatically bear interest for each day at the annual rate of the sum of (i) the Applicable Rate for such Loan for such day plus (ii) two percent (the “Post-Default Rate” for such Loan).
(e)The Administrative Agent shall determine each interest rate applicable to the Loans hereunder for any Interest Period or portion thereof pursuant to this Section 2.5 and the related definitions.
(f)The Administrative Agent shall provide notice to the Borrower, the Collateral Agent, the Collateral Administrator and the Lenders of any and all SOFR rate sets on the date that any such rate set is determined.
Section 2.6Unused Fees; Structuring Fees.
(a)Unused Fees Payable. In accordance with the terms set forth in the Lender Fee Letter, the Borrower shall pay to the Lender pursuant to the Lender Fee Letter, the Unused Fee.
(b)Structuring Fees Payable. On the 2025 Closing Date, the Borrower shall pay to the Structuring Agent pursuant to the Structuring Agent Fee Letter, the Structuring Fee.
(c)Prepayment Fees Payable. In accordance with the terms set forth in the Lender Fee Letter, the Borrower shall pay to the Lender pursuant to the Lender Fee Letter, the Prepayment Fee.
(d)Fees Non-Refundable. All fees set forth in this Section 2.6 shall be deemed to have been earned on the date such payment is due in accordance with the provisions of this Agreement and shall be non-refundable. The obligation of the Borrower to pay such fees in accordance with the provisions of this Agreement shall be binding upon the Borrower and shall inure to the benefit of the Lenders regardless of whether any Loans are actually made.
Section 2.7Reduction of Revolving Commitments; Conversion; Prepayments.
(a)Reduction and Termination.
(i)The Total Revolving Commitment shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. For the avoidance of doubt, the reduction of the Total Revolving Commitment shall not require the repayment or prepayment of the Revolving Loans.
(ii)The Borrower shall have the right at any time to reduce the Total Revolving Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders, the applicable Rating Agency and the Administrative Agent, which notice shall specify the effective date of such reduction and include a Borrowing Base Calculation Statement (calculated on a pro forma basis after giving effect to such prepayment), and on such effective date the Total Revolving Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments if all amounts in respect of the Revolving Loans and all other Obligations with respect thereto due under this Agreement and the other Transaction Documents are satisfied in full, including without limitation all principal, interest, Unused Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments of each Revolving Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment below the aggregate principal amount of the Revolving Loans at such time.
(iii)Following the 2025 Closing Date, the Total Revolving Commitment (and the Revolving Commitment of each Lender), once terminated or reduced may not be reinstated.
(iv)The Borrower will not reduce the Total Revolving Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.
(b)Prepayments on Quarterly Payment Dates. On each Quarterly Payment Date, the Loans will be prepaid to the extent required under the Priority of Payments. To the extent designated by the Borrower in writing to the Administrative Agent, each such prepayment of Revolving Loans shall result in a permanent reduction (or termination, as applicable) of the Revolving Commitments.
(c)[Reserved].
(d)Other Prepayments. From and after the date on which the Reinvestment Period ends (or at any time prior to the expiration of the Reinvestment Period if (1) the Borrower is required to pay any Increased Costs, (2) necessary to cure any Event of Default, to satisfy the Overcollateralization Ratio Test, the Collateral Quality Test, the Senior Advance Rate Test, the Concentration Limitations, or any Eligibility Criteria or (3) any Lender becomes a Defaulting Lender), subject to the requirements that after giving effect to the proposed prepayment and/or redemption (x) there will be sufficient funds in the Collection Account to make all payments described in clauses (A) through (C) of Section 9.1(a)(i) on the next Quarterly Payment Date, (y) there is no Commitment Shortfall, on any Business Day and (z) the Borrower has delivered to the Administrative Agent a Borrowing Base Calculation Statement (calculated on a pro forma basis after giving effect to such prepayment):
(i)the Borrower may (A) upon at least two Business Days’ notice (in substantially the form as set out in Exhibit L and which shall contain a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.7(d) with respect to such proposed prepayment) to the Agents and the applicable Rating Agency, prepay all or any portion of the Loans then outstanding, without penalty or premium, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the Collection Account constituting Principal Proceeds) together with accrued interest (including any accrued and unpaid interest amounts) and Unused Fees, if applicable, thereon to the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Proceeds) and any amount due pursuant to Section 2.9 (from amounts on deposit in the Collection Account constituting Principal Proceeds); provided that any prepayments of Loans made pursuant to this clause (A) shall result in the reduction and, as applicable, termination, of the Revolving Commitments on a dollar-for-dollar basis and shall be allocated between Lenders on a pro rata basis; and (B) on any Business Day during the Reinvestment Period, if the Senior Advance Rate Test and the Overcollateralization Ratio Test is satisfied, or if not satisfied, maintained or improved, after giving effect thereto, upon at least two Business Days’ notice to the Agents, prepay all or any portion of the Revolving Loans then outstanding by paying the principal amount to be prepaid (from amounts on deposit in the Collection Account constituting Principal Proceeds) together with accrued interest and Unused Fees, if applicable, thereon to the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Proceeds) and any amounts due pursuant to Section 2.9 (from amounts on deposit in the Collection Account constituting Principal Proceeds); provided that any prepayments of the Revolving Loans made pursuant to this clause (B) shall not result in any reduction in the Revolving Commitments at such time and such prepaid amounts under the Revolving Loans may be re-borrowed in accordance with the terms of this Agreement;
(ii)Each notice of such prepayment and/or redemption shall be effective upon receipt and shall be dated the date such notice is being given, signed by an Authorized Officer of the Borrower. Each prepayment and/or redemption of any Loans by the Borrower pursuant to this Section 2.7(d) shall in each case be in a principal amount of at least $250,000 or a whole multiple of $1,000 in excess thereof or, if less, the entire outstanding principal amount of such Loans. If a notice of such prepayment and/or redemption is given by the Borrower, the Borrower shall make such prepayment and/or redemption and the payment amount specified in such notice shall be due and payable on the date specified therein. Each prepayment and redemption pursuant to this Section 2.7(d) shall be subject to Section 2.9. All prepayments and redemptions of Loans pursuant to this Section 2.7(d) shall be applied in accordance with the procedures set forth in Section 2.7(d) and shall not be subject to the Priority of Payments.
(e)Upon receipt of a notice of reduction or prepayment and/or redemption from the Borrower pursuant to Section 2.7(a)(ii) or 2.7(d), the Administrative Agent shall promptly notify each Lender, of the contents thereof and of such Lender’s ratable share (if any) of such reduction, prepayment or redemption, as applicable, and such notice shall thereafter be revocable by the Borrower no later than 2:00 p.m. (New York City time) one Business Day before the date set forth by the Borrower in the applicable notice of reduction or prepayment as the reduction or prepayment and/or redemption date. Upon the expiration of such time period, the notice of reduction or prepayment and/or redemption shall be irrevocable; provided that any such notice may provide that repayment and/or redemption shall be subject to and contingent on the consummation of alternative financing.
(f)Except as provided in clause (d) above and in the proviso to this clause (f) below, all reductions of the Revolving Commitments shall be applied to the Revolving Commitments of each Revolving Lender ratably in accordance with their relevant applicable Percentage Shares, and all prepayments of the Loans shall be applied to the outstanding principal amount of the Revolving Loans; provided that, (i) with the consent of the Administrative Agent and each Revolving Lender, reductions of the Revolving Commitments need not be applied ratably and (ii) with the consent of the Administrative Agent and each Lender, the prepayments of the Loans need not be applied on a pro rata basis.
(g)The Borrower may effect a prepayment of all or any portion of the Loans then outstanding pursuant to Section 2.7 from the proceeds of the sale of Collateral Loans in connection with a Permitted Securitization. The Borrower may effect a Permitted Distribution from the proceeds of the sale of Collateral Loans in connection with a Permitted Securitization if the Borrower has first effected a prepayment of a portion of the Loans then outstanding from such proceeds pursuant to Section 2.7 in an amount sufficient to satisfy the requirements of clause (b) of the definition of Permitted Distribution.
Section 2.8General Provisions as to Payments.
(a)The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, no Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender.
(b)Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Transaction Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Transaction Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Transaction Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due.
(c)The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
Section 2.9Funding Losses.
If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.
In the case of a Term SOFR Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.
In the event of (a) the payment of any principal of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (b) the conversion of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Term SOFR Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 11.5, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate on the following Quarterly Payment Date after receipt thereof.
Section 2.10Computation of Interest and Fees.
Except as otherwise expressly provided herein, interest and fees payable pursuant to this Agreement shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day except in the case of interest or fees calculated on the basis of an Interest Period). All amounts payable hereunder shall be paid in Dollars.
Section 2.11No Cancellation of Indebtedness.
Notwithstanding anything to the contrary herein, no Loan may be cancelled, surrendered, abandoned or forgiven except for payment as provided herein.
ARTICLE III CONDITIONS TO BORROWINGS Section 3.3Borrowings.
Section 3.1[Reserved].
Section 3.2[Reserved].
The obligation of any Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
(a)the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, a Notice of Borrowing (including the attached Borrowing Base Calculation Statement) as required by Section 2.2;
(b)immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such Borrowing Date and (ii) the Senior Advance Rate Test shall be satisfied;
(c)no Commitment Shortfall shall exist after giving effect to such Borrowing;
(d)except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default or Event of Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans;
(e)[reserved];
(f)the representations and warranties of the Borrower contained in this Agreement and each of the other Transaction Documents shall be true and correct in all material respects or with respect to all representations and warranties that are already qualified as to "materiality", "Material Adverse Effect" or other similar language, are true and correct in all respects, in each case, on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Loans;
(g)no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;
(h)each of the Transaction Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Transaction Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders);
(i)except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing); and
(j)the Initial Borrowing Date Portfolio Condition shall be satisfied.
Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE BORROWER
In order to induce the Administrative Agent and each of the Lenders which are or may become a party to this Agreement to make the Loans, the Borrower makes the following representations and warranties as of the 2025 Closing Date. Such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the other Transaction Documents, and the making of the Loans and shall be deemed to be reaffirmed as being true and correct in all material respects, or with respect to all representations and warranties that are already qualified as to "materiality", "Material Adverse Effect" or other similar language, are true and correct in all respects, in each case, as of each Borrowing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be deemed to be reaffirmed as being true and correct in all material respects or in all respects, as applicable, as of such earlier date).
Section 4.1Existence and Power; Consents.
The Borrower is a limited liability company duly formed and validly existing and in good standing under the laws of Delaware. Each of the Borrower’s chief place of business, its chief executive office and the office in which the Borrower maintains its books and records are located in the address set forth on Schedule F. The Borrower has all powers and authority and all material governmental licenses, authorizations, consents and approvals required to own its property and assets and carry on its business as now conducted or as it presently proposes to conduct it, and to enter into and perform its obligations pursuant to this Agreement and the other Transaction Documents to which it is a party, and has been duly qualified and is in good standing (or the equivalent certification) in each jurisdiction in which the failure to be so qualified and/or in good standing (or the equivalent certification) is likely to have a Material Adverse Effect.
Section 4.2Power and Authority; Due Authorization; Execution and Delivery.
The Borrower has the power, authority and legal right to (i) execute, deliver and carry out the terms and provisions of each of the Transaction Documents to which it is a party, (ii) has taken all necessary action to authorize the execution, delivery and the performance of such Transaction Documents to which it is a party, (iii) perform and carry out the terms of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated thereby, and (iv) grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in the Collateral on the terms and conditions of this Agreement and the other Transaction Documents. The Borrower has duly executed and delivered each such Transaction Document, and each such Transaction Document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.
Section 4.3No Violation.
Neither the execution, delivery or performance by the Borrower of any of the Transaction Documents, or any other agreements or instruments executed or delivered in connection therewith, to which it is a party nor compliance by the Borrower with the terms and provisions thereof nor the consummation of the transactions among the Borrower, the Services Provider, the Lenders and/or the Agents, as applicable, contemplated by each of the Transaction Documents (i) will contravene in any material respect any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict, in any material respect, with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower, pursuant to the terms of any indenture, agreement, lease, instrument or undertaking to which the Borrower is a party or by which it or any of its property or assets is bound or to which it is subject (except Permitted Liens) or (iii) will contravene the terms of any organizational documents of the Borrower, or any amendment thereof.
Section 4.4Litigation.
There is no litigation, action, suit, investigation or proceeding pending against or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened against or adversely affecting, (i) the Borrower or the Services Provider, or any of their respective properties or (ii) any of the Transaction Documents or any of the transactions contemplated by any of the Transaction Documents, before any court, arbitrator or any governmental body, agency or official, in each case, which (a) assert the invalidity of this Agreement or any other Transaction Document, (ii) seek to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document or (iii) has had or would reasonably be expected to have, either individually or in the aggregate with all other such litigations, actions, suits, investigations and proceedings, a Material Adverse Effect. To the knowledge of the Borrower after due inquiry, no injunction, writ, restraining order or other order of any nature adversely affects the Borrower’s performance of its obligations under this Agreement or any Transaction Document to which the Borrower is a party.
Section 4.5Compliance with ERISA.
(a)Neither the Borrower nor any member of its ERISA Group, if any, has any liability or obligation with respect to any Plan or any Multiemployer Plan which has had or could reasonably be expected to have a Material Adverse Effect. The Borrower has not maintained or sponsored any Plan or any Multiemployer Plan in the past 5 years.
(b)The assets of the Borrower are not treated as (i) “plan assets” for purposes of 29 C.F.R. Section 2510.3-101 and Section 3(42) of ERISA (“Plan Assets”) or (ii) “plan assets” of any governmental plan that is subject to laws or regulation substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”).
No transaction contemplated by the Transaction Documents, including the exercise of rights with respect to the Collateral, constitutes or will result in a Prohibited Transaction or violation of Similar Law, and the Borrower has not taken, or omitted to take, any action which, would constitute or result in the occurrence of any Prohibited Transaction or violation of Similar Law in connection with the transactions contemplated hereunder. The representation in the preceding sentence assumes the accuracy of the Lenders’ representations set forth in Section 7.10.
Section 4.6Environmental Matters.
(a)The Borrower’s operations comply in all material respects with all applicable Environmental Laws;
(b)none of the Borrower’s operations is the subject of a federal or state investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Substances into the environment;
(c)the Borrower does not have any material contingent liability in connection with any release of any Hazardous Substances into the environment; and
(d)the Borrower has not received any written notice of, or inquiry from any Governmental Authority that has not been conveyed to the Agents and Lenders in writing regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws.
Section 4.7Taxes.
The Borrower has filed or caused to be filed all federal and other material tax returns and reports required to be filed by it and has paid all federal and other material Taxes required to be paid by it, except such as are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves in accordance with GAAP are being maintained.
Section 4.8Full Disclosure.
(a)No written information (other than projections, other forward-looking information, information of a general economic or general industry nature and pro forma financial information) heretofore (as of each date when this representation and warranty is made) furnished by or on behalf of the Borrower to the Agents, the Collateral Administrator, the Custodian or any Lender for purposes of, or in connection with this Agreement or any transaction contemplated hereby, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which such information was furnished, not misleading (to the best knowledge of the Borrower, in the case of information obtained by the Borrower from Obligors or other unaffiliated third parties) as of the date such information was furnished. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such projections and pro forma financial information as it relates to future events are not to be viewed as fact and that actual results during the period or periods covered by such projections and pro forma financial information may differ from the projected and pro forma results set forth therein by a material amount.
(b)The information included in the Beneficial Ownership Certification most recently provided to the Administrative Agent by the Borrower is true and correct in all respects.
Section 4.9Solvency.
On the 2025 Closing Date, and after giving effect to the transactions contemplated by the Transaction Documents, the Borrower will be solvent.
Section 4.10Use of Proceeds; Margin Regulations.
All proceeds of the Loans will be used by the Borrower only in accordance with the provisions of this Agreement and the other Transaction Documents. No part of the proceeds of any Loan will be used by the Borrower in any manner, whether directly or indirectly, that causes such Loan or the application of such proceeds to violate Regulations U or X of the Federal Reserve Board.
Section 4.11Governmental Approvals.
No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery or performance of any Transaction Document (and any other agreement or instrument executed or delivered in connection therewith) to which the Borrower is a party or the consummation of any of the transactions contemplated thereby or the enforceability of this Agreement or the transfer of an ownership interest of any Collateral Loan or grant of a security interest in the Collateral other than those that have already been duly made or obtained and remain in full force and effect or those recordings and filings in connection with the Liens granted to the Collateral Agent under the Transaction Documents, except for orders, consents, approvals, licenses, authorizations, validations, filings, recordings, registrations, or exemptions, that, if not obtained, would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 4.12Investment Company Act; Broker Dealer.
Neither the Borrower nor the pool of Collateral is an “investment company” as defined in, or subject to regulation under, the Investment Company Act. The Borrower is not a broker-dealer or subject to the Securities Investor Protection Act of 1970.
Section 4.13Representations and Warranties in Transaction Documents.
All representations and warranties made by the Borrower in the Transaction Documents to which it is a party are true and correct in all material respects as of the date of this Agreement and as of any date that Borrower is deemed to reaffirm the same under this Agreement (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
Section 4.14Ownership of Assets.
The Borrower owns all of its properties and assets, of any nature whatsoever, free and clear of all Liens, except Permitted Liens. No item of Collateral has been sold, assigned or pledged by the Borrower to any Person, other than pursuant to or otherwise in accordance with the terms of this Agreement and the other Transaction Documents.
Section 4.15No Default.
No Default exists under or with respect to any Transaction Document. The Borrower is not in default under or with respect to any material agreement, instrument or undertaking to which it is a party or by which it or any of its properties is bound in any respect, the existence of which default has had or would reasonably be expected to have, individually or in the aggregate with all other such defaults, a Material Adverse Effect.
Section 4.16Labor Matters.
There is no labor controversy pending with respect to or, to the knowledge of a Senior Authorized Officer of the Borrower, threatened against the Borrower, which has had or, if adversely determined, would reasonably be expected to have a Material Adverse Effect.
Section 4.17Subsidiaries/Equity Interests; Sole Purpose; Separate Entity.
(a)The Borrower (i) has no Subsidiaries and (ii) owns no equity interest in any other entity except equity received in connection with the exercise of remedies against an Obligor or through a restructuring of the Obligor, subject to Section 10.1(a)(iv). The Borrower’s legal name is as set forth in this Agreement; the Borrower has not changed its name since its formation; does not have tradenames, fictitious names, assumed names or “doing business as” names; and the Borrower has not changed its jurisdiction of formation from its jurisdiction of formation as of the 2025 Closing Date, in each case, except in accordance with Section 5.25.
(b)The Borrower has been formed solely for the purpose of, and has not engaged in any business activity other than, the acquisition of commercial loans, the pledge and financing thereof and transactions incidental thereto and activities of the type expressly permitted hereunder. The Borrower is not party to any agreements other than this Agreement, the other Transaction Documents, and any agreements contemplated by the Transaction Documents.
(c)The Borrower is operated as an entity with assets and liabilities distinct from those of the holder of its Equity Interests (other than for tax and consolidated accounting purposes), and any Affiliates thereof, and the Borrower hereby acknowledges that each Agent and each Lender is entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity from the holder of its Equity Interests, and from each such other Affiliate thereof (other than for tax and consolidated accounting purposes).
Section 4.18Ranking.
All Obligations, including the Obligations to pay principal of, interest on and any other amounts in respect of the Loans, constitute senior indebtedness of the Borrower (subject to the Priority of Payments (including without limitation Sections 6.4 and 9.1)).
Section 4.19Representations Concerning Collateral.
(a)Security Interest:
(i)This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower.
(ii)The Collateral is comprised of “instruments”, “financial assets”, “security entitlements”, “general intangibles”, “chattel paper”, “accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “supporting obligations” or “insurance” (each as defined in the applicable UCC), and the proceeds of the foregoing, or such other category of collateral under the applicable UCC as to which the Borrower has complied with its obligations under this Section 4.19.
(iii)Each of the Collection Account, the Payment Account, Unfunded Exposure Account, Interest Reserve Account and the Custodial Account, and each sub-account respectively thereof, are not in the name of any Person other than the Borrower, subject to the lien of the Collateral Agent, for the benefit of the Secured Parties.
(iv)Each of the Collection Account, the Payment Account, Unfunded Exposure Account, Interest Reserve Account and the Custodial Account constitute a “securities account” or “deposit account”, as applicable as defined in the applicable UCC.
(v)The Borrower, the applicable banking institution and the Collateral Agent, on behalf of the Secured Parties, have entered into the Account Control Agreement with respect to each of the Collection Account, the Payment Account, Unfunded Exposure Account, Interest Reserve Account and the Custodial Account.
(vi)The Borrower has authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, on behalf of the Secured Parties, under this Agreement; provided that filings in respect of real property shall not be required.
(vii)Other than as expressly permitted by the terms of the Transaction Documents, this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement that has been terminated or fully and validly assigned to the Collateral Agent. The Borrower is not aware of the filing of any judgment or tax lien filings against the Borrower, other than Permitted Liens.
(viii)None of the underlying promissory notes or related loan registers or participations, as applicable, that constitute or evidence the Collateral Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent, on behalf of the Secured Parties.
(ix)With respect to any Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Agent, on behalf of the Secured Parties and, if in registered form, has been specially indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such certificated security.
(x)With respect to any Collateral that constitutes an “uncertificated security”, the Borrower either (x) has caused the issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security or (y) has caused the issuer of such uncertificated security to agree to comply with instructions of the Collateral Agent without further consent of the Borrower.
(xi)The Borrower is not a Non-Exempt Person.
(b)Upon each transfer of Collateral in the manner specified in Section 8.7 and after the other actions described in Section 8.7 have been taken by the appropriate parties, the Collateral Agent in accordance with Section 8.7, for the benefit of the Secured Parties, will have a perfected pledge of and security interest in such Collateral and all proceeds thereof (subject to § 9-315(c) of the UCC), which security interest shall be prior to all other interests in such Collateral, other than certain Permitted Liens that are prior to the security interest of the Secured Parties by operation of law or, in the case of clause (h) of the definition of “Permitted Liens”, by contract. No filings other than those described or referred to in Section 8.7 or any other action other than those described in Section 8.7 will be necessary to perfect such security interest.
(c)Immediately before giving effect to each transfer of Collateral Loans, Eligible Investments and other Collateral by the Borrower to the Collateral Agent in accordance with Section 8.7, the Borrower will be the beneficial owner of such Collateral Loans, Eligible Investments and other Collateral, and the Borrower will have the right to receive all Collections on such Collateral Loans, Eligible Investments and other Collateral, in each case free and clear of all Liens, security interests and adverse claims other than Permitted Liens.
(d)All of the Obligors and administrative agents, as applicable, in respect of the Collateral Loans, or Selling Institutions in respect of Participation Interests, have been instructed to make payments to the Collection Account.
Section 4.20Ordinary Course.
Each repayment of principal or interest under this Agreement shall be (x) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower and (y) made in the ordinary course of business or financial affairs of the Borrower.
Section 4.21Compliance with Anti-Corruption Laws and Anti-Money Laundering Laws.
The Borrower represents and warrants that (a) neither it nor any of its directors (but only to its knowledge with respect to any independent director) or officers, nor, to the knowledge of the Borrower, its Affiliates that are Controlled Entities, or its authorized agents and their respective officers, employees, directors, or agents (to the knowledge of the Borrower) acting or benefitting in any capacity in connection with the Loans, have engaged in any activity or conduct that would breach Anti-Corruption Laws or Anti-Money Laundering Laws and (b) it and, to its knowledge, its Affiliates which are Controlled Entities, or its authorized agents and their respective officers, employees, directors, or agents acting in any capacity in connection with the Loans has instituted and maintains or is subject to policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws and Anti-Money Laundering Laws.
Section 4.22Anti-Corruption Laws.
(a)No part of the proceeds of the Loans shall be used, directly or (to the knowledge of the Borrower) indirectly: (1) to offer or give anything of value to any official or employee of any foreign government department or agency or instrumentality or government-owned entity, to any foreign political party or party official or political candidate or to any official or employee of a public international organization, or to anyone else acting in an official capacity (collectively, “Foreign Official”), in order to obtain, retain or direct business by (i) influencing any act or decision of such Foreign Official in his official capacity, (ii) inducing such Foreign Official to do or omit to do any act in violation of the lawful duty of such Foreign Official, (iii) securing any improper advantage or (iv) inducing such Foreign Official to use his influence with a foreign government or instrumentality to affect or influence any act or decision of such government or instrumentality; (2) to cause any party to this Agreement to violate the U.S. Foreign Corrupt Practices Act of 1977; or (3) to cause any party to this Agreement to violate any other anti-corruption law applicable to such parties.
(b)The Borrower, and, to the knowledge of the Borrower, each of the Borrower’s Affiliates which are Controlled Entities, brokers, and other agents acting on its behalf are in compliance with Anti-Corruption Laws.
Section 4.23Compliance with Sanctions.
(a)The Borrower represents and warrants that neither it nor any of its directors (but only to its knowledge with respect to any independent director), officers, nor, to the knowledge of the Borrower, any of its Affiliates which are Controlled Entities, or authorized agents, nor (to the knowledge of the Borrower) any of its brokers and agents acting or benefitting in any capacity in connection with the Loans is (i) a Sanctioned Person, or (ii) in violation of any Sanctions, and (b) no Loan, use of proceeds or other transaction contemplated by this Agreement will, directly or, to its knowledge, indirectly, result in the violation of any applicable Sanctions by any party to this Agreement.
(b)None of (a) the Borrower, nor, to its knowledge, any of its Affiliates which are Controlled Entities, or authorized agents and their respective officers, employees, directors, or agents is organized or resident in a country or territory which is the subject or target of any Sanctions and (b) the Borrower, nor, to its knowledge, any Affiliates which are Controlled Entities, or its authorized agents and their respective officers, employees, directors, or agents has violated, been found in violation of or is under investigation by any governmental authority for possible violation of any Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions.
Section 4.24Reports Accurate.
Each and every Notice of Borrowing, Collateral Report, Borrowing Base Calculation Statement, certificate and other written or electronic information, exhibits, financial statements, documents, books, records or reports furnished by the Borrower to any Agent, the Custodian, the Document Custodian or any Lender in connection with this Agreement and any other Transaction Document is accurate, true and correct in all material respects as of the date hereof and the date so furnished and no such Notice of Borrowing, Collateral Report or other certificate so furnished by the Borrower contains any material misstatement of fact or, in the case of any of the foregoing other than Notices of Borrowing, Collateral Reports or other regularly scheduled reports required to be delivered hereunder, omits to state a material fact or any fact necessary to make the statements contained therein not materially misleading as of the date hereof or the date so furnished.
Section 4.25Compliance with Laws.
The Borrower is in compliance in all material respects with all Applicable Law except where the necessity of compliance therewith is contested in good faith by appropriate proceedings.
Section 4.26Exchange Act Compliance; Regulations T, U and X.
None of the transactions contemplated herein or in any other Transaction Document (including the use of proceeds from the sale of any item in the Collateral) will violate or result in a violation of Section 7 of the Exchange Act or Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase, and no proceeds from the advances hereunder will be used to carry or purchase, any Margin Stock or to extend “purpose credit” within the meaning of Regulation U.
Section 4.27Collection Accounts; Payment Accounts; Custodian Accounts.
(a)The Covered Accounts are the only accounts (i) to which any Obligor or any agent, custodian, lender or other applicable Person have been instructed by the Borrower to use for purposes of this Agreement and the other Transaction Documents, and (ii) the Borrower has opened with respect to the handling, maintenance, accounting and/or administration of any Collateral, Collateral Loans, Collections, interest payments, proceeds from the Distribution of any Collateral or any other amounts collected or received under this Agreement or any other Transaction Document or to be used in connection with the payment of any expenses, fees or other amounts due under this Agreement or any other Transaction Document.
(b)The Borrower has not granted any Person other than the Collateral Agent, for the benefit of the Secured Parties, an interest in each such account.
(c)All Collections and other amounts received by the Borrower or any of its Affiliates with respect to the Collateral are held in trust for the benefit of the Collateral Agent, for the benefit of the Secured Parties, until deposited into the Collection Account as provided herein.
ARTICLE V
AFFIRMATIVE AND NEGATIVE COVENANTS OF THE BORROWER
The Borrower covenants and agrees that, so long as any Lender has any Revolving Commitment hereunder or any Obligations remain unpaid, and unless the Majority Lenders shall otherwise consent (in their sole discretion) in writing:
Section 5.1Information.
The Borrower will deliver (or will cause to be delivered) the following to the Agents (and the Administrative Agent shall promptly thereafter furnish copies thereof to each of the Lenders); provided that the information described in clause (g) below will be required to be furnished solely to the Administrative Agent for distribution to each of the Lenders and the information described in clause (s) below will be required to be furnished solely to the Administrative Agent:
(a)[reserved];
(b)[reserved];
(c)as soon as reasonably available and in any event within 120 days after the end of each fiscal year, a balance sheet of the Parent as of the end of such fiscal year and the related statements of operations and cash flows for such fiscal year audited by independent public accountants of nationally recognized standing; provided that if such audited balance sheet is not publicly available pursuant to the last sentence of this Section 5.1, then such audited financial statements shall be due within 30 days after request by the Administrative Agent (so long as the date of such request such date is not less than 90 days after then end of the applicable fiscal year);
(d)as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year, a balance sheet of the Parent as of the end of such quarter and the related statements of operations for such quarter and for the portion of the Parent’s fiscal year ended at the end of such quarter, unless such statements are publicly available;
(e)(i) within two Business Days after a Senior Authorized Officer of the Borrower obtains actual knowledge of any Default, if such Default is then continuing, a certificate of such Senior Authorized Officer setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto; (ii) promptly and in any event within five Business Days after a Senior Authorized Officer obtains knowledge thereof, notice of any (x) litigation or governmental proceeding pending or actions threatened against the Borrower or its rights in the Collateral Loans or other Collateral which have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (y) any other event, act or condition which has had or would reasonably be expected to have a Material Adverse Effect; and (iii) promptly after a Senior Authorized Officer of the Borrower obtains knowledge that any loan included in the Collateral does not qualify as a “Collateral Loan,” notice setting forth the details with respect to such disqualification;
(f)as soon as practicable upon (and no later than five Business Days after) the sending thereof, copies of all reports, notices or documents that the Borrower sends to any governmental body, agency or regulatory authority (excluding routine filings) and not otherwise required to be delivered hereunder;
(g)promptly and in any event within 10 Business Days after a Senior Authorized Officer of the Borrower obtains actual knowledge of any of the following events, a certificate of the Borrower, executed by a Senior Authorized Officer of the Borrower, specifying the nature of such condition and the Borrower’s proposed response thereto: (i) the receipt by the Borrower of any written communication, whether from a Governmental Authority, authorized citizens group, employee or otherwise, that alleges that the Borrower is not in compliance with applicable Environmental Laws, and such noncompliance had or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (ii) the Borrower has actual knowledge that there exists any Environmental Claim pending or threatened against the Borrower that has had or would reasonably be expected to have a Material Adverse Effect or (iii) the Borrower has actual knowledge of any release, emission, discharge or disposal of any Hazardous Substances that has had or would reasonably be expected to have a Material Adverse Effect; (h)not later than the tenth Business Day after the Collateral Report Determination Date for each calendar month (or if such day is not a Business Day, the next succeeding Business Day), a report concerning the Collateral Loans and Eligible Investments (the “Collateral Report”); the first Collateral Report shall be delivered in January of 2026 and shall be determined with respect to the Collateral Report Determination Date occurring in January of 2026; the Collateral Report for a calendar month shall contain the information with respect to the Collateral Loans and Eligible Investments described in Exhibit D and a Borrowing Base Calculation Statement, and shall be determined as of the Collateral Report Determination Date for such calendar month; any calculations in connection with the Collateral Reports shall be made on a trade date basis.
(i)on each Quarterly Payment Date, a Payment Date Report in accordance with Section 9.1(c);
(j)from time to time such additional information regarding the Collateral or the financial position or business or other information of the Borrower as the Agents, on either their own initiative or at the request of the Administrative Agent, the Majority Lenders or the applicable Rating Agency, may reasonably request in writing; provided that, such additional information shall not include any information that the Services Provider reasonably determines in good faith is competitively sensitive, including without limitation, internal credit memos, investment committee memos and any proprietary analysis or similar information prepared by the Services Provider or any of its affiliates; provided further that, notwithstanding anything to the contrary herein, the Administrative Agent and the Lenders hereby agree that, without the prior consent of the Services Provider, no Lender shall receive, at any time asset-level information with respect to the Collateral, including, without limitation, any Asset Report or component thereof, internal credit memoranda, investment committee memoranda and any analysis or similar information relating to the Collateral, except that the foregoing shall not prohibit receipt by any Lender of Collateral Reports and Payment Date Reports;
(k)subject to the foregoing clause (j), the information described in Exhibit F, at the times indicated therein, which shall be subject to adjustment with the prior written consent of the Borrower and the Administrative Agent;
(l)within five Business Days of the receipt thereof, copies of any letters received from the applicable Rating Agency in respect of Credit Estimates;
(m)with respect to DIP Loans and Collateral Loans with an S&P Rating of CCC-, promptly upon becoming aware thereof, any information that may have a material adverse impact on the quality of such asset (as determined by the Services Provider using its reasonable business judgment);
(n)within five Business Days of the receipt thereof, written notice of the occurrence of an event that would permit the termination of the Corporate Services Agreement, or the replacement of the Services Provider under the Corporate Services Agreement;
(o)within five Business Days after a Senior Authorized Officer of the Borrower obtains knowledge thereof, written notice of the occurrence of any Specified Change (other than a Specified Change which does not require the consent of the Majority Lenders under Section 5.19) with respect to any Collateral Loan or any Collateral Loan becoming a Defaulted Loan;
(p)promptly and in any event within five (5) Business Days after the effective date thereof, notice of any material change in the accounting policies of the Borrower; (q)reasonably promptly after request therefor, such other information concerning Borrower as any Lender or any Agent may reasonably request (including, without limitation, information and documentation reasonably requested by any Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation or applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act);
(r)within five Business Days following the request of the Administrative Agent, a Borrowing Base Calculation Statement; provided that such request shall be no more frequently than once per calendar quarter; and
(s)as soon as reasonably practicable after request therefor by the Administrative Agent, quarterly and annual financial reporting packages (including, to the extent available, any financial statements, executed covenant compliance certificates and related covenant calculations with respect to such Obligor and with respect to each Collateral Loan).
In addition, the Services Provider will deliver to the Administrative Agent a copy of every amendment, restatement, supplement, waiver or other modification that constitutes a Specified Change of any Collateral Loan no less frequently than once per calendar quarter.
Documents required to be delivered pursuant to Section 5.1(c) (to the extent any such documents are included in materials otherwise filed with the SEC) shall be deemed to have been delivered on the date on which (i) Parent posts such documents, or provides a link thereto, on the EDGAR website of the SEC; or (ii) such documents are posted on Parent’s behalf on an internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial or third-party website); provided that the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests such paper copies.
Section 5.2Payment of Obligations.
The Borrower will, subject to the Priority of Payments, pay and discharge, as and when due, all of its respective material obligations and liabilities, including, without limitation, any obligation pursuant to any agreement by which it or any of its properties or assets is bound, except where such liabilities may be contested in good faith by appropriate proceedings, and will maintain in accordance with GAAP appropriate reserves for the accrual of any of the same. The Borrower will file or cause to be filed all federal and other material tax returns and reports required to be filed by it and pay and discharge all income and other material Taxes, levies, Liens and other charges on it or its assets and on the Collateral, except where such returns, reports, Taxes, levies, Liens or other charges are being contested in good faith by appropriate proceedings diligently conducted, and where adequate reserves in accordance with GAAP are being maintained.
Section 5.3Employees.
The Borrower shall not have any employees (other than its directors and managers to the extent they are employees).
Section 5.4Good Standing.
The Borrower will remain qualified to do business and in good standing (as applicable) in its jurisdiction of formation and every other jurisdiction in which the nature of its businesses so requires, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.
Section 5.5Compliance with Laws.
The Borrower will comply in all material respects with all Applicable Law except where the necessity of compliance therewith is contested in good faith by appropriate proceedings.
Section 5.6Inspection of Property, Books and Records; Audits; Etc.
(a)The Borrower will keep proper books of record and accounts in which full, true and correct entries in all respects in accordance with GAAP shall be made of all financial matters and transactions in relation to its business and activities, and will permit representatives of the Administrative Agent, the Collateral Agent and the Collateral Administrator (in each case at the Borrower’s expense with at least five Business Days’ notice, in the case of not more than one inspection during any fiscal year except during the continuance of an Event of Default) to visit and inspect any of its properties, to examine and make copies and/or abstracts from any of its books and records, to examine and make copies of the Related Contracts, and to discuss its affairs, finances and accounts with its officers, employees and independent public accountants, all at reasonable times in a manner so as to not unduly disrupt the business of the Borrower, upon reasonable prior notice to the Borrower and as often as may reasonably be desired; provided that any expenses incurred by the Borrower hereunder shall be reasonable and documented.
(b)If requested by the Majority Lenders with at least five Business Days’ notice, the Borrower agrees that representatives of the Majority Lenders (or an independent third-party auditing firm selected by the Majority Lenders) may (at the Borrower’s expense) conduct an audit and/or field examination of the Borrower and the Services Provider, at reasonable times in a manner so as to not unduly disrupt the business of the Borrower or the Services Provider, for the purpose of examining the servicing and administration of the Collateral Loans, the results of which audit and/or field examination shall be promptly provided to the Lenders; provided that, so long as no Event of Default exists, no more than one such audit or field examination shall be conducted during any fiscal year of the Borrower and any expenses incurred in the course of such audit and/or field examination shall be reasonable and documented.
(c)If requested by the Administrative Agent or the Majority Lenders, the Borrower and the Services Provider shall participate in a meeting with the Administrative Agent and the Lenders once during each fiscal year of the Borrower, to be held at a location in New York City and at a time reasonably determined by the Borrower and the Services Provider.
Section 5.7Existence; Organizational Procedures.
(A)The Borrower shall do or cause to be done, all things necessary to preserve and keep in full force and effect its existence, its material rights and its material obligations, licenses franchises and privileges (in each case, as determined on an individual basis and when taken as a whole) in the jurisdiction of its formation and will promptly obtain and thereafter maintain qualifications to do business as a foreign limited liability company in any other jurisdiction in which it does business and in which it is required to so qualify under Applicable Law except where the failure to so qualify would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(B)The Borrower will observe all organizational procedures required by its certificate of formation, limited liability company agreement and the laws of its jurisdiction of formation.
Section 5.8Subsidiaries; Equity Interest.
The Borrower shall not directly or indirectly own any Subsidiaries or any Equity Interest in any entity other than as otherwise permitted pursuant to Section 4.17.
Section 5.9Investments.
(a)The Borrower shall not make any investment other than in Collateral Loans or Eligible Investments; provided that the Borrower may own Defaulted Loans and other Collateral only as permitted by the terms of this Agreement. The Borrower shall not acquire any debt obligation unless, at the time of the commitment to acquire such debt obligation, the Eligibility Criteria are satisfied with respect to the debt obligations so acquired. The Borrower shall not acquire or fund any debt obligations after the Reinvestment Period except for (i) the funding of Exposure Amounts of Revolving Collateral Loans and Delayed Funding Loans that were acquired by the Borrower prior to the end of the Reinvestment Period and (ii) the acquisition by the Borrower of a Collateral Loan where the commitment to make such acquisition was made prior to the end of the Reinvestment Period, so long as such commitment provided for settlement in accordance with customary procedures in the relevant markets, but in any event for a settlement period no longer than three months following the date of such commitment.
(b)The Borrower shall not at any time obtain or maintain title to any real property or obtain or maintain a controlling interest in an entity that owns any real property.
(c)The Borrower shall not commit to acquire any Collateral Loan if such acquisition would be in contravention of the terms of this Agreement or the Purchase and Sale Agreement.
Section 5.10Restriction on Fundamental Changes.
(a)The Borrower shall not enter into any merger, consolidation, division or other reorganization, or otherwise change its organizational structure, unless permitted by Applicable Law and unless: (i) the Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (iv) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (v) the fees, costs and expenses of the Agents and Lenders (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents and Lenders.
(b)The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Transaction Documents.
(c)The Borrower shall not amend its Constituent Documents without prior written notice to the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the prior written consent of the Majority Lenders or the Administrative Agent, respectively.
Section 5.11ERISA.
The Borrower shall not establish, maintain or become obligated to contribute to any Plan or Multiemployer Plan or, to the extent it reasonably could be expected to result in a Material Adverse Effect, permit any member of its ERISA Group to establish, maintain or become obligated to contribute to any Plan or Multiemployer Plan. The Borrower will not take any action or omit to take any action that would result in its assets including (x) Plan Assets or (y) “plan assets” of any governmental plan that is subject to Similar Law, or that would result in the transactions contemplated under the Transaction Documents, including exercise of rights with respect to the Collateral, constituting a Prohibited Transaction or violation of Similar Law.
Section 5.12Liens.
The Borrower shall not at any time directly or indirectly create, incur, assume or permit to exist, on any of its property, any Lien for borrowed monies or any other Lien whatsoever except for Permitted Liens. Borrower shall defend the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under the Collateral against all claims of third parties to the extent commercially reasonable to do so (as determined by the Borrower in its reasonable discretion in consultation with the Agents and Majority Lenders), other than with respect to Permitted Liens.
Section 5.13Business Activities.
The Borrower shall not engage in any business activity other than (i) the making, acquisition, origination, selling and maintenance of Collateral Loans and the ownership of equity interests permitted hereby and (ii) any other activities expressly permitted by, contemplated by or reasonably ancillary to this Agreement and the other Transaction Documents.
Section 5.14Fiscal Year; Fiscal Quarter.
The Borrower shall not change its fiscal year or any of its fiscal quarters, without the Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Section 5.15Anti-Money Laundering and Anti-Corruption Laws; Sanctions Laws.
No portion of the proceeds of any Loan will be used, directly or, to the Borrower’s knowledge, indirectly, (a) in violation of Anti-Corruption Laws or Anti-Money Laundering Laws, or (b) for any payment, promise to pay, or authorization of any payment (or giving of anything of value) to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity, in order to obtain, retain or direct business, or obtain any improper advantage, in violation of Anti-Corruption Laws. The Borrower shall not request any Loan, and shall not use the proceeds of any Loan or make available such proceeds to its Affiliates, in each case, directly or, to its knowledge, indirectly, for (1) the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any country that is the subject of country-wide or territory-wide Sanctions, in violation of Sanctions or (2) in any manner that would result in the violation of any applicable Sanctions by any party to this Agreement.
Section 5.16Indebtedness.
The Borrower shall not incur or suffer to exist any Indebtedness other than the Obligations and involuntarily incurred Contingent Obligations, which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and which the Borrower shall use commercially reasonable efforts to promptly satisfy or otherwise resolve.
Section 5.17Use of Proceeds.
The Borrower shall use the proceeds of the Loans solely (a) for the acquisition of Collateral Loans during the Reinvestment Period (and after the Reinvestment Period only for the acquisition of Collateral Loans committed to during the Reinvestment Period, subject to Section 5.9), (b) to fund Exposure Amounts, (c) to pay fees and expenses incurred with the closing and execution of this Agreement and the other Transaction Documents and/or (d) to make a Permitted Parent Distribution. The Borrower shall not, directly or, to its knowledge, indirectly, use the proceeds of any Borrowing in any other manner that would result in a violation of any Anti-Corruption Law or Sanctions by any Person.
Section 5.18Bankruptcy Remoteness; Separateness.
(a)Limited Purpose Entity.
(i)The Borrower at all times since its formation has been, and will continue to be, a limited liability company formed under the laws of Delaware. The Borrower at all times since its formation has been, and will continue to be, duly qualified in its jurisdiction of formation and each other jurisdiction in which such qualification was or may be necessary for the conduct of its business, except where the failure to be so qualified in any jurisdiction would not reasonably be expected to have a Material Adverse Effect;
(ii)the Borrower at all times since its formation has complied, and will continue to comply, with its Constituent Documents and the laws of the jurisdiction of its incorporation relating to companies formed with limited liability under the laws of Delaware; (iii)all customary formalities regarding the existence of the Borrower have been observed at all times since its formation and will continue to be observed;
(iv)the Borrower has been adequately capitalized at all times since its formation and will continue to be adequately capitalized in light of the nature of its business; and
(v)the Borrower has not any time since its formation assumed or guaranteed, and will not assume or guarantee, the liabilities of any other Persons (other than any (A) reimbursement obligation or indemnity in favor of its officers or directors; provided that any such reimbursement obligation or indemnity shall be subject to the Priority of Payments (B) the assumption of the obligations in connection with the ordinary course purchase, sale or receipt as a contribution of Collateral Loans).
(b)No Bankruptcy Filing. The Borrower is not contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws of any jurisdiction or the liquidation of all or a major portion of its assets or property, and it has no knowledge of any Person contemplating the filing of any such petition against it.
(c)Separate Existence.
(i)At all times since its formation, the Borrower has accurately maintained, and will continue to accurately maintain, in all material respects, its financial statements, accounting records and other corporate documents, as applicable, separate from those of the Services Provider and any other Person; provided, however, that if the Borrower prepares consolidated financial statements with any Affiliates, (y) any such consolidated financial statements shall contain a note indicating the Borrower’s separateness from any such Affiliates and indicate its assets are not available to pay the debts of such Affiliate or any other Person and (z) if the Borrower prepares its own separate balance sheet, such assets shall also be listed on the Borrower’s own separate balance sheet. Subject to Section 5.27, the Borrower has not at any time since its formation commingled, and will not commingle, its assets with those of the Services Provider or any other Person. The Borrower has at all times since its formation accurately maintained, in all material respects, and will continue to accurately maintain in all material respects, its own bank accounts and separate books of account.
(ii)The Borrower has at all times since its formation paid, and will continue to pay, its own liabilities from its own separate assets.
(iii)The Borrower has at all times since its formation identified itself, and will continue to identify itself, in all dealings with the public, under its own name and as a separate and distinct entity. The Borrower has not at any time since its formation identified itself, and will not identify itself, as being a division or a part of any other entity (other than for U.S. federal and state tax and consolidated accounting purposes).
(d)The Borrower will comply at all times with the provisions of its Constituent Documents relating to separateness, bankruptcy remoteness and any similar provisions.
Section 5.19Amendments, Modifications and Waivers to Collateral Loans.
(a)Subject to clause (c) below, in the performance of its obligations hereunder, the Borrower may enter into any amendment or waiver of or supplement to any Related Contract; provided that the prior written consent of the Administrative Agent to any such amendment, waiver or supplement shall be required if an Event of Default has occurred and is continuing or would result from such amendment, waiver or supplement.
(b)Any Collateral Loan that, as a result of any amendment, waiver or supplement thereto, ceases to qualify as a Collateral Loan, will thereafter be deemed to be a Defaulted Loan for so long as it remains unqualified to be a Collateral Loan by the terms of this Agreement.
(c)With respect to any amendment or waiver of or supplement to a Collateral Loan that requires a consent by the Administrative Agent pursuant to clause (a) above which is not obtained, if the Borrower enters into such amendment, waiver or supplement, and an Event of Default has occurred and is continuing (but prior to the occurrence of an Enforcement Event), then the Borrower shall, prior to the effective date of such amendment, waiver or supplement, sell such Collateral Loan for an amount (including any contemporaneous contribution to the Borrower by the Parent) not less than the Principal Balance of such Collateral Loan (and, prior to the effective date of such amendment, waiver or supplement, either (x) the settlement date for the sold Collateral Loan shall occur or (y) the Borrower shall receive a contribution from the Parent such that the Borrower has received cash payment in an amount not less than the Principal Balance of such Collateral Loan, and in the case of clause (y), the applicable Collateral Loan may be distributed to the Parent at any time thereafter with prior notice to the Administrative Agent).
Section 5.20Hedging.
(a)The Borrower shall not enter into any hedge agreements.
Section 5.21Title Covenants.
The Borrower covenants that at no time shall it:
(a)create, permit or suffer to be created any Lien or security interest in the Collateral other than Permitted Liens; or
(b)except as otherwise expressly permitted herein, sell, transfer, assign, convey, grant, bargain, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any Collateral or any interest therein to any Person other than the Collateral Agent for the benefit of the Secured Parties or in connection with Permitted Liens, or engage in financing transactions or similar transactions with respect to the Collateral with any Person other than pursuant to this Agreement.
The Borrower further covenants and agrees to defend the Collateral against the claims and demands of all other parties to the extent necessary to preserve the first-priority security interest of the Collateral Agent in the Collateral (subject to Permitted Liens). The Borrower shall take all action reasonably necessary or reasonably requested by the Collateral Agent, Collateral Administrator, Majority Lenders or Administrative Agent to perfect, protect and more fully evidence the Borrower’s ownership of the Collateral free and clear of any Lien other than the Lien created hereunder and Permitted Liens.
Section 5.22Further Assurances.
(a)The Borrower shall at its sole expense file, record, make, execute and deliver all such notices, instruments, powers of attorney, statements and other documents, and take such acts, as the Collateral Agent (acting at the direction of the Administrative Agent) may reasonably request from time to time to register in the name of the Collateral Agent or its nominee, and to perfect, preserve or otherwise protect the security interest of the Collateral Agent, for the benefit of the Secured Parties in, the Collateral or any part thereof, or to give effect to the rights, powers and remedies of the Collateral Agent hereunder, including but not limited to execution and delivery of financing statements. The Borrower shall be obligated to perform its obligations under this Agreement notwithstanding the ability of the Collateral Agent to take such actions pursuant to the provisions of Section 5.24.
(b)Not earlier than six months and not later than one month prior to the fifth anniversary of the date of filing of the UCC-1 financing statement referred to in Section 8.7, unless the Obligations have been paid in full, the Borrower shall furnish to the Collateral Agent an opinion of counsel to the effect that, in the opinion of such counsel, as of the date of such opinion, the lien and security interest created by this Agreement with respect to the Collateral remains a valid and perfected lien in favor of the Collateral Agent for the benefit of the Secured Parties, which opinion may contain usual and customary assumptions, limitations and exceptions.
(c)Except as expressly permitted under this Agreement, the Borrower shall not take any action which would directly or indirectly materially impair or adversely affect the Borrower’s title to the Collateral.
Section 5.23Costs of Transfer Taxes and Expenses
(a)Without duplication of any amounts payable under Section 11.3, the Borrower shall pay or cause to be paid all transfer Taxes and other costs incurred in connection with all transfers of Collateral.
(b)Without duplication of any other provision of this Agreement, the Borrower agrees to pay the Collateral Agent the reasonable and documented out-of-pocket costs and expenses, including but not limited to reasonable and documented attorneys’ fees and other charges, incurred by the Collateral Agent in connection with making collections on any Collateral.
Section 5.24Collateral Agent May Perform.
(a)If the Borrower fails to perform any agreement contained herein to be performed by it, the Collateral Agent may, upon the written instructions of the Administrative Agent or the Majority Lenders, itself file, record, make, execute and deliver all such notices, instruments, statements and other documents, and take such acts, as the Majority Lenders may determine to be necessary or desirable from time to time to perfect, preserve or otherwise protect the security interest of the Collateral Agent, for the benefit of itself and the Secured Parties and otherwise perform, or cause performance of, any other such actions as the Majority Lenders shall determine is necessary or desirable, and the reasonable fees and out-of-pocket expenses of the Collateral Agent and Lenders incurred in connection therewith shall be payable by the Borrower and shall be part of the Obligations.
(b)The powers conferred on the Collateral Agent hereunder are solely to protect its interest (on behalf of the Secured Parties) in the Collateral and shall not impose any duty on it to exercise any such powers. Except for reasonable care of any Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
Section 5.25Notice of Name Change.
The Borrower shall give the Agents and the applicable Rating Agency not less than 30 days’ notice of any change of its name and not less than 30 days’ notice of any change of its principal place of business and will take all steps necessary to preserve the first priority perfected security interest (subject to Permitted Liens) of the Collateral Agent in the Collateral. The Borrower shall not change the jurisdiction of its formation, change the location of its principal place of business and chief executive office or make any change to its name or use any tradenames, fictitious names, assumed names, “doing business as” names or other names unless, prior to the effective date of any such change in the jurisdiction of its formation, change in location or name change or use, the Borrower provides at least 10 days prior written notice thereof and delivers to the Administrative Agent and Collateral Agent such financing statements or other documentation as the Administrative Agent or Collateral Agent may request to reflect such change in the jurisdiction of its formation, change in location or name change or use, together any other documents and instruments as the Administrative Agent or Collateral Agent may reasonably request in connection therewith. The Borrower shall not move, or consent to the moving of, any of its books or records related to the Collateral Loans or any other Collateral from the location thereof on the 2025 Closing Date or on the date such Collateral Loan or other Collateral was obtained, as applicable, unless the Administrative Agent and the Collateral Agent shall consent to such move in writing (such consent not to be unreasonably withheld, delayed or conditioned).
Section 5.26Delivery of Related Contracts.
The Borrower (or the Services Provider on behalf of the Borrower) shall deliver copies of all Related Contracts in its possession to the Document Custodian within five Business Days of the Borrower’s acquisition of the related Collateral Loan.
Section 5.27Delivery of Proceeds.
In the event that the Borrower receives any payments in respect of or other proceeds of Collateral Loans or other Collateral or any capital contribution, the Borrower shall hold such payments or other proceeds in trust for and pay such payments or other proceeds to the Collateral Agent promptly and, in no event, later than two Business Days after the Borrower’s receipt thereof.
Section 5.28Performance of Obligations.
The Borrower shall timely and fully comply with and perform in all material respects its obligations under the Collateral Loans and other Collateral in accordance with the terms thereof.
Section 5.29Limitation on Dividends.
The Borrower will not declare or make any direct or indirect distribution, dividend or other payment to any person on account of any Equity Interests in, or ownership of any similar interests or securities of the Borrower, except for Permitted Distributions, Permitted Parent Distributions or Permitted RIC Distributions.
Section 5.30Renewal of Credit Estimates.
For each Collateral Loan with a Credit Estimate provided by a Rating Agency, the Borrower shall submit such Required S&P Credit Estimate Information as is required by such Rating Agency to renew such Credit Estimate within the 12 month period following receipt of the most recent Credit Estimate provided by such Rating Agency for such Collateral Loan.
Section 5.31[Reserved].
Section 5.32Amendment to Transaction Documents.
The Borrower shall not amend any of the Transaction Documents except pursuant to the applicable terms thereof and Section 12.5 of this Agreement.
Section 5.33Transactions With Affiliates.
Except pursuant to the Purchase and Sale Agreement, the Borrower shall not sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates unless (i) the terms and conditions of any such transaction are no less favorable to the Borrower than the terms it would obtain in a comparable, arm’s length timely transaction with a non-Affiliate, (ii) such transaction is effected in accordance with all Applicable Law, (iii) such transaction is conducted in an arm’s length transaction in the ordinary course of business and (iv) in the case of the sale of any Collateral Loan, the sale price is not less than the Market Value with respect to such Collateral Loan. The Borrower shall ensure that all purchases of Collateral Loans from any Affiliate of the Borrower will be pursuant to and in accordance with the Purchase and Sale Agreement. This Section 5.33 shall not require the Transferor or any Affiliate of the Borrower to purchase from the Borrower or sell or otherwise transfer to the Borrower any property or assets except as provided by the Purchase and Sale Agreement.
Section 5.34Reports by Independent Accountants.
(a)On or after the 2025 Closing Date, the Borrower (or the Services Provider on behalf of the Borrower) shall select one or more nationally recognized firms of independent certified public accountants reasonably acceptable to the Administrative Agent for purposes of performing agreed-upon procedures required by this Agreement, which may be the firm of independent certified public accountants that performs accounting services for the Borrower or the Services Provider. The Borrower may remove any firm of independent certified public accountants at any time. Upon any resignation by such firm or removal of such firm by the Borrower, the Borrower (or the Services Provider on behalf of the Borrower) shall promptly appoint a successor thereto reasonably acceptable to the Administrative Agent that shall also be a nationally recognized firm of independent certified public accountants, which may be a firm of independent certified public accountants that performs accounting services for the Borrower or the Services Provider. If the Borrower shall fail to appoint a successor to a firm of independent certified public accountants which has resigned or has been removed within 30 days after such resignation or removal (as applicable), the Borrower shall promptly notify the Agents, the Majority Lenders and the Services Provider of such failure in writing.
If the Borrower shall not have appointed a successor within ten days thereafter, the Services Provider shall appoint a successor firm of independent certified public accountants of nationally recognized reputation reasonably acceptable to the Administrative Agent. The fees of such firm of independent certified public accountants and its successor shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Collateral Agent to agree (whether in writing or otherwise) to the procedures performed by such firm, the Borrower hereby directs the Collateral Agent to so agree and directs the Collateral Agent to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement that the Borrower has agreed that the procedures to be performed by such accountants are sufficient for the Borrower’s purposes, (ii) releases by the Collateral Agent (on behalf of itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement of other limitations of liability in favor of the firm and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm (including to the Lenders and Administrative Agent). It is understood and agreed that the Collateral Agent will deliver such letters of agreement and similar documents in conclusive reliance on the foregoing direction of the Borrower. The Collateral Agent shall not have any responsibility to the Borrower or any Secured Party hereunder to make any inquiry or investigation as to, and shall have no obligation, liability or responsibility in respect of, the terms of any engagement of any such firm, or the validity or correctness of such procedures or content of such letter (including without limitation with respect to the sufficiency thereof for any purpose), any report or instruction (or other information or documents) prepared or delivered by any such accountants pursuant to any such engagement. In no event shall the Collateral Agent be required to execute any agreement in respect of the accountants that it reasonably determines adversely affects it. For the avoidance of doubt, any costs, fees or expenses incurred by the Collateral Agent in connection with this Section 5.34(a) shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Payments and the terms of this Agreement.
(b)On or before the date that is 120 days following the end of each fiscal year of the Borrower, or the last Business Day immediately preceding such date if such date is not a Business Day, commencing in 2025, the Borrower shall cause to be delivered to the Collateral Agent an agreed-upon procedures report from a firm of independent certified public accountants appointed pursuant to clause (a) above for each Payment Date Report occurring in March and September of the prior calendar year (i) indicating that the calculations within those Payment Date Reports have been recalculated and compared to the information provided by the Borrower in accordance with the applicable provisions of this Agreement and (ii) listing the Aggregate Principal Balance of the Collateral Loans securing the Loans as of the immediately preceding Measurement Dates; provided that in the event of a conflict between such firm of independent certified public accountants and the Borrower with respect to any matter in this Section 5.34, the determination by such firm of independent public accountants shall be conclusive; provided, further, that, if there is any inconsistency between the calculations of the Borrower and the calculations of the firm of independent certified public accountants, the Borrower shall promptly notify the Agents and the Lenders and describe such inconsistency in reasonable detail. Notwithstanding anything to the contrary herein, if the Custodian, the Administrative Agent, the Collateral Administrator or the Collateral Agent fails within 75 days following the end of each fiscal year of the Borrower to execute any documentation required by the independent certified public accountants selected by the Borrower prior to the delivery of any report contemplated by this Section 5.34(b), then the Borrower shall have no obligation to furnish any report covering such fiscal year pursuant to this Section 5.34(b).
Section 5.35Tax Matters as to the Borrower.
(a)The Borrower shall (and each Lender hereby agrees to) treat the Loans as debt for U.S. federal income tax purposes and will take no contrary position unless otherwise required by an applicable taxing authority.
(b)The Borrower has not and shall not at any time make any election to be treated, for U.S. federal income tax purposes, as other than either (i) an entity disregarded as separate from a sole owner, or (ii) a partnership (other than a publicly traded partnership taxable as a corporation).
(c)The Borrower will deliver or cause to be delivered an IRS Form W-9, or applicable successor form from its sole owner to each issuer, counterparty, paying agent, as necessary to permit the Borrower to receive payments without U.S. withholding tax.
(d)No more than 50% of the debt obligations or interests therein (in each case as determined for U.S. federal income tax purposes) held by the Borrower may at any time consist of real estate mortgages (or interests therein) as determined for purposes of Section 7701(i) of the Code, unless the Borrower receives an opinion of nationally recognized tax counsel experienced in such matters to the effect that the ownership of such debt obligations will not cause the Borrower to be treated as a taxable mortgage pool for U.S. federal income tax purposes.
Section 5.36[Reserved].
Section 5.37Beneficial Ownership Certification.
If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and if the information included in the Beneficial Ownership Certification most recently provided to the Administrative Agent by the Borrower has changed in any respect, the Borrower shall deliver an updated Beneficial Ownership Certification to the Administrative Agent that is true and correct in all respects.
Section 5.38Deposit of Misdirected Collections.
The Borrower shall promptly (but in no event later than two (2) Business Days after receipt and identification thereof) deposit or cause to be deposited into the Collection Account any and all Collections received by the Borrower.
Section 5.39Instructions Regarding Payments.
The Borrower will not make any change, or permit the Collateral Administrator or any Services Provider to make any change, in its instructions to the Obligors, any agent or any lender, as applicable, regarding payments to be made with respect to any Collateral Loan or other Collateral to the Collection Account or other applicable account, as applicable, unless the Majority Lenders have directed, or otherwise has consented in writing to, such change (such consent not to be unreasonably withheld, delayed or conditioned).
ARTICLE VI
EVENTS OF DEFAULT
Section 6.1Events of Default.
The term “Event of Default” shall mean any of the events set forth in this Section 6.1:
(a)a default in the payment, when due and payable, of any interest, fees, costs, expenses, indemnities or other amounts (other than principal) due on any Loan or any related obligations in respect thereof and the continuation of such default for five (5) Business Days after the date such amounts become due and payable if such date is provided in this Agreement or the applicable Transaction Document (or, if no such date is provided or such amount is not fixed, five (5) Business Days after notice shall have been given to the Borrower by the Majority Lenders, the intended recipient of such amounts or the Administrative Agent, specifying such amount that has become due and payable); provided that in the case of a failure to pay due to an administrative error or omission by the Collateral Agent, such failure continues for five (5) Business Days after the Collateral Agent receives written notice or has actual knowledge of such administrative error or omission and has provided notice of such failure to the Borrower;
(b)a default in the payment of any principal due on any Loans when such principal becomes due and payable (x) on the Stated Maturity or (y) as otherwise provided for in any Transaction Document; provided that, solely in the case of clause (y), in the case of a failure to pay due to an administrative error or omission by the Collateral Agent, such failure continues for five (5) Business Days after the Collateral Agent receives written notice or has actual knowledge of such administrative error or omission and has provided notice of such failure to the Borrower;
(c)the failure on any Quarterly Payment Date to disburse amounts available in the Payment Account or Collection Account in accordance with the Priority of Payments and continuation of such failure for a period of five Business Days or, in the case of a failure to disburse due to an administrative error or omission by any Agent, such failure continues for five Business Days after such Agent receives written notice or has actual knowledge of such administrative error or omission and has provided notice of such failure to the Borrower;
(d)the Borrower or the pool of Collateral becomes an investment company required to be registered under the Investment Company Act;
(e)the occurrence of any one or more of the following:
(i)failure of any representation or warranty in Section 4.5, 4.9, 4.12, 4.19, 4.21, 4.22, 4.23, 4.26 or 4.27 to be correct in all material respects (without duplication of any materiality qualifiers) when made, or default in the performance, or breach, of any covenant contained in Section 5.1(e)(i), 5.9 (excluding, on no more than two occasions, in the case of clauses 5.9(a) and (c), a default or breach resulting from a good faith error so long as such default or breach is cured within three Business Days after the Borrower's knowledge thereof), 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16, 5.18(a)(iv) or 5.18(a)(v);
(ii)a default in the performance, or breach, of any covenant contained in Section 5.1(e)(ii), 5.1(e)(iii), 5.18(a)(i), (ii) or (iii) or 5.19(a), and such default continues for a period of fifteen (15) days after a Senior Authorized Officer of the Borrower has actual knowledge of such default; provided that any breach of Section 5.19(a) may be cured within such fifteen (15) day grace period by the sale of the applicable amended Collateral Loan for an amount not less than the Principal Balance of such Collateral Loan (provided further that a breach of Section 5.19(a) shall not be curable if an Enforcement Event has occurred pursuant to Section 6.2(b));
(iii)a default in the performance, or breach, of any covenant contained in Section 5.18(c) and the Administrative Agent (acting at the direction of the Majority Lenders) determines based on the advice of counsel that, as a result of such default a nationally recognized firm would be unable to provide a new non-consolidation opinion in form and substance reasonably satisfactory to the Administrative Agent;
(iv)(x) a default in the performance, or breach, of any other covenant, warranty or other agreement of the Borrower under this Agreement or any other Transaction Document in any material respect or (y) the failure of any representation or warranty of the Borrower made in this Agreement, any other Transaction Document or in any related certificate or other writing delivered pursuant hereto or thereto or in connection herewith or therewith to be correct when made and such failure would reasonably be expected to have a Material Adverse Effect (other than a covenant, representation, warranty or other agreement or a portion thereof a default in the performance or breach or failure of which is otherwise specifically dealt with in this Section 6.1, it being understood, without limiting the generality of the foregoing, that any failure to meet any Concentration Limitation, Collateral Quality Test or Overcollateralization Ratio Test (except as provided in clause (o) below) is not an Event of Default), and such default, breach or failure either (A) is not susceptible of cure or (B) continues for a period of 30 days following the notice to the Borrower or the date on which a Senior Authorized Officer of the Borrower obtains actual knowledge of such default; provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Loan if either (i) the Borrower complies with its obligations in Section 10.1(d) with respect to such Collateral Loan or (ii) after giving effect to the resulting change in the Principal Collateralization Amount with respect to such Collateral Loan, the Overcollateralization Ratio Test is satisfied; or
(v)the occurrence of a Services Provider Termination Event;
(f)the entry of a decree or order by a court of competent jurisdiction (i) adjudging the Borrower as bankrupt or insolvent, (ii) approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Borrower under the Bankruptcy Code or any other Applicable Law, (iii) appointing a receiver, liquidator, assignee, or sequestrator (or other similar official) of the Borrower or of any substantial part of its respective properties or (iv) ordering the winding up or liquidation of the affairs of the Borrower, respectively, and the continuance of any such decree or order is unstayed and in effect for a period of 60 consecutive days;
(g)the institution by the Borrower of proceedings for the Borrower to be adjudicated as bankrupt or insolvent, or the consent by the Borrower to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Borrower of a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws or any other similar Applicable Law, or the consent by the Borrower to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Borrower of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of any action by the Borrower in furtherance of any such action;
(h)any Lien on any portion (other than a de minimis portion) of the Collateral created pursuant to the Transaction Documents shall, at any time after delivery of the respective Transaction Documents, cease to be fully valid and perfected as a first priority Lien subject only to Permitted Liens;
(i)any of the Transaction Documents ceases to be in full force and effect, other than in accordance with its terms;
(j)one or more judgments or decrees shall be entered against the Borrower involving in the aggregate a liability of $1,000,000 or more, in excess of the amounts paid or fully covered by insurance and the same shall not have been vacated, satisfied, undischarged, stayed or bonded pending appeal within 30 days from the entry thereof;
(k)the occurrence of an act by the Services Provider or a senior officer of the Services Provider having responsibility for the performance by the Borrower of its obligations under the Transaction Documents or the performance by the Services Provider of its obligations under the Corporate Services Agreement that constitutes fraud in the performance of its investment management obligations under this Agreement or the Corporate Services Agreement or that results in a felony criminal indictment;
(l)the occurrence of a Change in Control;
(m)the Borrower incurs or could reasonably be expected to incur aggregate liability of $1,000,000 or more with respect to any Plan or Multiemployer Plan (including as a result of being a member of its ERISA Group);
(n)the failure of the Borrower to maintain at least one independent manager and such failure is not cured prior to the earlier of (i) the fifteenth Business Day during which such failure continues and (ii) the first date on which the board of managers (or equivalent governing body) of the Borrower takes any action (by meeting, written consent or otherwise) other than to replace such independent manager; or
(o)the Overcollateralization Ratio is less than 130.0% on any Calculation Date and is not cured (i) if an Equity Cure Notice is delivered with respect to such event, within ten (10) Business Days of delivery of such Equity Cure Notice or (ii) otherwise within five (5) Business Days after the Quarterly Payment Date immediately following such Calculation Date;
Upon obtaining actual knowledge of the occurrence of an Event of Default, the Borrower shall promptly notify the Agents, the Services Provider, the Lenders and the applicable Rating Agency in writing (which notice shall refer to this Agreement and state that such notice is a notice of an Event of Default).
Section 6.2Remedies.
If an Event of Default shall have occurred and be continuing, the Majority Lenders or the Administrative Agent may (or shall acting at the direction of the Majority Lenders) exercise (or direct the Collateral Agent in the exercise of) the rights, privileges and remedies set forth in this Section 6.2.
(a)Upon the occurrence and during the continuance of any Event of Default, each of the following actions shall require the prior written approval by the Majority Lenders, whether or not approved by the Borrower’s board of directors or other persons performing similar functions: (i) issuance of any commitment to make, and the acquisition (other than pursuant to commitments then in effect) of, any Collateral Loan or other loan or security constituting any Collateral or any interest therein, (ii) any amendment, modification, or waiver of, or any consent to departure from, any term or provision of any Collateral Loan or other loan or security constituting any Collateral, (iii) any release of any collateral for, or guarantor of or other credit support provider for, any Collateral Loan or other loan or security constituting any Collateral, except upon payment in full of such Collateral Loan or other loan or security or any subordination or limitation of recourse with respect thereto and except as otherwise required pursuant to the terms of the Related Contracts, (iv) any sale, purchase, assignment or participation in respect of any Collateral Loan or other loan or security constituting any Collateral (other than pursuant to commitments then in effect or in the case of a sale or assignment upon payment in full of such Collateral Loan or other loan or security), (v) any determination to exercise, or not to exercise, remedies in respect of a Collateral Loan or other loan or security constituting any Collateral following a default or event of default thereunder and (vi) any other action or decision not to act which impairs or could be reasonably likely to impair the value of any Collateral Loan or other Collateral, or is otherwise adverse to any Collateral Loan or other Collateral, or to extend or increase any of the Borrower’s obligations hereunder or with respect to any Collateral Loan or other Collateral, or to interfere with the exercise of rights or remedies with respect to any Collateral Loan or other Collateral.
(b)Upon the occurrence and during the continuance of any Event of Default, in addition to all rights and remedies specified in this Agreement and the other Transaction Documents, including Section 6.3, and the rights and remedies of a secured party under Applicable Law, including the UCC, the Administrative Agent or the Majority Lenders, by notice to the Borrower, may (i) declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall forthwith terminate or (ii) declare the principal of and the accrued interest on the Loans and all other amounts whatsoever payable by the Borrower hereunder (including any amounts payable under Section 2.8) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby waived by the Borrower (an “Enforcement Event”); provided that upon the occurrence of any Event of Default described in clause (f) or (g) of Section 6.1, the Loans and all such other amounts shall automatically become due and payable without any further action by any party.
(c)Upon the occurrence and during the continuance of an Event of Default, the Majority Lenders or the Collateral Agent (acting at the direction of the Administrative Agent or the Majority Lenders), will have the right to take any other remedies set forth in Section 6.3(b) below or other remedies permitted by law.
Section 6.3Additional Collateral Provisions.
(a)Release of Security Interest. If and only if all Obligations under the Loans have been paid in full and all Revolving Commitments have been terminated, the Secured Parties shall, at the expense of the Borrower, promptly execute, deliver and file or authorize for filing such instruments as the Borrower shall reasonably request in order to reassign, release or terminate the Secured Parties’ security interest in the Collateral. The Secured Parties acknowledge and agree that upon the sale, substitution or disposition of any Collateral by the Borrower in compliance with the terms and conditions of this Agreement, on the date of any such sale, substitution or other disposition, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release the Secured Parties’ security interest in such Collateral and the Secured Parties shall, at the expense of the Borrower, execute, deliver and file or authorize for filing such instrument as the Borrower shall reasonably request to reflect or evidence such termination.
Any and all actions under this Article VI in respect of the Collateral shall be without any recourse to, or representation or warranty by any Secured Party and shall be at the sole cost and expense of the Borrower.
(b)Additional Rights and Remedies. The Collateral Agent (for itself and on behalf of the other Secured Parties), acting at the direction of the Majority Lenders, shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or its designees shall, at the direction of the Majority Lenders, to the extent permitted by Applicable Law (including the UCC) and notwithstanding anything in the Transaction Documents to the contrary, (i) instruct the Borrower to deliver any or all of the Collateral, the Related Contracts and any other documents relating to the Collateral to the Collateral Agent or its designees and otherwise give all instructions for the Borrower regarding the Collateral; (ii) if the Loans have been accelerated in accordance with this Agreement, sell or otherwise dispose of the Collateral, all without judicial process or proceedings; (iii) take control of the proceeds of any such Collateral; (iv) subject to the provisions of the applicable Related Contracts, exercise any consensual or voting rights in respect of the Collateral; (v) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Collateral; (vi) enforce the Borrower’s rights and remedies with respect to the Collateral; (vii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; (viii) require that the Borrower immediately take all actions necessary to cause the liquidation of the Collateral in order to pay all amounts due and payable in respect of the Obligations, in accordance with the terms of the Related Contracts; (ix) redeem or withdraw or cause the Borrower to redeem or withdraw any asset of the Borrower to pay amounts due and payable in respect of the Obligations; (x) subject to Section 12.16, make copies of or, if necessary, remove from the Borrower’s and its agents’ place of business all books, records and documents relating to the Collateral; and (xi) endorse the name of the Borrower upon any items of payment relating to the Collateral or upon any proof of claim in bankruptcy against an account debtor. The Collateral Agent shall provide written notice of any liquidation of the Collateral to the applicable Rating Agency.
The Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement unless and until (and to the extent) at the express direction of the Majority Lenders; provided that the Collateral Agent shall not be required to take any such action at the direction of the Majority Lenders, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Agent, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Agent to liability hereunder (unless it has been provided with an indemnity agreement (including the indemnity provisions contained herein and in the other Transaction Documents) which it reasonably deems to be satisfactory with respect thereto).
The Borrower hereby agrees that, upon the occurrence and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent (acting at the direction of the Majority Lenders or acting directly or through the Administrative Agent) or the Majority Lenders, it shall execute all documents and agreements which are necessary or appropriate to have the Collateral assigned to the Collateral Agent or its designee.
For purposes of taking the actions described in clauses (i) through (xi) of this Section 6.3(b) the Borrower hereby irrevocably appoints the Collateral Agent as its attorney-in-fact (which appointment being coupled with an interest and is irrevocable while any of the Obligations remain unpaid and which can be exercised only if such Event of Default is continuing), with power of substitution, in the name of the Collateral Agent or in the name of the Borrower or otherwise, for the use and benefit of the Collateral Agent, for the benefit of the Secured Parties, but at the cost and expense of the Borrower and, except as permitted by Applicable Law, without notice to the Borrower.
All documented sums paid or advanced by the Collateral Agent in connection with the foregoing and all documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expenses) incurred in connection therewith, together with interest thereon at the Post-Default Rate for the Loans from the date of demand of repayment by the Collateral Agent until repaid in full, shall be paid by the Borrower to the Collateral Agent from time to time on demand in accordance with the Priority of Payments and shall constitute and become a part of the Obligations secured hereby.
Without the prior written consent of the Administrative Agent, credit bidding by any Lender (or any other Person) in connection with any foreclosure sale hereunder shall not be permitted.
Notwithstanding any other provision of this Article VI, in connection with the sale of the Collateral following an acceleration of the Obligations, the Services Provider (or any of its Affiliates) shall have the right (which right, for avoidance of doubt, shall be irrevocably forfeited if not exercised within the specified timeframe) to bid to purchase all or any portion of the Collateral Loans in the Collateral within fifteen Business Days of its receipt of notice of such acceleration. If such bid is for an amount at least equal to all unpaid Obligations (other than unasserted Contingent Obligations) the Administrative Agent shall accept such bid. The Administrative Agent may, at the direction of the Majority Lenders, accept a lower bid. If the Administrative Agent accepts such bid, the Services Provider (or any of its Affiliates) shall have the right (which right, for the avoidance of doubt, shall be irrevocably forfeited if not exercised within the specified timeframe) to purchase all or any portion of the Collateral Loans in the Collateral by paying to the Collateral Agent in immediately available funds an amount equal to the agreed-upon bid price (which bid price shall not be less than the outstanding Obligations and, without duplication, all unpaid Administrative Expenses); provided that such purchase shall settle within 30 days of the date such notice of bid by Services Provider is received, otherwise such purchase shall not be permitted. Notwithstanding the foregoing purchase rights, if the Collateral Agent or the Majority Lenders, propose to sell the Collateral or any part thereof in one or more parcels at a public or private sale, the Services Provider (or any of its Affiliates) and the Lenders shall have the right to offer bids to acquire all or any portion of the Collateral sold at such sale. To the extent the Administrative Agent (at the direction of the Majority Lenders) elects to sell any or all Collateral Loans at such public or private sale, such Collateral Loans or any parcel thereof shall be sold to the party offering the highest bid in immediately available funds.
(c)Remedies Cumulative. Each right, power, and remedy of the Agents and the other Secured Parties, or any of them, as provided for in this Agreement or in the other Transaction Documents or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement or in the other Transaction Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by the Agents or any other Secured Party of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by such Persons of any or all such other rights, powers, or remedies.
(d)Related Contracts.
(i)The Borrower hereby agrees that, to the extent not expressly prohibited by the terms of the Related Contracts, after the occurrence and during the continuance of an Event of Default, it shall (x) upon the written request of the Administrative Agent or the Collateral Agent, promptly forward to such Agent all information and notices which it receives under or in connection with the Related Contracts relating to the Collateral, subject to applicable confidentiality requirements, and (y) upon the written request of the Administrative Agent or the Collateral Agent, act and refrain from acting in respect of any request, act, decision or vote under or in connection with the Related Contracts relating to the Collateral only in accordance with the direction of such Agent; provided that if the Borrower receives conflicting requests pursuant to this subclause (y), it shall follow whichever request is evidenced to be derived from the direction of the Majority Lenders.
(ii)The Borrower agrees that, to the extent the same shall be in the Borrower’s possession, it will hold all Related Contracts relating to the Collateral in trust for the Collateral Agent on behalf of the Secured Parties, and upon request of either Agent following the occurrence and during the continuance of an Event of Default or as otherwise provided herein, promptly deliver the same to the Collateral Agent or its designee.
(e)Borrower Remains Liable.
(i)Notwithstanding anything herein to the contrary, (x) the Borrower shall remain liable under the contracts and agreements included in and relating to the Collateral (including the Related Contracts) to the extent set forth therein, and shall perform all of its duties and obligations under such contracts and agreements to the same extent as if this Agreement had not been executed and (y) the exercise by any Secured Party of any of its rights hereunder shall not release the Borrower from any of its duties or obligations under any such contracts or agreements included in the Collateral.
(ii)No obligation or liability of the Borrower is intended to be assumed by the Administrative Agent, the Collateral Agent or any other Secured Party under or as a result of this Agreement or the other Transaction Documents, and the transactions contemplated hereby and thereby, including under any Related Contract or any other agreement or document that relates to Collateral and, to the maximum extent permitted under provisions of law, the Agents and the other Secured Parties expressly disclaim any such assumption.
(f)Protection of Collateral. The Borrower, or the Services Provider on behalf of and at the expense of the Borrower, shall from time to time execute and deliver all such supplements and amendments hereto and file or authorize the filing of all such UCC-1 financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action as may be necessary or advisable or desirable to secure the rights and remedies of the Lenders hereunder and to:
(i)grant security more effectively on all or any portion of the Collateral; (ii)maintain, preserve, protect and/or perfect any grant of security made or to be made by this Agreement including, without limitation, the first priority nature (subject to Permitted Liens) of the lien or carry out more effectively the purposes hereof;
(iii)perfect, publish notice of or protect the validity of any grant made or to be made by this Agreement (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations);
(iv)enforce any of the Collateral or other instruments or property included in the Collateral (or any portion thereof);
(v)preserve and defend title to the Collateral and the rights therein of the Collateral Agent and the Secured Parties in the Collateral against the claims of all Persons and parties; and
(vi)pay or cause to be paid any and all material Taxes levied or assessed upon all or any part of the Collateral, except to the extent such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor.
The Borrower hereby authorizes the Collateral Agent as its agent and attorney in fact to prepare and file any UCC-1 financing statement (which may describe the collateral as “all assets”), continuation statement and all other instruments, and take all other actions, required pursuant to this Section 6.3. Such authorization shall not impose upon the Collateral Agent, or release or diminish, the Borrower’s obligations under this Section 6.3. The Borrower further authorizes the Administrative Agent’s United States counsel to file any UCC-1 or UCC-3 financing statements that may be required by the Agents in connection with this Agreement and the transactions contemplated hereby.
Section 6.4Application of Proceeds.
All proceeds received after the occurrence and during the continuation of any Event of Default will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent (at the direction of the Majority Lenders):
(a)first, to the payment of taxes, registration and filing fees then due and owing by the Borrower; second, to the payment to the Collateral Agent for all due and unpaid Collateral Agent Fees, all other Administrative Expenses owing to the Collateral Agent and all amounts owing and payable hereunder, or under any other Transaction Documents, to the Collateral Administrator, the Custodian, the Securities Intermediary and the Document Custodian (including, in each case, without limitation, indemnity payments); and third, to the payment to the Administrative Agent for all due and unpaid Administrative Agent Fees and all other Administrative Expenses owing to the Administrative Agent (including, without limitation, indemnity payments);
(b)to the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; provided that the aggregate amount of payments under this clause (b) shall not exceed the Quarterly Cap; (c)to the payment of all other amounts due to the Agents hereunder;
(d)[reserved];
(e)if the Services Provider is not at such time an Affiliate of the Borrower, to the payment to the Services Provider of any due and unpaid Senior Services Fees in an amount not to exceed the accrued Senior Services Fees for one Due Period;
(f)first, to the payment to the Lenders hereunder on a pro rata basis of all amounts due which constitute principal, interest, and Unused Fees (excluding any Interest payable at the Post-Default Rate); and second, to the payment to the Lenders on a pro rata basis of all amounts due to the Lenders which constitute Increased Costs or Interest at the Post-Default Rate, and all other amounts on and in respect of all Loans;
(g)if the Services Provider is at such time an Affiliate of the Borrower, to the payment to the Services Provider of any due and unpaid Senior Services Fees in an amount not to exceed the accrued Senior Services Fees for one Due Period;
(h)to the payment of amounts described in clause (b) above to the extent not paid thereunder (without regard to the Quarterly Cap);
(i)[reserved];
(j)after the indefeasible payment in full and in cash of all Obligations and the termination of all Revolving Commitments, to the payment of all amounts due to the Services Provider for any due and unpaid Subordinated Services Fees; and
(k)after the indefeasible payment in full and in cash of all Obligations and the termination of all Revolving Commitments, to the Borrower or for payment as directed by the Borrower, including to make a distribution to the Parent.
If on any date that payments are made pursuant to this Section 6.4 the amount available to be paid pursuant to any of the foregoing clauses (a) through (i) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (i) above and (except as provided in subclauses “first”, “second” and “third” of clause (a) above and subclauses “first” and “second” of clause (f) above) ratably in accordance with the respective amounts owing under any such clause to the extent funds are available therefor.
Section 6.5Capital Contributions.
Upon prior written notice to the Borrower, the Administrative Agent, the Services Provider and the Collateral Agent, the Parent may, but shall have no obligation to, at any time or from time to time make a capital contribution in Cash or Eligible Investments or an assignment and contribution of a Collateral Loan (which shall be deemed effective as of the trade date of such assignment) to the Borrower for the purpose of (a) curing or preventing any Default or Event of Default, (b) enabling the acquisition or sale of any Collateral Loan, (c) satisfying or improving any Eligibility Criteria, Overcollateralization Ratio Test, Senior Advance Rate Test, or Collateral Quality Test, (d) paying fees and expenses incurred in connection with the structuring, consummation and closing of the transaction contemplated by this Agreement, and (e) prepaying the Revolving Loans.
All Cash contributed to the Borrower shall be treated as Principal Proceeds or Interest Proceeds, as designated by the Borrower.
ARTICLE VII
THE AGENTS
Section 7.1Appointment and Authorization.
Each Lender irrevocably appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to such Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. Only the Agents (and not one or more of the Lenders) shall have the authority to deal directly with the Borrower under this Agreement and each Lender acknowledges that all notices, demands or requests from such Lender to the Borrower must be forwarded to the applicable Agent for delivery to the Borrower. Each Lender acknowledges that the Borrower has no obligation to act or refrain from acting on instructions or demands of one or more Lenders absent written instructions from an Agent in accordance with its rights and authority hereunder.
Section 7.2Agents and Affiliates.
The Agents shall each have the same rights and powers under this Agreement as the Lenders and may each exercise or refrain from exercising the same as though it were not an Agent, and such Agents and their respective affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as if it were not an Agent hereunder, and the term “Lender” and “Lenders” may include MUFG Bank, Ltd. and/or any Affiliate of MUFG Bank, Ltd. in its individual capacity. The provisions in this Article VII with respect to the Agents shall apply only to the Agents acting in their capacities as such hereunder and not as Lenders.
Section 7.3Actions by Agent.
The obligations of the Agents hereunder are only those expressly set forth herein. No Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of any Agent shall be read into this Agreement or any other Transaction Document or shall otherwise exist against any Agent. The provisions of this Article VII are solely for the benefit of the Agents and the Lenders (other than Sections 7.1 and 7.8, which are also for the benefit of the Borrower). In performing its functions and duties solely under this Agreement, each Agent shall act solely as the agent of the Lenders (except pursuant to Section 12.6(f)) and does not assume, nor shall be deemed to have assumed, any obligation or relationship of trust with or for the Lenders. Without limiting the generality of the foregoing, no Agent shall be required to take any action with respect to any Default, except as expressly provided in Article VI. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default and conspicuously labeled as a “notice of default” is given in writing to the Administrative Agent by the Borrower, the Services Provider, any Lender, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian or any other party from time to time party hereto (other than the Administrative Agent).
Section 7.4Delegation of Duties; Consultation with Experts.
Each Agent may execute any of its duties under this Agreement by or through its subsidiaries, affiliates, agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Each Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.
Section 7.5Limitation of Liability of Agents.
(a)No Agent nor any of its respective affiliates, directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (x) with the consent or at the request of the Majority Lenders, or (y) in the absence of its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment). No Agent nor any of their respective affiliates, directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any Borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article III; or (iv) the validity, effectiveness or genuineness of this Agreement, the other Transaction Documents or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received written notice to the contrary from such Lender prior to the making of such Loan. For purposes of determining compliance with the conditions specified in Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the occurrence of the 2025 Closing Date specifying its objections. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document or any other document furnished in connection herewith or therewith in accordance with a request of the Majority Lenders (or the Administrative Agent) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. Under no circumstances shall the Agents be deemed liable for any special, indirect, punitive or consequential damages (including lost profits) even if such Agent has been advised of the likelihood of such damages and regardless of the form of action.
(b)The Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Transaction Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Transaction Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.
(c)The following additional provisions apply with respect to the Collateral Agent:
(i)the Collateral Agent shall not be deemed to have notice or knowledge of the occurrence and continuance of an Event of Default until an Administrative Officer of the Collateral Agent shall have received written notice (which notice shall refer to this Agreement and state that such notice is a notice of Default) thereof from the Borrower, the Services Provider, the Administrative Agent, a Lender or any other Person;
(ii)no provision of this Agreement or the other Transaction Documents shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that the reasonable and documented costs of performing its ordinary services under this Agreement shall not be deemed a “financial liability” for purposes hereof;
(iii)if, in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, the Collateral Agent may request written instructions from the Administrative Agent (and the Administrative Agent shall request written instructions from the Majority Lenders) as to the course of action desired. If the Collateral Agent does not receive such instructions within five Business Days after its request therefor, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions;
(iv)the Collateral Agent shall be under no liability for interest on any funds received by it hereunder except to the extent of income or other gain on Eligible Investments which are deposits in or certificates of deposit of State Street Bank and Trust Company or any Affiliate in its commercial capacity and income or other gain actually received (and not subsequently reinvested, withdrawn or distributed) by the Collateral Agent in Eligible Investments;
(v)the Collateral Agent shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Collateral Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; and
(vi)without prejudice to the Collateral Agent’s duties under Article VI or any other provision of any Transaction Document, the Collateral Agent shall be under no obligation to take any action to collect from any Obligor any amount payable by such Obligor on the Collateral Loans or any other Collateral under any circumstances, including if payment is refused after due demand.
(d)No Agent shall have any duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement, and no covenants or obligations shall be implied in this Agreement or the other Transaction Documents against any such Person. No Agent shall be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include but shall not be limited to acts of god, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, power failures, earthquakes or other disasters.
(e)In no event shall the Collateral Agent be liable for the selection of any investments or any losses in connection therewith, or for any failure of the Borrower to timely provide investment instruction to the Collateral Agent in connection with the investment of funds in or from any account set forth herein. Except as otherwise provided in Section 8.2(c) or Section 8.3, in the absence of a Borrower Order or, after an Event of Default, a direction from the Administrative Agent, all funds in any account held under this Agreement shall be held uninvested. Nothing in this Agreement shall be deemed to release the Collateral Agent in its individual capacity from any liability it may have as an obligor under any Eligible Investment.
(f)The Collateral Agent, and in the event that the Collateral Agent is also acting in the capacity of Custodian, Collateral Administrator, paying agent or securities intermediary hereunder or under the other Transaction Documents, then in such other capacities, as well, shall be entitled to compensation from the Borrower in an amount separately agreed upon by the Borrower (or the Services Provider on its behalf) and the Collateral Agent. The Collateral Agent and its Affiliates also shall be permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.
(g)Without limiting the generality of any terms of this Section 7.5, the Collateral Agent shall have no liability for any failure, inability or unwillingness on the part of the Lenders, the Administrative Agent, the Services Provider or the Borrower to provide accurate and complete information on a timely basis to the Collateral Agent, or otherwise on the part of any such party to comply with the terms of this Agreement or the other Transaction Documents, and shall have no liability for any inaccuracy or error in the performance or observance on the Collateral Agent’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof.
(h)The Collateral Agent shall not be under any obligation to (i) confirm or verify whether the conditions to the delivery of Collateral have been satisfied or to determine whether (A) a loan is a Collateral Loan or meets the criteria in the definition thereof or is otherwise eligible for purchase hereunder, (B) an investment is an Eligible Investment or meets the criteria in the definition thereof or is otherwise eligible for purchase hereunder or (ii) evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower in connection with the grant by the Borrower to the Collateral Agent of any item constituting the Collateral or otherwise, or in that regard to examine any underlying documents, in order to determine compliance with the applicable requirements of and restrictions on transfer of a Collateral Loan or Eligible Investment.
(i)In order to comply with Applicable Law, including the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Collateral Agent is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Collateral Agent. Accordingly, each of the parties agrees to provide to the Collateral Agent upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Collateral Agent to comply with Applicable Law. The Collateral Agent may from time to time establish any additional accounts deemed necessary or desirable for convenience in administering the Collateral so long as each such account is at all times subject to a valid and perfected first priority lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Secured Parties.
(j)The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or any other Transaction Document at the request or direction of the Majority Lenders or the Administrative Agent, unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses (including the reasonable fees and expenses of its attorneys and counsel), and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any Transaction Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability unless it is provided an indemnity reasonably acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement or any other Transaction Document unless and until directed by the Majority Lenders (or the Administrative Agent on their behalf).
(k)The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. The Collateral Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct, bad faith, reckless disregard or grossly negligent performance or omission of its duties. The Collateral Agent may consult with legal counsel (including, without limitation, counsel for the Borrower or the Administrative Agent or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Collateral Agent shall not be liable for the actions of omissions of the Administrative Agent (including without limitation concerning the application of funds), or under any duty to monitor or investigate compliance on the part of the Administrative Agent with the terms or requirements of this Agreement, any Transaction Document or any related document, or their duties thereunder. The Collateral Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive hereunder.
(l)The delivery of reports, and other documents and information to the Collateral Agent hereunder or under any other Transaction Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
The Collateral Agent is hereby authorized and directed to execute and deliver the other Transaction Documents to which it is a party. Whether or not expressly stated in such Transaction Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement.
(m)Except as expressly provided herein or in any other Transaction Document, nothing herein shall be construed to impose an obligation on the part of the Collateral Agent to recalculate, evaluate or verify any report, certificate or information received by it from the Borrower, Services Provider, Lender or Administrative Agent or to otherwise monitor the activities of the Borrower or Services Provider.
(n)In the event that the Collateral Agent is also acting in the capacity of Custodian, Collateral Agent, paying agent or securities intermediary hereunder or under the other Transaction Documents, the rights, protections, immunities and indemnities afforded the Collateral Agent pursuant to this Article VII shall also be afforded to the Collateral Agent, individually acting in such other capacities.
(o)The Collateral Agent shall not be charged with knowledge or notice of any matter unless actually known to an Administrative Officer of the Collateral Agent responsible for the administration of this Agreement, or unless and to the extent written notice of such matter is received by the Collateral Agent at its address in accordance with Section 12.1.
Section 7.6Indemnification.
Each Lender, ratably in accordance with its Percentage Share, shall indemnify each of the Agents, their respective affiliates, directors, officers, agents and employees (to the extent not reimbursed by the Borrower as may be required under this Agreement) against any cost, expense (including fees of counsel and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ own gross negligence, fraud, reckless disregard, bad faith, criminal conduct or willful misconduct) that such indemnitee may suffer or incur in connection with this Agreement, the other Transaction Documents or any action taken or omitted by such indemnitee hereunder or thereunder. The provisions of this Section 7.6 shall survive the resignation or replacement of the Agents.
Section 7.7Credit Decision.
Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender or any of their respective affiliates, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent, any other Lender or their respective affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement or in connection therewith. The Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower which may come into the possession of the Agents or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates other than in connection with their acting as Agents under this Agreement and the other Transaction Documents.
Section 7.8Successor Agent.
(a)Any Agent may resign at any time by giving at least 30 days’ prior written notice thereof to the Lenders, the Borrower, the Services Provider and the applicable Rating Agency; provided that any such resignation by any Agent shall not be effective until a successor agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such notice, the Majority Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder, and the successor Agent shall provide written notice of such appointment to the Lenders, the Services Provider and the applicable Rating Agency. Notwithstanding anything in this Section 7.8(a) to the contrary, this Section 7.8(a) shall not apply to the resignation of the Administrative Agent, which shall be governed by the terms of Section 7.8(b) of this Agreement.
(b)The Administrative Agent may resign at any time by giving at least 30 days’ prior written notice thereof to the Lenders, the Borrower, the Services Provider and the applicable Rating Agency and upon such resignation, Majority Lenders (with the consent of the Borrower) will reasonably promptly designate a successor Administrative Agent. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Transaction Documents, and the Majority Lenders (or their designee) shall perform the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor Administrative Agent. Any such successor Administrative Agent shall succeed to and become vested with all the rights and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder, and the successor Administrative Agent shall provide written notice of such appointment to each other Agent, the Lenders, the Services Provider and the applicable Rating Agency.
(c)After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. With respect to any Person (i) into which an Agent or may be merged or consolidated, (ii) that may result from any merger or consolidation to which an Agent shall be a party or (iii) with respect to the Agents (other than the Administrative Agent) that may succeed to the corporate trust business and assets of any of such Agents substantially as a whole, shall be the successor to such Agent under this Agreement without further act of any of the parties to this Agreement. Notwithstanding anything in this Section 7.8 to the contrary, this Section 7.8 shall not apply to the resignation or removal of the Document Custodian, which shall be governed by the terms of Section 14.9 of this Agreement.
Section 7.9Erroneous Payments.
(a)Each Lender hereby agrees that (i) if the Administrative Agent, the Collateral Administrator or the Collateral Agent notifies such Lender that the Administrative Agent, the Collateral Administrator or the Collateral Agent, as applicable, has determined in its sole discretion that any funds received by such Lender from a Secured Party or any of its respective Affiliates (a “Payment Recipient”) were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Lender shall promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent, the Collateral Administrator or the Collateral Agent, as applicable, the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date that is two Business Days after the Administrative Agent, the Collateral Administrator or the Collateral Agent, as applicable, has demanded the return of such Erroneous Payment (or portion thereof) to the date such amount is repaid to the Administrative Agent, the Collateral Administrator or the Collateral Agent, as applicable, in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent, the Collateral Administrator or the Collateral Agent, as applicable, in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent, the Collateral Administrator or the Collateral Agent, as applicable, for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent, the Collateral Administrator or the Collateral Agent to any Lender under this clause (a) shall be conclusive, absent manifest error.
(b)Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent, the Collateral Administrator or the Collateral Agent, as applicable (or any of their respective Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent, the Collateral Administrator or the Collateral Agent, as applicable (or any of their respective Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), (y) that was not preceded or accompanied by an Erroneous Payment Notice, or (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, (i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and (ii) such Lender, or the Administrative Agent, the Collateral Administrator or the Collateral Agent shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent, the Collateral Agent or the Collateral Administrator of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent, the Collateral Agent or the Collateral Administrator pursuant to this Section 7.9(b).
(c)Each Lender and Secured Party hereby authorizes the Administrative Agent, the Collateral Agent or the Collateral Administrator to set off, net and apply any and all amounts at any time owing to such Lender or Secured Party under any Transaction Document, or otherwise payable or distributable by the Administrative Agent, the Collateral Agent or the Collateral Administrator to such Lender or Secured Party from any source under or in connection with the Transaction Documents, against any amount due to the Administrative Agent, the Collateral Agent or the Collateral Administrator under immediately preceding clause (a) or under the indemnification provisions of this Agreement.
(d)In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent, the Collateral Agent or the Collateral Administrator for any reason, after demand therefor by the Administrative Agent, the Collateral Agent or the Collateral Administrator in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s, the Collateral Agent’s or the Collateral Administrator’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Revolving Commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent, the Collateral Administrator or the Collateral Agent may specify) (such assignment of the Loans (but not Revolving Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent, the Collateral Administrator or the Collateral Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent, the Collateral Administrator or the Collateral Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent, the Collateral Administrator or the Collateral Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Revolving Commitments which shall survive as to such assigning Lender and (iv) the Administrative Agent, the Collateral Administrator or the Collateral Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. Subject to Section 12.6, the Administrative Agent, the Collateral Administrator or the Collateral Agent may, in its discretion, sell any Loans
acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent, the Collateral Administrator or the Collateral Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Revolving Commitments of any Lender and such Revolving Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent, the Collateral Administrator or the Collateral Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent, the Collateral Administrator or the Collateral Agent may be equitably subrogated, the Administrative Agent, the Collateral Administrator or the Collateral Agent shall be contractually subrogated to all the rights and interests of the applicable Lender or Secured Party under the Transaction Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).
(e)The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent, the Collateral Administrator or Collateral Agent from the Borrower or any other party for the purpose of making a payment in respect of the Obligations, in which case such payment shall discharge and otherwise satisfy the applicable obligation of the Borrower being so paid, prepaid or repaid in accordance with the terms of this Agreement. Notwithstanding anything to the contrary herein, in connection with any Erroneous Payment (including in connection with any subrogation related thereto), under no circumstances shall the Collateral Administrator or the Collateral Agent be deemed a lender-of-record.
(f)To the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent, the Collateral Administrator or the Collateral Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.
(g)Each party’s obligations under this Section 7.9 shall survive the resignation or replacement of the Administrative Agent, the Collateral Administrator or the Collateral Agent, the termination of the Revolving Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Transaction Document.
Section 7.10Certain ERISA Matters.
(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:
(i)such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Revolving Commitments or this Agreement,
(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Revolving Commitments and this Agreement,
(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Revolving Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Revolving Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Revolving Commitments and this Agreement, or
(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
(b)In addition, unless either (1) clause (a)(i) above is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant as provided in clause (a)(iv) above, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent or any of its Affiliates is a fiduciary with respect to the assets of such Lender involved in the Loans, the Revolving Commitments, and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Transaction Document or any documents related hereto or thereto).
Section 8.1Collection of Money.
ARTICLE VIII ACCOUNTS AND COLLATERAL (a)Except as otherwise expressly provided herein, the Collateral Agent may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all Money and other property payable to or receivable by the Collateral Agent pursuant to this Agreement (other than amounts specifically required herein to be paid to the Administrative Agent), including, but not limited to, all payments or any other amounts due on the Collateral Loans and Eligible Investments, in accordance with the terms and conditions of such Collateral Loans and Eligible Investments. The Collateral Agent shall segregate and hold all such Money and property received by it in trust for the Lenders and shall apply it as provided in this Agreement.
(b)All payments on the Collateral Loans and other Collateral shall be made directly to the Collateral Agent (at a bank in the United States), will be held in the Collection Account, and will be divided into Interest Proceeds (including Fee Proceeds) and Principal Proceeds. Such amounts shall be applied in accordance with the Priority of Payments and the terms of this Agreement.
(c)The Borrower (or the Services Provider on behalf of the Borrower) will provide the Collateral Agent with a copy of each agreement under which the Borrower sells any interest in a Collateral Loan pursuant to Section 10.1. Upon receipt of written certification by the Borrower or the Services Provider (which may take the form of standing instructions with respect to a specified portion of all payments received on designated Collateral Loans) to the effect that specified amounts received by the Collateral Agent from an Obligor do not constitute Collections subject to this Agreement but are required by the terms of such a participation or assignment agreement to be paid by the Borrower to the purchaser of a participation interest sold by the Borrower or assignee of the Borrower, as the case may be, the Collateral Agent will disburse such amounts, as directed in such certificate. The Collateral Agent shall make such disbursements in accordance with such directions and shall have no obligation to monitor or verify the terms of any such arrangement.
(d)The Custodian hereby agrees, with the Collateral Agent that (i) each of the Covered Accounts shall be a securities account or deposit account of the Borrower subject to the Lien of the Collateral Agent, (ii) all property (other than cash or general intangibles) credited to the Covered Accounts shall be treated as a “financial asset” for purposes of the UCC and all cash that is credited to Covered Accounts shall be credited to accounts that are deposit accounts, (iii) the Custodian shall treat the Collateral Agent as entitled to exercise the rights that comprise each financial asset credited to the Covered Accounts subject to the rights of the Borrower specified herein, (iv) the Custodian shall not agree with any person or entity other than the Collateral Agent to comply with entitlement orders originated by any person or entity other than the Collateral Agent or the Borrower (or the Services Provider on behalf of the Borrower) as provided herein, (v) the Covered Accounts and all property credited to the Covered Accounts shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of the Custodian or any person or entity claiming through the Custodian (other than the Collateral Agent) except for the right to debit for any item returned by reason of non-sufficient funds and other Permitted Liens, (vi) regardless of any provision in any other agreement, for purposes of the UCC and for purposes of the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an intermediary (the “Hague Convention”), with respect to each Covered Account, New York shall be deemed to be the Custodian’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC) and New York shall govern the issues specified in Article 2(1) of the Hague Convention and (vii) any agreement between the Custodian and the Collateral Agent with respect to the Covered Accounts shall be governed by the laws of the State of New York.
Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (a) interests in bank loans or participations may be acquired and delivered by the Borrower to the Securities Intermediary from time to time which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in UCC Section 8-102) or an instrument (as that term is defined in Section 9-102(a)(47) of the UCC), and may be evidenced solely by delivery to the Document Custodian (with a copy to the Securities Intermediary) of a facsimile copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Borrower as assignee, (b) any such Loan Assignment Agreement (and the registration of the related interests in bank loans or participations on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Borrower and (c) any duty on the part of the Document Custodian with respect to such interests in bank loans or participations (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such interests in bank loans or participations for purposes of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Document Custodian in the physical custody of any such Loan Assignment Agreement that may be delivered to it; provided that the Document Custodian shall maintain such Loan Assignment Agreements as required by this Agreement. It is acknowledged and agreed that neither the Document Custodian nor the Securities Intermediary is under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), or for the Borrower’s title to any related interests in bank loans or participations.
Section 8.2Collection Account.
(a)The Collateral Agent, prior to the 2025 Closing Date, established two segregated non-interest bearing trust accounts: (i) one account in the name “Athena Funding II LLC Interest Collection Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties” (the “Interest Collection Account”) and (ii) one account in the name “Athena Funding II LLC Principal Collection Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties” (the “Principal Collection Account”) (each, a “Collection Account”, and collectively, the “Collection Account”). Each Collection Account shall be a segregated non-interest bearing trust account, which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such accounts shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over each such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (i) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in Eligible Investments or to prepay the Loans in accordance with Section 2.7) and all Principal Proceeds in the Principal Collection Account and (ii) all Interest Proceeds (including all Fee Proceeds) in the Interest Collection Account. All monies deposited from time to time in the applicable Collection Account pursuant to this Agreement shall be held by the Collateral Agent as part of the Collateral and shall be applied for the purposes herein provided. Each Collection Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the applicable Collection Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the applicable Collection Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the applicable Collection Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, each Collection Account shall be in accordance with the provisions of Sections 6.4, 8.2 and 9.1 or to effect a Permitted Distribution or a Permitted Parent Distribution in accordance with the terms of this Agreement.
(b)All Distributions and any net proceeds from the sale or disposition of Pledged Collateral or other collateral received by the Collateral Agent shall, subject to the parenthetical in Section 8.2(a)(ii), be immediately deposited into the applicable Collection Account.
Subject to Sections 8.2(d) and 8.2(e), all such property, together with any investments in which funds included in such property are or will be invested or reinvested during the term of this Agreement, and any income or other gain realized from such investments, shall be held by the Collateral Agent in the applicable Collection Account as part of the Collateral subject to disbursement and withdrawal as provided in this Section 8.2. (i) So long as no Event of Default has occurred and is continuing, by Borrower Order (which may be in the form of standing instructions), the Borrower (or the Services Provider on behalf of the Borrower) shall and (ii) after the occurrence and during the continuation of an Event of Default, the Administrative Agent (at the direction of the Majority Lenders) shall direct the Collateral Agent to, and, upon receipt of such Borrower Order or direction, as applicable, the Collateral Agent shall, invest all funds received into the applicable Collection Account during a Due Period, and amounts received in prior Due Periods and retained in the Collection Account, as so directed in Eligible Investments having stated maturities no later than the second Business Day immediately preceding the next Quarterly Payment Date. The Borrower, the Services Provider on behalf of the Borrower and the Administrative Agent each agrees that it shall not knowingly give any instruction to invest such funds. So long as no Event of Default has occurred and is continuing, the Collateral Agent, within one Business Day after receipt of any Distribution or other proceeds which are not Cash, shall so notify the Borrower and the Borrower shall, within six months of receipt of such notice from the Collateral Agent, sell such Distribution or other proceeds for Cash (at a price equal to fair market value as reasonably determined by the Borrower, or the Services Provider in accordance with the Servicing Standard) to any Person (including an Affiliate of the Borrower) and deposit the proceeds thereof in the Collection Account for investment pursuant to this Section 8.2; provided that the Borrower need not sell such Distributions or other proceeds if it delivers a certificate of an Authorized Officer to the Administrative Agent certifying that such Distributions or other proceeds constitute Collateral Loans or Eligible Investments or securities subject to transfer restrictions that do not permit such sale.
(c)So long as no Event of Default has occurred and is continuing, if the Borrower shall not have given any investment directions pursuant to Section 8.2(b), the Collateral Agent shall seek instructions from the Borrower within one Business Day after transfer of such funds to the applicable Collection Account. If the Collateral Agent does not thereupon receive written instructions from the Borrower within five Business Days after transfer of such funds to the applicable Collection Account, the Collateral Agent shall again seek instructions from the Borrower. If the Collateral Agent does not receive written instructions from the Borrower within five Business Days after such second request, it shall invest and reinvest the funds held in the Collection Account, as fully practicable, in Eligible Investments. The Borrower agrees that it shall not knowingly give any instruction to invest such funds. After the occurrence and during the continuation of an Event of Default, if the Administrative Agent (at the direction of the Majority Lenders) shall not have given investment directions to the Collateral Agent pursuant to Section 8.2(b) for three consecutive days, the Collateral Agent shall seek instructions from the Administrative Agent. The Administrative Agent agrees that it shall not give any instruction to invest such funds. All interest and other income from such investments shall be deposited in the Collection Account, any gain realized from such investments shall be credited to the Collection Account, and any loss resulting from such investments shall be charged to the Collection Account.
(d)The Borrower (or the Services Provider on behalf of the Borrower) shall by Borrower Order direct the Collateral Agent to, and upon receipt of such Borrower Order the Collateral Agent shall, transfer Principal Proceeds to the Unfunded Exposure Account on any Business Day on which amounts standing to the credit of the Unfunded Exposure Account do not equal or exceed the Required Amount.
(e)During the Reinvestment Period, the Borrower (or the Services Provider on behalf of the Borrower) may by Borrower Order direct the Collateral Agent to, and upon receipt of such Borrower Order the Collateral Agent shall, (i) withdraw funds on deposit in the Principal Collection Account representing Principal Proceeds and reinvest such funds in Collateral Loans as permitted under and in accordance with the requirements of Article X and such Borrower Order and (ii) apply Principal Proceeds to make a prepayment of the Loans in accordance with Section 2.7.
(f)After the Reinvestment Period, the Borrower (or the Services Provider on behalf of the Borrower) may by Borrower Order direct the Collateral Agent to, and upon receipt of such Borrower Order the Collateral Agent shall apply Principal Proceeds received by the Borrower (before or after the end of the Reinvestment Period) towards (A) the purchase of Collateral Loans or (B) the payment or funding of Unfunded Amounts, in each case pursuant to commitments entered into by the Borrower prior to the end of the Reinvestment Period.
(g)By Borrower Order, the Borrower (or the Services Provider on behalf of the Borrower) may at any time direct the Collateral Agent to, and, upon receipt of such Borrower Order, the Collateral Agent shall, pay from time to time on dates other than Quarterly Payment Dates from Interest Proceeds on deposit in the Interest Collection Account, Administrative Expenses (which shall be payable in the order specified in the definition thereof); provided that the aggregate amount of Administrative Expenses paid in any Due Period (excluding Administrative Expenses paid on Quarterly Payment Dates pursuant to the Priority of Payments) shall not exceed the Retained Expense Amount determined on the immediately prior Quarterly Payment Date plus, without duplication, the Quarterly Cap applicable on the next Quarterly Payment Date.
(h)The Collateral Agent shall transfer to the Payment Account for application pursuant to Section 9.1(a), on or about the Business Day (but in no event more than two Business Days) prior to each Quarterly Payment Date, any amounts then held in the Collection Account other than proceeds received after the end of the Due Period with respect to such Quarterly Payment Date.
(i)The Collateral Agent may from time to time establish any additional accounts and/or subaccounts with an Eligible Account Bank, which in each case shall be subject to the lien of the Collateral Agent for the benefit of the Secured Parties, deemed necessary by the Collateral Agent for convenience in administering the Collateral.
(j)The Collateral Agent agrees to give the Borrower, the Services Provider, the Lenders prompt notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that any Collection Account or any funds on deposit therein, or otherwise to the credit of any Collection Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process.
(k)At any time and from time to time the Borrower, or the Services Provider on the Borrower’s behalf, may deposit into the applicable Collection Account funds not previously subject to the Lien of the Collateral Agent (for the benefit of the Secured Parties) granted under this Agreement; provided that (i) the requirements of Section 6.5 are complied with, if applicable, and (ii) upon such deposit into the applicable Collection Account, such funds shall automatically be subject to the Lien of the Collateral Agent (for the benefit of the Secured Parties) granted under this Agreement. Any such deposit shall be irrevocable. The Borrower shall notify the Agents in writing of any such deposit prior to or contemporaneously therewith.
Section 8.3Payment Account; Unfunded Exposure Account.
(a)Payment Account. The Collateral Agent shall, on or prior to the 2025 Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding II LLC Payment Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Payment Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Loans in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Payment Date Report, to pay fees, Administrative Agent Fees, Structuring Fees, Prepayment Fees, Collateral Agent Fees, Collateral Administrator Fees, Document Custodian Fee, Administrative Expenses, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times with an Eligible Account Bank, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.
(b)Unfunded Exposure Account. The Collateral Agent shall, on or prior to the 2025 Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding II LLC Unfunded Exposure Account, subject to the lien of State Street Bank and Trust Company, as Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Unfunded Exposure Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held in trust for the benefit of the Secured Parties. On the date of any acquisition by the Borrower of any Revolving Collateral Loan or Delayed Funding Loan (including by way of contribution or substitution), the Borrower (or the Services Provider on behalf of the Borrower) shall by Borrower Order direct the Collateral Agent to, and upon receipt of such Borrower Order the Collateral Agent shall, transfer Principal Proceeds to the Unfunded Exposure Account so that its balance is at least equal to the Required Amount for such Revolving Collateral Loan or Delayed Funding Loan. The Collateral Agent shall maintain on deposit in the Unfunded Exposure Account an amount equal to (i) the aggregate Exposure Amount plus (ii) the excess, if any, of the aggregate Unsettled Amount as of such date (as identified by the Borrower, or the Services Provider on behalf of the Borrower) over the sum of (x) amounts on deposit in the Collection Account, including Eligible Investments credited thereto, representing Principal Proceeds and (y) if such date is prior to the end of the Commitment Period, the Undrawn Commitment as of such date (the “Required Amount”), in accordance with Articles VIII and IX. The Borrower (or the Services Provider on behalf of the Borrower) shall by Borrower Order direct the Collateral Agent to, and upon receipt of such Borrower Order the Collateral Agent shall, transfer Principal Proceeds to the Unfunded Exposure Account on any Business Day on which amounts standing to the credit of the Unfunded Exposure Account do not equal or exceed the Required Amount. By Borrower Order (which may be in the form of standing instructions), the Borrower (or the Services Provider on behalf of the Borrower) may, so long as no Event of Default has occurred and is continuing, direct the Collateral Agent to, and, upon receipt of such Borrower Order, the Collateral Agent shall, invest all funds received into the Unfunded Exposure Account as so directed solely in overnight funds that are Eligible Investments.
Except as provided in Sections 6.4 and 9.1, the only permitted withdrawals from or applications of funds on deposit in, or otherwise to the credit of, the Unfunded Exposure Account shall, at the direction of the Borrower (or the Services Provider on behalf of the Borrower) be (i) to fund or pay Unfunded Amounts, (ii) at the election of the Borrower during the Reinvestment Period, to be applied as Principal Proceeds for use as is provided in this Agreement (including, without limitation, as provided in Section 9.1(a)(ii)) and (iii) after the Reinvestment Period, to the extent of any Excess Reserve Amount, to be applied as Principal Proceeds in accordance with Section 9.1(a)(ii). Notwithstanding the foregoing, the amount of all funds on deposit in the Unfunded Exposure Account on any date that exceeds the Exposure Amount on such date shall be transferred, at the direction of the Borrower (or the Services Provider on behalf of the Borrower) to the Collection Account on such date and applied as Principal Proceeds. For the avoidance of doubt, any amounts transferred from the Unfunded Exposure Account for application as Principal Proceeds as provided above shall be further invested in Collateral Loans (to the extent expressly permitted by the other provisions in this Agreement) or applied as Principal Proceeds in accordance with Section 9.1(a)(ii), in each case as expressly provided in this Agreement. The Collateral Agent agrees to give the Borrower and the Services Provider immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Unfunded Exposure Account or any funds on deposit therein, or otherwise to the credit of the Unfunded Exposure Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Unfunded Exposure Account shall remain at all times with an Eligible Account Bank. In the event that the account bank at which the Unfunded Exposure Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Unfunded Exposure Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Unfunded Exposure Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement. Any interest earned on Eligible Investments held in the Unfunded Exposure Account shall be applied as Interest Proceeds.
Section 8.4Custodial Account.
(a)The Collateral Agent shall, on or prior to the 2025 Closing Date, establish a single, segregated non-interest bearing trust account in the name “Athena Funding II LLC Custodial Account, subject to the lien of the Collateral Agent for the benefit of the Secured Parties”, which shall be designated as the “Custodial Account” and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be maintained with the Securities Intermediary pursuant to the terms of the Account Control Agreement and over which the Collateral Agent shall have exclusive control, subject to the Borrower’s right to give instructions specified herein, and the sole right of withdrawal. Any and all assets or securities at any time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Custodian for the benefit for the Collateral Agent for the benefit of the Secured Parties. Except in connection with a liquidation pursuant to Article VI, the only permitted withdrawal from the Custodial Account or in, or otherwise to the credit of, the Custodial Account shall be as directed, upon Borrower Order, in accordance with the provisions of Sections 8.5 and 8.6. The Collateral Agent agrees to give the Borrower, the Services Provider and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, has become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Custodial Account shall remain at all times with an Eligible Account Bank and shall remain uninvested.
In the event that the account bank at which the Custodial Account is maintained ceases to be an Eligible Account Bank, or the account bank with respect to the Custodial Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Custodial Account to an Eligible Account Bank and cause the successor account bank to enter into a control agreement.
The Collateral Agent shall appoint a custodian (the “Custodian”) to act as a securities intermediary for purposes of this Agreement and the other Transaction Documents. Initially, such Custodian shall be State Street Bank and Trust Company. Any successor custodian shall be a state or national bank or trust company which (i) is not an Affiliate of the Borrower, (ii) has a combined capital and surplus of at least U.S.$200,000,000, (iii) has a rating of at least “BBB+” by S&P and (iv) is a securities intermediary. If at any time the Custodian does not satisfy the conditions set forth in the foregoing sentence, the Borrower (subject to the consent of the Majority Lenders) shall appoint a replacement Custodian within 30 days of an Authorized Officer of the Borrower becoming aware of such circumstance. The rights, protections, immunities and indemnities afforded to the Collateral Agent under this Agreement shall also be afforded to the Custodian.
(b)Except as otherwise provided in Sections 8.5 and 8.6, all right, title and interest of the Borrower in and to the Custodial Account, all related property, and all proceeds thereof shall be subject to the security interest of the Collateral Agent hereunder.
(c)With respect to securities (including without limitation debt and equity securities, bonds, money market funds and mutual funds) issued in the United States, the Shareholders Communications Act of 1985 (the “Act”) requires the Custodian to disclose to the issuers of such securities, upon their request, the name, address and securities position of its customers who are (a) the “beneficial owners” (as defined in the Act) of such issuer’s securities, if the beneficial owner does not object to such disclosure, or (b) acting as a “respondent bank” (as defined in the Act) with respect to such securities. (Under the Act, “respondent banks” do not have the option of objecting to such disclosure upon the issuers’ request.) The Act defines a “beneficial owner” as any person who has, or shares, the power to vote a security (pursuant to an agreement or otherwise), or who directs the voting of a security. The Act defines a “respondent bank” as any bank, association or other entity that exercises fiduciary powers which holds securities on behalf of beneficial owners and deposits such securities for safekeeping with a bank, such as the Custodian. Under the Act, a customer is either the “beneficial owner” or a “respondent bank”. The “customer” for purposes hereof shall mean the Borrower and each Lender, each of which shall be deemed to be the “beneficial owner” (as defined in the Act) of such securities to be held by the Custodian hereunder, and each of the Borrower and the Lenders hereby waives any objection to the disclosure of its name, address and securities position to any such issuer which requests such information pursuant to the Act for the specific purpose of direct communications between such issuer and the Borrower and each Lender. Each of the Borrower and the Lenders may, by written notice to the Custodian, opt out of the waiver referred to in the foregoing sentence and elect not to consent to the disclosure referred to in the foregoing sentence. With respect to such securities issued outside of the United States, information shall be released to issuers only if required by law or regulation of the particular country in which the securities are located.
(d)At any time and from time to time the Borrower, or the Services Provider on the Borrower’s behalf, may deposit into the Custodial Account Collateral Loans and/or Eligible Investments not previously subject to the Lien of the Collateral Agent (for the benefit of the Secured Parties) granted under this Agreement; provided that (i) the requirements of Section 6.5 are complied with and (ii) upon such deposit into the Custodial Account, such assets shall automatically be subject to the Lien of the Collateral Agent (for the benefit of the Secured Parties) granted under this Agreement.
Any such deposit shall be irrevocable. The Borrower shall notify the Agents in writing of any such deposit prior to or contemporaneously therewith.
Section 8.5Acquisition of Collateral Loans and Eligible Investments.
Each time that the Borrower acquires any Collateral Loan, Eligible Investment or other Collateral, the Borrower shall, if such Collateral Loan or Eligible Investment or other Collateral has not already been transferred to the Custodial Account, transfer or cause the transfer of such Collateral Loan or Eligible Investment and other Collateral to the Custodian to be held for the benefit of the Collateral Agent in accordance with the terms of this Agreement. The security interest of the Collateral Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Collateral Agent, be released. The security interest of the Collateral Agent shall nevertheless come into existence and continue in the Collateral Loans and Eligible Investments and other Collateral so acquired, including all rights of the Borrower in and to any Related Contracts and Collections with respect to such Collateral Loans and Eligible Investments and other Collateral.
Section 8.6Release of Security Interest in Sold Collateral Loans and Eligible Investments; Release of Security Interests Upon Termination.
(a)Upon any sale or other disposition of a Collateral Loan or Eligible Investment or other Collateral (or portion thereof) in accordance with the terms of this Agreement, the security interest of the Collateral Agent in such Collateral Loan or Eligible Investment or other Collateral (or the portion thereof which has been sold or otherwise disposed of), and in all Collections and rights under Related Contracts with respect to such Collateral Loan or Eligible Investment or other Collateral (but not in the proceeds of such sale or other disposition) shall, immediately upon the sale or other disposition of such Collateral Loan or Eligible Investment or other Collateral (or such portion), and without any further action on the part of the Collateral Agent, be released, except for the proceeds of such sale or other disposition and except to the extent of the interest, if any, in such Collateral Loan or Eligible Investment or other Collateral which is then retained by the Borrower or which thereafter reverts to the Borrower for any reason.
(b)Upon the payment in full of the Obligations and termination of all Revolving Commitments hereunder, the Collateral shall be released from the liens created hereby and under the other Transaction Documents, and this Agreement and all obligations of the Agents and each Lender hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower. At the request and sole expense of the Borrower following any such termination, the Administrative Agent and/or the Collateral Agent, as applicable, shall promptly deliver to the Borrower (or its designee) any Collateral held by such Agent hereunder, and execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence such termination. Any such release or termination shall be subject to the provision that the Obligations shall be reinstated if after such release or termination any portion of any payment in respect of the Obligations shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any substantial part of its property, or otherwise, all as though such payment had not been made.
Section 8.7Method of Collateral Transfer.
Notwithstanding any other provision of this Agreement, each item of Collateral shall be delivered to the Custodian by:
(a)with respect to such of the Collateral as constitutes an instrument, tangible chattel paper, a negotiable document (other than Related Contracts), or money, causing the Custodian to take possession of such instrument indorsed to the Custodian or in blank, or such money, negotiable document, or tangible chattel paper, in the State of New York separate and apart from all other property held by the Custodian;
(b)with respect to such of the Collateral as constitutes a certificated security in bearer form, causing the Custodian to take possession of the related security certificate in the State of New York;
(c)with respect to such of the Collateral as constitutes a certificated security in registered form, causing the Custodian to take possession of the related security certificate in the State of New York or the Commonwealth of Massachusetts, indorsed to the Custodian or in blank by an effective indorsement, or registered in the name of the Custodian, upon original issue or registration of transfer by the issuer of such certificated security;
(d)with respect to such of the Collateral as constitutes an uncertificated security, causing the issuer of such uncertificated security to register the Custodian or its nominee for the account of the Custodian as the registered owner of such uncertificated security;
(e)with respect to such of the Collateral as constitutes a security entitlement, causing the Securities Intermediary to indicate by book entry that the financial asset relating to such security entitlement has been credited to the Custodial Account;
(f)with respect to such of the Collateral as constitutes a deposit account, causing such deposit account to be established and maintained in the name of the Collateral Agent or the Custodian, as applicable, by a bank the jurisdiction of which for purposes of the UCC is the State of New York;
(g)with respect to such of the Collateral as constitutes cash, causing such cash to be credited to a Covered Account that is a deposit account; and
(h)taking such additional or alternative procedures as may hereafter become appropriate to grant a first priority (subject to Permitted Liens), perfected security interest in such items of the Collateral to the Collateral Agent, consistent with Applicable Law or regulations.
If any item of Collateral is a financial asset issued by an issuer that is not the United States of America, an agency or instrumentality thereof, or some other United States person or entity, and if such item cannot be delivered as set forth above, such item may be delivered by the Collateral Agent holding such item in an account created and maintained in the name of the Collateral Agent with a banking or securities institution or a clearing agency or system located outside the United States such that the Collateral Agent holds a first priority (subject to Permitted Liens), perfected security interest in such item of Collateral.
The Borrower agrees to record and file after the 2025 Closing Date all appropriate UCC-1 financing statements, continuation statements, and other amendments, meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect and protect the interests of the Secured Parties in the Collateral under the applicable UCC against all creditors of and purchasers from the Borrower.
The Borrower promptly shall deliver file-stamped copies of such UCC-1 financing statements, continuation statements, and amendments to the Agents.
In connection with each transfer of an item of Collateral to the Collateral Agent and/or the Custodian, the Collateral Agent or the Custodian, as applicable, shall make appropriate notations on its records indicating that such item of the Collateral is held for the benefit of the Secured Parties pursuant to and as provided in this Agreement and the other Transaction Documents. Effective upon the transfer of an item of Collateral to the Collateral Agent and/or the Custodian, the Collateral Agent or the Custodian, as applicable, shall be deemed to acknowledge that it holds such item of Collateral as Collateral Agent or as Custodian, as applicable, under this Agreement and the other Transaction Documents for the benefit and security of the Secured Parties.
Notwithstanding any other provision of this Agreement, the Collateral Agent shall not hold any item of Collateral through an agent except as expressly permitted by this Section 8.7.
Section 8.8Continuing Liability of the Borrower.
Notwithstanding anything herein to the contrary, the Borrower shall remain liable under each Related Contract, interest and obligation included in the Collateral, to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and shall do nothing to impair the security interest of the Collateral Agent in any Collateral. None of the Collateral Agent, the Document Custodian, the Custodian or any Secured Party shall have any obligation or liability under any such Related Contract, interest or obligation by reason of or arising out of this Agreement or the receipt by the Collateral Agent, the Document Custodian, the Custodian or any Secured Party of any payment relating to any such Related Contract, interest or obligation pursuant hereto, nor shall the Collateral Agent, the Document Custodian, the Custodian or any Secured Party be required or obligated in any manner to perform or fulfill any of the obligations of the Borrower thereunder or pursuant thereto, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Related Contract, interest or obligation, or to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amount thereunder to which it may be entitled at any time.
Section 8.9Reports.
(a)The Collateral Administrator shall deliver or make available to the Borrower by 11:00 a.m. (New York time) on each Business Day a report describing all Money (including but not limited to a breakdown of all such amounts into Interest Proceeds and Principal Proceeds) and other property received by it pursuant to the terms of this Agreement and the other Transaction Documents on the preceding Business Day (the “Daily Report”). If any Money or property shall be received by the Collateral Agent on a day that is not a Business Day, the Collateral Administrator shall deliver the Daily Report with respect thereto to the Borrower on the next Business Day.
(b)The Collateral Administrator shall compile and provide, subject to the Collateral Administrator’s receipt from the Services Provider, the Borrower or the Administrative Agent, as applicable, such information with respect to the Collateral Loans and Eligible Investments to the extent not maintained or in the possession of the Collateral Administrator, the Collateral Report, and the Payment Date Report in accordance with Exhibit D and Exhibit E hereof, respectively, and prepare drafts of such Collateral Report and Payment Date Report and provide such drafts to the Services Provider for review and approval; provided that each such draft is to be provided no later than four days prior to the date the Collateral Report or the Payment Date Report, as applicable, is due. The Borrower shall cause the Services Provider to review and confirm the calculations made by the Collateral Administrator in such Collateral Report or Payment Date Report within one Business Day prior to the due date of the Collateral Report or the Payment Date Report.
The Services Provider, the Administrative Agent, the Collateral Agent and the Borrower shall cooperate with the Collateral Administrator in connection with the preparation by the Collateral Administrator of Collateral Reports and Payment Date Reports. The Services Provider shall review and verify the contents of the aforesaid reports, instructions, statements and certificates, and upon verification shall make such reports available to the applicable Rating Agency. Upon receipt of approval from the Services Provider, the Collateral Administrator shall transmit the same to the Borrower and shall make such reports available to the Administrative Agent and each Lender.
(c)The Collateral Administrator may conclusively rely on and without any investigation, information provided by the Services Provider, the Collateral Agent, the Borrower and the Administrative Agent in preparation of the Collateral Report and the Payment Date Report. Nothing herein shall obligate the Collateral Administrator to review or examine such information for accuracy, correctness or validity.
The Collateral Administrator will make the Collateral Report and Payment Date Report available via its internet website. The Collateral Administrator’s internet website shall initially be located at http://www.mystatestreet.com. The Collateral Administrator may change the way such statements are distributed. As a condition to access to the Collateral Administrator’s internet website, the Collateral Administrator may require registration and the acceptance of a disclaimer. The Collateral Administrator shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided in the Collateral Report and the Payment Date Report which the Collateral Administrator disseminates in accordance with this Agreement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion.
(d)Nothing herein shall impose or imply any duty or obligation on the part of the Collateral Administrator to verify, investigate or audit any such information or data, or to determine or monitor on an independent basis whether any issuer of the Collateral Loan is in default or in compliance with the underlying documents governing or securing such securities, from time to time, the role of the Collateral Administrator hereunder being solely to perform certain mathematical computations and data comparisons as provided herein.
(e)The Collateral Administrator shall have no liability for any failure, inability or unwillingness on the part of the Services Provider or the Borrower or the Administrative Agent to provide accurate and complete information on a timely basis to the Collateral Administrator, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on the Collateral Administrator’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof.
(f)If, in performing its duties under this Section 8.9 in connection with compiling and delivering reports, the Collateral Administrator is required to decide between alternative courses of action, the Collateral Administrator may request written instructions from the Services Provider, acting on behalf of the Borrower, as to the course of action desired by it. If the Collateral Administrator does not receive such instructions within three Business Days after it has requested them, the Collateral Administrator may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Administrator shall act in accordance with instructions received after such three-Business Day period except to the extent it has already taken, or committed itself to take action inconsistent with such instructions. The Collateral Administrator shall be entitled to rely on the advice of legal counsel and independent accountants in performing its duties hereunder and shall be deemed to have acted in good faith if it acts in accordance with such advice.
ARTICLE IX
APPLICATION OF MONIES
Section 9.1Disbursements of Funds from Payment Account.
(a)Notwithstanding any other provision of this Agreement other than Section 6.4, but subject to the other subsections of this Section 9.1 and Article II (with respect to optional repayment of Loans), on each Quarterly Payment Date, the Collateral Agent shall disburse amounts transferred to the Payment Account from the Collection Account pursuant to Section 8.2(h) as follows and for application in accordance with the following priorities (the “Priority of Payments”):
(i)On each Quarterly Payment Date, prior to the distribution of any Principal Proceeds, Interest Proceeds shall be applied as follows:
(A)to the payment of the following amounts in the following priority (without duplication): (1) Taxes (but not including any accrued and unpaid Increased Costs), registration and filing fees then due and owing by the Borrower, (2) accrued and unpaid Administrative Expenses in the order set forth in the definition thereof and (3) on any Quarterly Payment Date other than the final Quarterly Payment Date, to the retention in the Collection Account of an amount equal to the Retained Expense Amount for such Quarterly Payment Date; provided that the aggregate amount of payments under this clause (A)(2) and (3) shall not exceed on any Quarterly Payment Date the sum of (a) the Quarterly Cap plus (b) the Retained Expense Amount determined on the immediately prior Quarterly Payment Date less (c) Administrative Expenses paid pursuant to Section 8.2(g) during the Due Period relating to such Quarterly Payment Date; (C)unless deferred by the Services Provider (or its designee), to the payment to the Services Provider (or its designee) of all due and unpaid Senior Services Fees that have not been deferred on prior Quarterly Payment Dates;
(B)[reserved];
(D)to the Lenders for payment (on a pro rata basis) of accrued Interest and Unused Fees (ratably in proportion to their respective Percentage Shares) on the Loans due on such Quarterly Payment Date (excluding the additional two percent of Interest payable at the Post-Default Rate);
(E)to the Parent, any Permitted RIC Distribution;
(F)if the Overcollateralization Ratio Test is not satisfied as of the related Calculation Date, to the prepayment of principal of the Loans (to be allocated to the Lenders on a pro rata basis) until such tests are satisfied;
(G)to the payment of amounts described in clause (A) above to the extent not paid thereunder (without regard to any cap or limitation);
(H)first, to the payment of amounts described in clause (D) above to the extent not paid thereunder, and second, to the payment of any Lender’s Increased Costs;
(I)to the payment to the Services Provider (or its designee) of any previously deferred Senior Services Fees that the Services Provider elects to be paid on such Quarterly Payment Date by notice to the Collateral Agent prior to the related Calculation Date;
(J)unless deferred by the Services Provider (or its designee), to the payment to the Services Provider (or its designee) of (1) all due and unpaid Subordinated Services Fees that have not been deferred on prior Quarterly Payment Dates and (2) any previously deferred Subordinated Services Fees that the Services Provider elects to be paid on such Quarterly Payment Date by notice to the Collateral Agent prior to the related Calculation Date;
(K)[reserved];
(L)all remaining Interest Proceeds:
(1)during the Reinvestment Period, at the sole discretion of the Services Provider, either (i) to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Parent; (ii) to the Collection Account to be applied as Principal Proceeds for the purchase of additional Collateral Loans, (iii) to be applied to prepay the principal of the Loans pursuant to Section 2.7, and/or (iv) for deposit into the Unfunded Exposure Account; and
(2)after the Reinvestment Period, to the Borrower or for payment as directed by the Borrower, either to (i) make a distribution to the Parent; or (ii) prepay the principal of the Loans pursuant to Section 2.7.
(ii)On each Quarterly Payment Date, following the distribution of all Interest Proceeds as set forth in Section 9.1(a)(i) above, Principal Proceeds (other than Principal Proceeds previously reinvested in Collateral Loans or otherwise designated by the Borrower for application pursuant to the parenthetical contained in Section 8.2(a)(ii) or otherwise to provide for any Unsettled Amount) shall be applied as follows; provided that after giving effect to any such payment no Commitment Shortfall would exist (and, to the extent that any Commitment Shortfall would exist, Principal Proceeds shall first be deposited in the Unfunded Exposure Account in the amount needed to eliminate such Commitment Shortfall):
(A)to the payment of unpaid amounts in items (A) through (C) in Section 9.1(a)(i) above (in such order of priority stated therein);
(B)to the Lenders for payment (on a pro rata basis) of accrued Interest and Unused Fees (ratably in proportion to their respective Percentage Shares) on the Loans due on such Quarterly Payment Date (excluding the additional two percent of Interest payable at the Post-Default Rate);
(C)if the Overcollateralization Ratio Test is not satisfied as of the related Calculation Date, to the prepayment of principal of the Loans (to be allocated to the Lenders on a pro rata basis) until such tests are satisfied or, with respect to an Event of Default, the Loans are paid in full;
(D)during the Reinvestment Period, all remaining Principal Proceeds may, at the sole discretion of the Services Provider:
(1)be deposited into the Collection Account for the purchase of additional Collateral Loans;
(2)be applied to prepay the principal of the Loans pursuant to Section 2.7; and/or
(3)be deposited into the Unfunded Exposure Account; and
(4)as long as the Senior Advance Rate Test is satisfied pro forma for such distributions, be applied, first, to the payment of amounts described in clause (B) above to the extent not paid thereunder (including the additional two percent of Interest payable at the Post-Default Rate), second, to the payment of any Lender’s Increased Costs, and, third, to make a Permitted Parent Distribution.
(E)after the Reinvestment Period,
(1)first, to be applied to the payment of interest, principal, Unused Fees and other obligations on the Loans until repaid in full;
(2)second, to the payment of amounts referred to in items (E) through (H) in Section 9.1(a)(i) above, in the priority set forth therein but only to the extent not paid in full thereunder;
(3)third, to the payment of amounts described in clause (B) above to the extent not paid thereunder (including the additional two percent of Interest payable at the Post-Default Rate), and then to the payment of any Lender’s Increased Costs; and
(4)fourth, to the Borrower or for payment as directed by the Borrower, including to make a distribution to the Parent.
(b)If on any Quarterly Payment Date the amount available in the Payment Account from amounts received in the related Due Period is insufficient to make the full amount of the disbursements required pursuant to any clause in the Priority of Payments, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.1(a) and ratably or in the order provided within the applicable clause, as applicable, in accordance with the respective amounts owing under any such clause, to the extent funds are available therefor.
(c)On each Quarterly Payment Date, the Collateral Administrator (on behalf of the Borrower) shall deliver to the Administrative Agent, the Collateral Agent, the Services Provider, the Lenders and the applicable Rating Agency a report (the “Payment Date Report”) containing the information described in Exhibit E hereto pursuant to Section 8.9 specifying the amount of Interest Proceeds (and, of such amount, the amount of Fee Proceeds) and Principal Proceeds received during the preceding Due Period and the amounts to be applied to each purpose set forth in Section 9.1(a) and shall include a Borrowing Base Calculation Statement. The information in each Payment Date Report shall be determined as of the Calculation Date immediately preceding the applicable Quarterly Payment Date. For the avoidance of doubt, in any month in which a Quarterly Payment Date occurs, the Collateral Report and the Payment Date Report may be combined into a single report.
ARTICLE X
SALE OF COLLATERAL LOANS; ELIGIBILITY CRITERIA; CONDITIONS TO SALES AND PURCHASES
Section 10.1Sale of Collateral Loans.
(a)Sales, Substitutions and Assignments. Provided that no Event of Default has occurred and is continuing (except for sales pursuant to clauses (i), (iii), (iv), (vi) or (vii) below which shall be permitted during the continuance of an Event of Default but only so long as the Majority Lenders have provided their written consent thereto pursuant to Section 6.2(a)), the Senior Advance Rate Test is satisfied or if not satisfied, the degree of compliance with the Senior Advance Rate Test is maintained or improved, and subject to the satisfaction of the conditions specified in this Agreement, including without limitation Sections 5.33, 10.1(b) and 10.1(c), the Borrower or the Services Provider (on behalf of the Borrower) may direct the Collateral Agent in writing to sell, and the Collateral Agent shall sell or substitute in the manner directed by the Borrower or the Services Provider (on behalf of the Borrower) in writing, any Collateral Loan or other loan included in the Collateral (including (x) subject to Section 10.1(b), the sale by participation of all or a portion of the Borrower’s interest in any Collateral Loan or other loan and (y) without limitation, the sale by assignment of a portion of the Borrower’s interest in any Collateral Loan or other loan); provided that (x) such sale meets the requirements of any one of clauses (i) through (viii) of this Section 10.1(a) and (y) such substitution shall meet the requirements of clause (v) of this Section 10.1(a), each of which requirements shall be satisfied upon receipt by the Collateral Agent of a trade ticket or other direction to sell or substitute (which shall be deemed to be a representation and certification from the Borrower or the Services Provider that such conditions are satisfied):
(i)Credit Risk Loans. The Borrower or the Services Provider (on behalf of the Borrower) may direct the Collateral Agent in writing to sell any Credit Risk Loan at any time during or after the Reinvestment Period without restriction.
(ii)Credit Improved Loans. The Borrower or the Services Provider (on behalf of the Borrower) may direct the Collateral Agent in writing to sell any Credit Improved Loan either:
(A)at any time if the Sale Proceeds from such sale are at least equal to the Investment Criteria Adjusted Balance of such Credit Improved Loan; or
(B)during the Reinvestment Period if the Borrower, or the Services Provider in compliance with the Servicing Standard, reasonably believes prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale in one or more additional Collateral Loans with an Aggregate Principal Balance (together with any Collateral (which, for the avoidance of doubt, may be Collateral Loans or Cash) contributed (which contribution shall be irrevocable) by the Borrower or the Services Provider on the Borrower’s behalf prior to such sale) at least equal to the Investment Criteria Adjusted Balance of such Credit Improved Loan within 30 Business Days of such sale.
(iii)Defaulted Loans. The Borrower or the Services Provider (on behalf of the Borrower) may direct the Collateral Agent in writing to sell any Defaulted Loan at any time during or after the Reinvestment Period without restriction.
(iv)Equity Securities. The Borrower or the Services Provider (on behalf of the Borrower) shall use its commercially reasonable efforts to effect the sale of any Equity Security within 45 days after receipt if such Equity Security constitutes Margin Stock, unless such sale is prohibited by Applicable Law, in which case such Equity Security shall be sold as soon as such sale is permitted by Applicable Law. The Borrower shall deposit the proceeds therefrom in the Collection Account and shall be treated as Principal Proceeds.
(v)Discretionary Sales. The Borrower or the Services Provider on behalf of the Borrower may at any time direct the Collateral Agent in writing to sell any Collateral Loan that is not covered by another provision of this Section 10.1 (each such sale, a “Discretionary Sale”); provided that immediately after giving effect to such Discretionary Sale, each Collateral Quality Test, each Concentration Limitation and the Senior Advance Rate is satisfied, or if not satisfied, the degree of compliance with each Collateral Quality Test, each Concentration Limitation or the Senior Advance Rate Test is maintained or improved; provided, further, that during the Reinvestment Period, such sale shall only be permitted so long as (i) the Aggregate Principal Balance of all such Collateral Loans (excluding (u) Equity Securities, (v) CCC Collateral Loans that at the time of the commitment to sell constituted CCC Excess, (w) Credit Risk Loans, (x) Post-Transition S&P CCC Collateral Loans, (y) Defaulted Loans and Ineligible Assets, and (z) Collateral Loans subject to a Specified Change) sold during the preceding period of twelve calendar months (or, for the first twelve calendar months after the 2025 Closing Date, during the period commencing on the 2025 Closing Date) is not greater than 25% of Total Capitalization, as of the first day of such twelve calendar month period (or as of the 2025 Closing Date, as the case may be) (except that in the case of a Permitted Securitization or Restatement Date Assets, such 25% limitation shall not apply) or (ii) such sale is in connection with a Permitted Securitization (including, for the avoidance of doubt, sales to an Affiliate of the Borrower that is not the issuer or debtor in the Permitted Securitization in amounts necessary to satisfy the requirements of sub-clause (x) of clause (b) of the definition of Permitted Distribution). Any written direction given by the Borrower or the Services Provider on behalf of the Borrower to the Collateral Agent that pursuant to this clause (v) shall be deemed a representation and certification by the Borrower or the Services Provider on behalf of the Borrower to the Collateral Agent this clause (v) has been satisfied.
(vi)Mandatory Sales. The Borrower or the Services Provider (on behalf of the Borrower) shall use its commercially reasonable efforts to effect the sale of any Collateral Loan (other than Defaulted Loans) that no longer meets the criteria described in clause (m) in the definition of “Collateral Loan,” within 18 months of the failure of such Collateral Loan to meet any such criteria (unless the Borrower or the Services Provider determines that such sale would not be in the best interests of the Lenders).
(vii)Sales in Connection with Payment in Full and Termination of the Facility. The Borrower, or the Services Provider on behalf of the Borrower, may direct the Collateral Agent in writing to sell, assign or transfer all or any portion of the Collateral in connection with the payment in full of all of the Obligations (other than any unasserted Contingent Obligations) and the payment of any other amounts required to be paid pursuant to the Priority of Payments; provided that the proceeds from any such sale, assignment or transfer directed pursuant to this Section 10.1(a)(vii) are sufficient to pay in full all of the Obligations (other than any unasserted Contingent Obligations) and any other amounts required to be paid pursuant to the pursuant to the Priority of Payments (as certified to the Collateral Agent by the Borrower). For the avoidance of doubt, the Borrower, or the Services Provider on behalf of the Borrower, may only direct such sales, assignments or transfers contemplated by this Section 10.1(a)(vii) if no Enforcement Event has occurred and is continuing at such time.
(b)Participations. The Borrower may not sell a participation interest in a Revolving Collateral Loan or a Delayed Funding Loan.
(c)Sales for Cash of Collateral Loans. All sales of Collateral Loans or any portion thereof pursuant to this Section 10.1 shall be for Cash on a non-recourse basis, which shall be deemed Principal Proceeds for all purposes hereunder; provided that if such sale is in connection with a Permitted Securitization pursuant to Section 10.1(a)(v), a portion of the purchase price equal to the amount of Permitted Distribution that the Borrower may distribute to the Parent in accordance with Section 5.29 may be paid by means of proper accounting entries being entered upon the accounts and records of the Permitted Securitization’s issuer, the Borrower and Parent to evidence the purchase of subordinated notes by the Parent from the Permitted Securitization’s issuer in the amount of such Permitted Distribution, netted against the purchase of Collateral Loans by the Permitted Securitization’s issuer from the Borrower in the amount of such Permitted Distribution netted against such Permitted Distribution by the Borrower to the Parent.
(d)Repurchase or Substitution of Warranty Collateral Loans. In the event of a breach of Section 4.10, Section 4.14 or Section 4.19 or of a material breach of any other representation, warranty, undertaking or covenant set forth in Article IV or Article V with respect to a Collateral Loan (each such Collateral Loan, a “Warranty Collateral Loan”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower or the Services Provider and (y) receipt by the Borrower or the Services Provider of written notice thereof given by the Administrative Agent, the Borrower shall cause the applicable Transferor to either (a) repurchase such Warranty Collateral Loans at the applicable Repurchase Price or (b) substitute for such Warranty Collateral Loan one or more Collateral Loans with an aggregate Principal Balance at least equal to the Repurchase Price of the Warranty Collateral Loan(s) being replaced; provided, that no such repurchase or substitution shall be required to be made with respect to any Warranty Collateral Loan (and such Collateral Loan shall cease to be a Warranty Collateral Loan) if, on or before the expiration of such 30-day period, either (i) the representations, warranties, undertakings and covenants set forth in Article IV and Article V with respect to such Warranty Collateral Loan shall be made true and correct in all material respects with respect to such Warranty Collateral Loan as if such Warranty Collateral Loan had become part of the Collateral on such day, as applicable, or (ii) the Overcollateralization Ratio Test is satisfied.
Section 10.2Eligibility Criteria.
Unless otherwise specified herein, on and after the 2025 Closing Date but solely during the Reinvestment Period, a debt obligation will be eligible for purchase (including in connection with a substitution pursuant to Section 10.1) by the Borrower and inclusion in the Collateral only if as evidenced by an officer’s certificate of an Authorized Officer of the Borrower (or the Services Provider on behalf of the Borrower) delivered to the Collateral Agent, (i) the Eligibility Criteria are satisfied at the time such debt obligation is purchased (on a trade date basis), after giving effect to the inclusion of such debt obligation, (ii) in the case of an additional Collateral Loan purchased with the proceeds from the sale of a Credit Risk Loan, a Defaulted Loan, or a Collateral Loan that is subject to a Specified Change, either (1) the aggregate outstanding principal balance of all additional Collateral Loans purchased with the proceeds from such sale will at least equal the sale proceeds from such sale or (2) the aggregate outstanding principal balance of the Collateral Loans will be maintained or increased (when compared to the aggregate outstanding principal balance of the Collateral Loans immediately prior to such sale) and (iii) in the case of any other purchase of additional Collateral Loans purchased with the proceeds from the sale of a Collateral Loan, either (1) the aggregate outstanding principal balance of the Collateral Loans will be maintained or increased (when compared to the aggregate outstanding principal balance of the Collateral Loans immediately prior to such sale) or (2) the Senior Advance Rate Test would be satisfied immediately after giving effect to such purchase and sale if such date were a Borrowing Date.
Section 10.3Conditions Applicable to all Sale and Purchase Transactions.
Any transaction effected under this Article X or in connection with the acquisition, disposition or substitution of any asset shall be conducted on an arm’s length basis and, if effected with a Person Affiliated with the Services Provider (or with an account or portfolio for which the Services Provider or any of its Affiliates serves as investment adviser), shall be effected in accordance with Section 5.33.
ARTICLE XI
CHANGE IN CIRCUMSTANCES
Section 11.1Temporary Disruption of the Benchmark. Subject to Sections 12.5(e) through 12.5(i), if:
(a)the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR and such inability to ascertain is not expected to be permanent; or (b)the Administrative Agent has been advised by the Majority Lenders that Term SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan);
then (A) the Administrative Agent shall give notice thereof to the Borrower, the Lenders and the Rating Agency as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist and (B)(x) any request for a borrowing of Term SOFR Loans shall instead be deemed to be a request for an ABR Loan and (y) any outstanding Term SOFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute, an ABR Loan. If, with respect to any outstanding Interest Period, a Lender notifies the Administrative Agent that Term SOFR will not adequately reflect the cost to the Person of funding or maintaining its Term SOFR Loans for such Interest Period, then: (x) the Administrative Agent shall forthwith so notify the Borrower, the Lenders and the Rating Agency; and (y) upon such notice and thereafter while such circumstances exist, the applicable Lender shall not make any Term SOFR Loans during such period; provided that, (I) if the foregoing notice relates to Loans that are outstanding, such Loans shall be converted to ABR Loans only on the last day of the then-current Interest Period, and (II) upon receipt of such notice, the Borrower may revoke any outstanding requests for borrowing of Term SOFR Loans. For avoidance of doubt, until such time as the replacement rate is effective, the Loans will continue to bear interest based on the then-current Benchmark as of the last date of determination.
Section 11.2Illegality. If any Lender determines that any Applicable Law has made it unlawful, or if any governmental authority has asserted that it is unlawful, for any Lender or its Applicable Lending Office to make, maintain or fund any Loan that bears interest at a rate based on the then-current Benchmark, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make, maintain or fund Loans that bear interest at a rate based on the then-current Benchmark or to convert ABR Loans to Loans that bear interest at a rate based on the then-current Benchmark will be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Loans of such Lender that bear interest at a rate based on the then-current Benchmark will be immediately converted into ABR Loans. Upon any such conversion, the Borrower will pay accrued interest on the amount so converted.
Section 11.3Taxes.
(a)Defined Terms. For purposes of this Section, the term “Applicable Law” includes FATCA.
(b)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 11.3) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(c)Payment of Other Taxes by Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
(d)Indemnification by Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(e)Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.6(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Transaction Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Transaction Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).
(f)Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(g)(i) Status of Lenders. Each Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (g)(ii)(A), (ii)(B) and (ii)(D) of this Section 11.3) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(i)Without limiting the generality of the foregoing,
(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or applicable successor form), establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or applicable successor form), establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2)executed copies of IRS Form W-8ECI (or applicable successor form);
(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower (or its sole owner, as applicable) within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower (or its sole owner, as applicable) as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or applicable successor form); or
(4)to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W-9, in each case as applicable (or applicable successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner.
(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D)if a payment made to a Lender under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
(h)On or before the date of this Agreement (and on or before the date any successor or replacement Administrative Agent becomes the Administrative Agent hereunder), to the extent copies thereof have not previously been so delivered, the Administrative Agent shall deliver to the Borrower to the extent it is legally able to do so, two duly executed copies of either (i) IRS Form W-9 (or an applicable successor form) or (ii) IRS Form W-8IMY (or an applicable successor form) certifying that it is a “U.S. branch” of a foreign bank and evidencing its agreement with the Borrower to be treated as a U.S. person with respect to payments made to it by any Borrower.
(i)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).
Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (i) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (i) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
(j)Survival. Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all obligations under any Transaction Document.
Section 11.4Increased Cost and Reduced Return.
(a)If, on or after the date hereof, the adoption of any Applicable Law, rule or regulation, or any change in any Applicable Law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Federal Reserve Board, special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office)) or shall impose on any Lender (or its Applicable Lending Office) any other condition affecting its Term SOFR Loans, its Notes evidencing Term SOFR Loans, or its obligation to make Term SOFR Loans, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto (other than any increased costs on account of (x) Indemnified Taxes, (y) Taxes described in clauses (ii) through (iv) of the definition of “Excluded Taxes” and (z) Connection Income Taxes), such additional amount or amounts as will compensate such Lender for such increased cost or reduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4.
(b)If any Lender shall have determined that, after the date hereof, the adoption of any Applicable Law, rule or regulation regarding liquidity or capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender as a consequence of such Lender’s obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then, upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Lender (with a copy to the Administrative Agent, the Collateral Agent and the applicable Rating Agency), such additional amount or amounts as will compensate such Lender for such reduction (to the extent funds are available therefor in accordance with the Priority of Payments) shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4.
(c)Each Lender will promptly notify the Borrower, the Collateral Agent and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.4 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 11.4 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be delivered in connection with any request for compensation and shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section 11.4 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 11.4 for any increased costs or reductions incurred more than six months prior to the date on which the applicable Lender notifies the Borrower; provided that if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.
(d)Notwithstanding anything to the contrary contained herein, all requests, rules, guidelines, requirements and directives promulgated (i) by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case, pursuant to Basel III or similar capital requirements directive existing on the 2025 Closing Date impacting European banks and other regulated financial institutions and (ii) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section 11.4, regardless of the date enacted, adopted, issued or implemented.
(e)Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not be required to pay amounts to any Lender under this Section 11.4 to the extent such amounts would be duplicative of amounts payable by the Borrower under Section 11.3. To the extent the Borrower is required to pay any Lender additional amounts or indemnify any Lender in respect of Taxes or Other Taxes pursuant to Section 11.3, the provisions of Section 11.3 shall control.
Section 11.5Replacement of Lenders.
(a)If any Lender requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 11.3, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 11.3 in the future, and would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b)(x) If and for so long as any Lender is (1) a Defaulting Lender, (2) requesting compensation under Section 11.4 or (3) unable to make Loans under Section 11.2, (y) if the Borrower is required to pay any additional amount to such Lender or any authority for the account of such Lender pursuant to Section 11.3 or (z) if and for so long as the obligations of any Lender under this Agreement are the subject of a Bail-In Action, then the Borrower may, at its sole expense and effort, upon notice to such Lender, the Agents and the applicable Rating Agency, direct such Lender to assign and delegate (and such Lender shall comply with such direction but shall have no obligation to search for, seek, designate or otherwise try to find, an assignee), without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.6), all of its interests, rights and obligations under this Agreement and the Notes to a financial institution that is (I) eligible to purchase the replaced Lender’s Loans under the terms hereof, (II) not prohibited by any Applicable Law from making such purchase and (III) not the subject of a Bail-In Action with respect to its obligations hereunder (such purchaser, an “Approved Purchaser”), which shall assume such obligations (and which may be another Lender, if such other Lender accepts such assignment); provided that:
(i)such assigning Lender shall have received payment of an amount equal to the aggregate outstanding principal of its Loans, accrued Interest thereon, accrued fees (including any Unused Fees) on the Loans and all other amounts payable to it hereunder and under its Note (including any amounts under Section 2.8) from such Approved Purchaser (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
(ii)in the case of any such assignment or delegation resulting from a claim for compensation under Section 11.4, or payments required to be made pursuant to Section 11.3, such assignment or delegation will result in a reduction in such compensation or payments thereafter; and
(iii)such assignment or delegation does not conflict with any Applicable Law.
(iv)For the avoidance of doubt, without duplication of anything in this Section 11.5, the Borrower shall pay all reasonable and documented out of pocket costs and expenses incurred by any Lender in connection with any such assignment. The Borrower may also, at its sole expense and effort, upon notice to any Defaulting Lender and the Agents, prepay (without penalty) the aggregate outstanding principal of the Loans of any Defaulting Lender.
(c)If and for so long as any Lender is a Defaulting Lender hereunder (x) the Revolving Commitment and Loans of any such Defaulting Lender shall not be included in determining whether the Majority Lenders or Majority Revolving Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 12.5); provided that (i) a Defaulting Lender’s vote shall be included with respect to any action hereunder relating to any change that would require the consent of each Lender or each affected Lender under Section 12.5 (to the extent such Defaulting Lender is such an affected Lender) and (ii) a Defaulting Lender shall retain its voting rights if such Defaulting Lender is the only Lender, which vote shall not be unreasonably withheld, conditioned or delayed, and (y) no Defaulting Lender shall be entitled to receive any Unused Fee for any period during which time that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender during such time).
(d)Notwithstanding anything in Section 11.5(b) to the contrary a Lender shall not be required to make any assignment or delegation referred to in Section 11.5(b) if, prior thereto, as a result of a waiver by such Lender or the Borrower or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply and such Lender gives notice thereof to the Borrower.
(e)Each of the Administrative Agent and any replaced Lender will agree to cooperate with all reasonable requests of the Borrower for the purpose of effecting a transfer in compliance with this Section 11.5.
(f)Nothing in this Section 11.5 shall be deemed to release a Defaulting Lender from any liability arising from its failure to fund any Loans it is required to make hereunder.
ARTICLE XII
MISCELLANEOUS
Section 12.1Notices.
All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, facsimile, facsimile transmission, email or similar writing) and shall be given to such party: (i) in the case of the Borrower, the Services Provider, the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian or the Document Custodian, at its address, facsimile number and/or email address set forth in Schedule F hereof, (ii)(A) in the case of any of the Initial Lenders, at its address, facsimile number and/or email address set forth in Schedule F hereof and (B) in the case of any other Lender, at its address, facsimile number and/or email address set forth in its Administrative Questionnaire (which notices shall be solely by facsimile or email if so indicated therein) or (iii) in the case of any party, such other address, facsimile number and/or email address as such party may hereafter specify for such purpose by notice to the Administrative Agent, the Collateral Agent and the Borrower. Each such notice, request or other communication shall be effective (w) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 12.1 and the appropriate answerback is received, (x) if given by certified or registered mail, upon delivery, (y) if given by recognized courier guaranteeing overnight delivery, one Business Day after such communication is delivered to such courier or (z) if given by any other means, when delivered at the address or email address specified in this Section 12.1; provided that notices to the Administrative Agent under Article XI or to the Collateral Agent under Article VIII shall not be effective until received.
The Collateral Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured email, facsimile transmission or other similar unsecured electronic methods; provided that any person providing such instructions or directions shall provide to the Collateral Agent an incumbency certificate listing persons designated to provide such instructions or directions, which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give the Collateral Agent email or facsimile instructions (or instructions by a similar electronic method) and the Collateral Agent in its discretion elects to act upon such instructions, the Collateral Agent’s reasonable understanding of such instructions shall be deemed controlling. The Collateral Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Collateral Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.
Section 12.2No Waivers.
No failure or delay by either Agent, any Lender or the Borrower in exercising any right, power or privilege hereunder or under any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
Section 12.3Expenses; Indemnification.
(a)The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, including, without limitation, reasonable and documented fees and disbursements of counsel (but limited, in the case of legal fees and expenses, to the reasonable and documented legal fees and expenses of (1) one law firm for the Administrative Agent and the Lenders, taken as a whole, (2) one law firm for the Document Custodian, (3) one law firm for the Collateral Agent, the Collateral Administrator and the Custodian, taken as a whole, (4) if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and (5) in the case of any actual or perceived conflict of interest where any such Person affected by such conflict informs the Borrower of such conflict, in each case, a single additional firm or counsel in each relevant jurisdiction for all similarly situated affected Persons) in connection with the preparation, syndications and administration of this Agreement, the Transaction Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent and any Lender (but limited, in the case of legal fees and expenses, to the reasonable and documented legal fees and expenses of (1) one law firm for the Administrative Agent and the Lenders, taken as a whole, (2) one law firm for the Document Custodian, (3) one law firm for the Collateral Agent, the Collateral Administrator and the Custodian, taken as a whole, (4) if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and (5) in the case of any actual or perceived conflict of interest where any such Person affected by such conflict informs the Borrower of such conflict, in each case, a single additional firm or counsel in each relevant jurisdiction for all similarly situated affected Persons)), including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Transaction Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
(b)The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent (but limited, in the case of legal fees and expenses, to the reasonable and documented legal fees and expenses of (1) one law firm for the Administrative Agent and the Lenders, taken as a whole, (2) one law firm for the Document Custodian, (3) one law firm for the Collateral Agent, the Collateral Administrator and the Custodian, taken as a whole, (4) if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm or counsel acting in multiple jurisdictions) and (5) in the case of an actual or perceived conflict of interest where any such Indemnitee affected by such conflict informs the Borrower of such conflict, in each case, a single additional firm of counsel in each relevant jurisdiction for all similarly situated affected Indemnitees), which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Transaction Documents or the execution, delivery or performance of any Transaction Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Transaction Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction in a final and nonappealable decision. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
Section 12.4Sharing of Set-Offs.
In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Transaction Documents, including, without limitation, all interests in Obligations purchased by such Lender.
Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts due with respect to any Loan held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of the Borrower other than its Indebtedness under the Loans.
The Borrower agrees, to the fullest extent it may effectively do so under Applicable Law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.4. For the avoidance of doubt, for purposes of this Section 12.4, a pro rata allocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.
Section 12.5Amendments and Waivers; Permanent Discontinuance of SOFR and other Benchmarks; Benchmark Exculpation.
(a)Any provision of this Agreement, the Notes or any other Transaction Document may be amended or waived but only if any such amendment or waiver is in writing and is signed by the Borrower, the Administrative Agent and the Majority Lenders (and, if the rights, protections, indemnities or duties of the Collateral Agent are affected thereby, by the Administrative Agent and/or the Collateral Agent, as the case may be); provided that:
(i)no such amendment or waiver shall, unless signed by all the (1) Lenders, extend the Stated Maturity; (2) Revolving Lenders affected thereby, increase or decrease the Revolving Commitment of any Revolving Lender or subject any Revolving Lender to any additional obligation (other than an increase in the Revolving Commitment of another Lender or the addition of a new Lender); (3) Lenders, change the Percentage Share of the aggregate unpaid principal amount of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Section 12.5 or any other provision of this Agreement; (4) Lenders, release any Collateral except as expressly provided in this Agreement or the other Transaction Documents; or (5) Lenders, alter the terms of Section 2.6, Section 2.7, Section 2.10, Section 6.4, Section 9.1 or this Section 12.5 (or any defined term as it is used therein or any other pro rata sharing terms contained herein) in a manner adverse to the interests of any Lender;
(ii)no such amendment or waiver shall, unless signed by all Lenders affected thereby, postpone, delay or extend the date fixed for any payment of principal of or interest on any Loan or any fees or other amounts hereunder or for any reduction or termination (or period of time with respect to the termination) of any Revolving Commitment;
(iii)no such amendment or waiver shall, unless signed by the applicable Lender, reduce the principal of or rate of interest on any Loan held by such Lender or any fees or indemnities payable for the account of such Lender; provided that the foregoing shall not apply to the rescission of Interest accruing at the Post-Default Rate, which may be rescinded only by the Majority Lenders in writing; (iv)to the extent an amendment or waiver of any provision of this Agreement directly affects only the Revolving Lenders, then such amendment, modification or waiver shall be effective with the written consent of the Majority Revolving Lenders; and
(v)no such amendment or waiver shall, unless signed by each of the Lenders, consent to the Borrower’s assignment or transfer of any of its rights or obligations under this Agreement or any other Transaction Document.
(b)In addition to the requirements of clause (a) above, in connection with any proposed amendment or waiver of this Agreement or any other Transaction Document pursuant to this Section 12.5, if, in the Borrower’s reasonable determination, such proposed amendment or waiver does not have a reasonable likelihood of being adverse to the interests of any Lender, then the Borrower shall, not later than ten Business Days prior to the execution of such proposed amendment or waiver, deliver to each of the Lenders a copy of such proposed amendment or waiver; provided, in the case of the foregoing clause, if any Lender notifies the Borrower prior to the execution of such proposed amendment or waiver that, based on its reasonable determination such proposed amendment or waiver could adversely affect the interests of any Lender, such proposed amendment or waiver will be effective only upon the consent of the Administrative Agent.
(c)The Borrower shall, promptly following the execution of any amendment, waiver or supplement to any Transaction Document, provide copies thereof to each Lender, the Administrative Agent and the Collateral Agent.
(d)The Borrower shall use commercially reasonable efforts to provide the applicable Rating Agency advance notice and drafts of any proposed amendments to any Transaction Documents that it intends to enter into after the 2025 Closing Date. The Borrower shall promptly following the execution of any amendment or supplement to any Transaction Document provide copies thereof to the applicable Rating Agency.
(e)Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of Term SOFR, then:
(x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document, and
(y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of any Benchmark setting effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders (without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document), so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
(f)Notwithstanding anything to the contrary herein or in any other Transaction Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document.
(g)The Administrative Agent will promptly notify the Borrower, the Lenders and the Rating Agency of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 12.5, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document or any notification by the Administrative Agent, except as expressly required pursuant to this Section 12.5.
(h)Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement),
(i)if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor, and
(ii)if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(i)Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term SOFR Loan to be made and, failing such revocation, the Borrower will be deemed to have converted any such request into a request for an ABR Loan. Furthermore, if any Term SOFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a Benchmark Replacement is implemented pursuant to this Section 12.5, such Term SOFR Loan shall, on the last day of the then-current Interest Period for such Term SOFR Loan be converted by the Administrative Agent to, and shall constitute an ABR Loan.
(j)The interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 12.5(e) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.
Section 12.6Successors and Assigns.
(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or otherwise transfer any of its rights or obligations under this Agreement or the other Transaction Documents without the prior written consent of each of the Lenders except as permitted by this Agreement.
(b)(i) Any Lender may at any time grant to one or more banks, commercial paper conduits or other institutions with the prior written consent of the Borrower (each, a “Participant”) participating interests in any or all of its Loans; provided that (A) a Participant may not be a Competitor unless consented to by the Borrower and (B) each such Participant represents in writing to such Lender that it (and each account for which it is acquiring such participating interest) is a “qualified purchaser” for purposes of Section 3(c)(7) of the Investment Company Act. In the event of any such grant by a Lender of a participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b).
(i)In the event any Lender sells a participation in any or all of its Loans hereunder, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 11.3 and 11.4 (subject to the requirements and limitations therein, including the requirements under Section 11.3(g) (it being understood that the documentation required under Section 11.3(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 11.4(c) and 11.5(b) as if it were an assignee under paragraph (c) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 11.3 or 11.4, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after such Participant acquired the applicable interest.
Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 11.5(b) with respect to any Participant.
(ii)In the event that any Lender sells participations in any or all of its Loans hereunder, such Lender shall, acting solely for this purposes as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of all Participants in the Loans held by it and the principal amount of (and stated interest thereon) the portion of the Loans which is the subject of the participation (the “Participant Register”). A Loan may be participated in whole or in part only by registration of such participation on the Participant Register. Any participation of such Loan may be effected only by the registration of such participation on the Participant Register. No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Loans or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such Loan or other obligation is Registered. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(c)(i) With the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld) and the Borrower (provided that such consent will not be required for an assignment to any existing Lender or Affiliate of a Lender or any assignment during the existence of an Event of Default), any Lender may at any time assign to one or more banks or other financial institutions (each, an “Assignee”) all or any portion of its rights and obligations under this Agreement, the Notes and the other Transaction Documents, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption executed by such Assignee and such transferor Lender; provided that (1) such assignment is in an amount which is at least $10,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Loans) and (2) an Assignee may not be a Competitor unless consented to by the Borrower.
(i)Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be a party to this Agreement and shall have all the rights, protections and obligations of a Lender with Revolving Commitments as set forth in such instrument of assumption, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500 (unless such fee is waived by the Administrative Agent). Each Assignee shall deliver to the Borrower and the Administrative Agent an Administrative Questionnaire and a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.
(d)Any Lender may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Lender from its obligations hereunder. Promptly upon being notified in writing of such transfer, the Administrative Agent shall notify the Borrower thereof.
(e)Reserved.
(f)The Administrative Agent, acting as non-fiduciary agent (solely for this purpose) of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of, and the principal amount of (and stated interest thereon) the Loans owing to each Lender from time to time. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as the owner of a Loan or Note hereunder as the owner thereof for all purposes of this Agreement, notwithstanding any notice to the contrary. Any assignment of any Loan or Note hereunder shall be effective only upon appropriate entries with respect thereto being made in the Register. If any assignment or transfer of all or any part of a Loan that is then evidenced by a Note is made, such assignment or transfer shall be registered on the Register only upon surrender for registration of assignment or transfer of the related Note, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Note(s) in the same aggregate principal amount shall be issued to the designated Assignee(s) (and, if applicable, assignor) and the old Note shall be returned to the Borrower marked “cancelled”. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior written notice. The Administrative Agent shall provide to the Collateral Agent from time to time at the written request of the Collateral Agent information related to the Lenders (including, without limitation, all wire instructions and other information necessary for distributions to the Lenders hereunder).
(g)Notwithstanding anything else to the contrary contained in this Agreement, BOTFC (in its capacity as Services Provider under the Corporate Services Agreement or Transferor under the Purchase and Sale Agreement) may (in its sole discretion) upon prior written notice to the Administrative Agent, at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement, the Corporate Services Agreement or the Purchase and Sale Agreement, as applicable, to an Affiliate of BOTFC, including, with respect to the Services Provider role, to Blue Owl Technology Credit Advisors LLC (or any Affiliate thereof); provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Services Provider or Transferor, as applicable, hereunder, under the Corporate Services Agreement or under the Purchase and Sale Agreement, as applicable, and otherwise qualifies as a Eligible BOTFC Successor, (ii) such Affiliate is legally qualified to and has the capacity to act as Services Provider or Transferor under the Corporate Services Agreement, under this Agreement and/or under the Purchase and Sale Agreement, as applicable, and (iii) immediately after the assignment or delegation, such Affiliate employs or otherwise retains the services of principal personnel performing the duties required under this Agreement, the Corporate Services Agreement and/or under the Purchase and Sale Agreement, as applicable, who are the same individuals who would have performed such duties had the assignment or delegation not occurred.
(h)Any Person (i) into which BOTFC, in its capacity as Services Provider under the Corporate Services Agreement or under this Agreement or as Transferor under the Purchase and Sale Agreement, may be merged or consolidated in accordance with the terms of this Agreement, (ii) resulting from any merger or consolidation to which BOTFC shall be a party, (iii) acquiring by conveyance, transfer or lease substantially all of the assets of BOTFC, or (iv) succeeding to the business of the BOTFC in any of the foregoing cases, shall execute an agreement of assumption to perform every obligation of the BOTFC, in its capacity as Services Provider under the Corporate Services Agreement or under this Agreement or as Transferor under the Purchase and Sale Agreement, as applicable, and, whether or not such assumption agreement is executed, shall be the successor to BOTFC (in its capacity as Services Provider under the Corporate Services Agreement or under this Agreement or as Transferor under the Purchase and Sale Agreement) without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding.
Section 12.7Collateral; QP Status.
Each of the Lenders represents to the Administrative Agent, the Collateral Agent, each of the other Lenders, and the Borrower that (i) it (and each account for which it is acquiring a Loan) is a “qualified purchaser” for purposes of Section 3(c)(7) of the Investment Company Act and (ii) it in good faith (and in reliance on the accuracy as to factual matters of the representations contained in the first two sentences of Section 4.10) is not relying upon any Margin Stock as collateral in the extension or maintenance of the credit provided for in this Agreement. For the avoidance of doubt, the parties hereunder intend that the advances made pursuant to this Agreement constitute loans and not securities.
Section 12.8Governing Law; Submission to Jurisdiction.
(a)THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
(b)Any legal action or proceeding with respect to this Agreement or any other Transaction Document and any action for enforcement of any judgment in respect thereof may be brought in the courts of the State of New York sitting in the Borough of Manhattan or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate courts from any thereof. Each party hereto irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the hand delivery, or mailing of copies thereof by registered or certified mail, postage prepaid, to each party hereto at its respective address on the signature pages hereto. Each party hereto hereby irrevocably waives, to the extent permitted by Applicable Law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Transaction Document brought in the courts referred to above and hereby further irrevocably waives, to the extent permitted by Applicable Law, and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Nothing herein shall affect the right of either Agent, any Lender, any holder of a Note to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Borrower in any other jurisdiction.
Section 12.9Marshalling; Recapture.
Neither the Administrative Agent, the Collateral Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent any Lender receives any payment by or on behalf of the Borrower, which payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to the Borrower or its estate, trustee, receiver, custodian or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Obligation or part thereof which has been paid, reduced or satisfied by the amount so repaid shall be reinstated by the amount so repaid and shall be included within the liabilities of the Borrower to such Lender, as of the date such initial payment, reduction or satisfaction occurred.
Section 12.10Counterparts; Integration; Effectiveness.
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (which counterparts may be delivered by facsimile, email or other electronic transmission). The parties agree that this Agreement may be electronically or digitally signed and that such electronic or digital signatures appearing on this Agreement are the same, and just as effective, as handwritten signatures for purposes of validity, enforceability, admissibility or otherwise.
Section 12.11Waiver of Jury Trial.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 12.12Survival.
All indemnities set forth herein shall survive the execution and delivery of this Agreement and the other Transaction Documents, any assignment pursuant to Section 12.6 and the making and repayment of the Loans hereunder.
Section 12.13Domicile of Loans.
Each Lender may transfer and carry its Loans at, to or for the account of any domestic or foreign branch office, subsidiary or affiliate of such Lender.
Section 12.14Limitation of Liability.
No claim may be made by any party hereto against any other party hereto or the affiliates, directors, officers, employees, attorneys or agents of any of them for any consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or by the other Transaction Documents, or any act, omission or event occurring in connection therewith; and each of the parties hereto hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.
Section 12.15Recourse; Non-Petition.
(a)All obligations, covenants and agreements of Borrower contained in or evidenced by this Agreement, the Notes and any Transaction Document shall be fully recourse to the Borrower and each and every asset of Borrower. Notwithstanding the foregoing, no recourse under or upon any obligation, covenant, or agreement contained in this Agreement, the Notes or any Transaction Document shall be had against any officer, director, limited liability company manager, limited partner, member, agent or employee (solely by virtue of such capacity) of the Borrower (a “Non-Recourse Party”) and no such Non-Recourse Party shall be personally liable for payment of the Loans or other amounts due in respect thereof (all such liability being expressly waived and released by each Lender and the Agents).
(b)Each Lender and each Agent (other than the Collateral Agent) hereby agrees that it will not institute against the Borrower any proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, present a petition for the winding-up or liquidation of the Borrower or seek the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for the Borrower or for all or substantially all of the assets of the Borrower prior to the date that is one year and one day (or, if longer, the applicable preference period then in effect) after the payment in full of all Obligations and any securities issued by the Borrower that refinance any of the Obligations. In the event that, notwithstanding the provisions of this Agreement and the other Transaction Documents relating to “non-petition” of the Borrower, the Borrower becomes a debtor in a bankruptcy case by the involuntary petition of any other Person, of the Borrower hereby covenants to contest any such petition to the fullest extent permitted by law. The obligations under this Section 12.15(b) shall survive the termination of this Agreement and the payment of the Obligations.
Section 12.16Confidentiality.
(a)Each of the Lenders and the Agents agrees that it shall maintain confidentiality with regard to nonpublic information concerning the Borrower, the Collateral Loans, any Obligor or the Services Provider obtained pursuant to or in connection with this Agreement or any other Transaction Document; provided that the Lenders and the Agents shall not be precluded from making disclosure regarding such information: (i) to the Lenders’ and each Agents’ respective counsel, accountants and other professional advisors (it being understood that the Persons to which such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); (ii) to officers, directors, employees, examiners, agents and partners of each Lender and the Agents and their Affiliates who need to know such information in accordance with customary practices for Lenders of such type (it being understood that the Persons to which such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); (iii) in response to a subpoena or order of a court or governmental agency or regulatory authority (including bank examiners); (iv) to any entity participating or considering participating in any credit made under this Agreement, including such parties’ investment and professional advisors but excluding Competitors (provided that the Lenders and Agents shall require that any such entity agree in writing to be subject to this Section 12.16, however, the Lenders and Agents shall have no duty to monitor any participating entity and shall have no liability in the event that any participating entity violates this Section 12.16); (v) as required by law or legal process, GAAP or applicable regulation; (vi) as reasonably necessary in connection with the exercise of any remedy hereunder or under any other Transaction Document to the extent the Person that receives such information agrees in writing to be subject to this Section 12.16; (vii) to any Rating Agency then rating the Loans; (viii) to the extent required by a potential or actual insurer or reinsurer in connection with providing insurance, reinsurance or credit risk mitigation coverage under which payments are to be made or may be made by reference to this Agreement or (ix) on a confidential basis to any Person (and any of its officers, directors, employees, agents or advisors) that may enter into or support, directly or indirectly, or that may be considering entering into or supporting, directly or indirectly, an actual or proposed collateralization of, or similar transaction relating to, all or a part of any amounts payable to or for the benefit of any Lender under any Transaction Document (including any rating agency in connection with any such transaction but excluding any Competitor).
In connection with enforcing its rights pursuant to this Section 12.16, the Borrower shall be entitled to the equitable remedies of specific performance and injunctive relief against the Agents, any Lender or any subsequent party that agrees to be bound hereto which shall breach the confidentiality provisions of this Section 12.16.
(b)Notwithstanding any contrary agreement or understanding, the Services Provider, the Borrower, the Agents and the Lenders (and each of their respective employees, representatives or other agents) may disclose to any and all Persons the tax treatment and tax structure of the transactions contemplated by this Agreement (and, for the avoidance of doubt, only those transactions contemplated by this Agreement) and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The foregoing provision shall apply from the beginning of discussions between the parties hereto. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. tax treatment of the transaction under applicable U.S. federal, state or local law, and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. tax treatment of the transaction under applicable U.S. federal, state or local law.
(c)The Borrower hereby acknowledges that the Administrative Agent may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”). The Borrower may in its discretion clearly and conspicuously mark certain Borrower Materials “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material nonpublic information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated for “Public Side Information.” The Administrative Agent shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform designated for “Private Side Information.”
Section 12.17[Reserved].
Section 12.18Direction of Collateral Agent.
By executing this Agreement, each Lender hereby consents to the terms of this Agreement and to the Collateral Agent’s execution and delivery of this Agreement and the other Transaction Documents to which it is a party, and acknowledges and agrees that the Collateral Agent shall be fully protected in relying upon the foregoing consent and direction and hereby releases the Collateral Agent and its respective officers, directors, agents, employees and shareholders, as applicable, from any liability for complying with such direction, except as a result of the bad faith, gross negligence or willful misconduct of the Collateral Agent.
Section 12.19Borrowings/Loans Made in the Ordinary Course of Business.
The Borrower represents, warrants and covenants that each payment by the Borrower under this Agreement will have been made (i) in payment of a debt or other obligation incurred by the Borrower hereunder or under any other Transaction Document and (ii) in the ordinary course of business or financial affairs of the Borrower.
Section 12.20Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Transaction Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
(b)the effects of any Bail-In Action on any such liability, including, if applicable:
(i)a reduction in full or in part or cancellation of any such liability;
(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Transaction Document; or
(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
Section 12.21PATRIOT Act.
Each Lender that is subject to the requirements of the PATRIOT Act notifies the Borrower that, pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the PATRIOT Act.
Section 12.22Severability.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement, unless such continued effectiveness of this Agreement, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein. If any provision of this Agreement shall conflict with or be inconsistent with any provision of any of the other Transaction Documents, then the terms, conditions and provisions of this Agreement shall prevail.
Section 12.23Electronic Signatures.
By executing this Agreement, the parties hereto hereby acknowledge and agree, and direct the Collateral Agent and the Custodian to acknowledge and agree and the Collateral Agent and the Custodian do hereby acknowledge and agree, that execution of this Agreement, any Borrower Order and any other instruction, direction, notice, form or other document executed by any party to this Agreement or the Transaction Documents in connection with this Agreement or such other Transaction Documents, by electronic signatures (whether by Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar platform identified by such party and reasonably available at no undue burden or expense to the Collateral Agent and the Custodian) shall be permitted hereunder notwithstanding anything to the contrary herein and such electronic signatures shall be legally binding as if such electronic signatures were handwritten signatures. Any electronically signed document delivered via email from a person purporting to be an Authorized Officer shall be considered signed or executed by such Authorized Officer on such party’s behalf. The parties hereto also hereby acknowledge and agree that the Collateral Agent and the Custodian shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto.
ARTICLE XIII
ASSIGNMENT OF CORPORATE SERVICES AGREEMENT AND PURCHASE AND SALE AGREEMENT
Section 13.1Assignment of Corporate Services Agreement and Purchase and Sale Agreement.
(a)Subject to Section 12.6(g), the Borrower hereby acknowledges that its Grant pursuant to the Granting Clause hereof includes all of the Borrower’s estate, right, title and interest in, to and under the Corporate Services Agreement and the Purchase and Sale Agreement including (i) the right to give all notices, consents and releases thereunder; provided that, for the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent shall have any right to consent to the Services Provider assigning its rights or obligations to an Eligible BOTFC Successor, (ii) the right to take any legal action upon the breach of an obligation of the Services Provider under the Purchase and Sale Agreement or the Transferor under the Purchase and Sale Agreement, including the commencement, conduct and consummation of proceedings at law or in equity, (iii) the right to receive all notices, accountings, consents, releases and statements thereunder and (iv) the right to do any and all other things whatsoever that the Borrower is or may be entitled to do thereunder; provided that notwithstanding anything herein to the contrary, the Agents shall not have the authority to exercise any of the rights set forth in (i) through (iv) above or that may otherwise arise as a result of the Grant until the occurrence of an Event of Default hereunder and such authority shall terminate at such time, if any, as such Event of Default is cured or waived (so long as the exercise of remedies has not commenced or such Event of Default has been waived following the commencement of the exercise of remedies).
(b)The assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or diminish the obligations of the Borrower under the provisions of the Corporate Services Agreement, Purchase and Sale Agreement or the other documents referred to in clause (a) above, nor shall any of the obligations contained in Corporate Services Agreement, or such other documents be imposed on the Agents.
(c)Upon the occurrence of the Stated Maturity (or, if earlier, the payment in full of all of the Obligations), the payment of all amounts required to be paid pursuant to the Priority of Payments and the release of the Collateral from the lien of this Agreement, this assignment and all rights herein assigned to the Collateral Agent for the benefit of the Lenders shall cease and terminate and all the estate, right, title and interest of the Collateral Agent in, to and under the Corporate Services Agreement, the Purchase and Sale Agreement and the other documents referred to in this Section 13.1 shall revert to the Borrower and no further instrument or act shall be necessary to evidence such termination and reversion.
(d)The Borrower represents that it has not executed any other assignment of the Corporate Services Agreement or the Purchase and Sale Agreement.
(e)The Borrower agrees that this assignment is irrevocable until the Obligations have been repaid in full, and that it will not take any action which is inconsistent with this assignment or make any other assignment inconsistent herewith. The Borrower will, from time to time, execute all instruments of further assurance and all such supplemental instruments with respect to this assignment as may be necessary to continue and maintain the effectiveness of such assignment.
(f)The Borrower hereby agrees, and hereby undertakes to obtain the agreement and consent of the Services Provider in the Corporate Services Agreement and, as applicable, the Transferor in the Purchase and Sale Agreement, to the following:
(i)The Services Provider shall consent to the provisions of this assignment and agree to perform any provisions of this Agreement applicable to the Services Provider subject to the terms of the Corporate Services Agreement, and the Transferor shall consent to the provisions of this assignment and agree to perform any provisions of this Agreement applicable to the Transferor subject to the terms of the Purchase and Sale Agreement.
(ii)The Services Provider shall acknowledge that the Borrower is collaterally assigning all of its right, title and interest in, to and under the Corporate Services Agreement to the Collateral Agent for the benefit of the Secured Parties, and the Transferor shall acknowledge that the Borrower is collaterally assigning all of its right, title and interest in, to and under the Purchase and Sale Agreement to the Collateral Agent for the benefit of the Secured Parties, in each case subject to the proviso in Section 13.1(a).
(iii)The Services Provider shall deliver to the Agents copies of all notices, statements, communications and instruments delivered or required to be delivered by the Services Provider to the Borrower pursuant to the Corporate Services Agreement, and the Transferor shall deliver to the Agents copies of all notices, statements communications and instruments delivered or required to be delivered by the Transferor to the Borrower pursuant to the Purchase and Sale Agreement.
(iv)Neither the Borrower nor the Services Provider will enter into any agreement amending, modifying or terminating the Corporate Services Agreement without complying with the applicable terms thereof, and neither the Borrower nor the Transferor will enter into any agreement amending, modifying or terminating the Purchase and Sale Agreement without complying with the applicable terms thereof.
(v)Both the Services Provider and the Transferor agree not to cause the filing of a petition in bankruptcy against the Borrower for the nonpayment of the fees or other amounts payable by the Borrower to the Services Provider under the Corporate Services Agreement or to the Transferor under the Purchase and Sale Agreement, as applicable, until the payment in full of all of the Obligations and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period, following such payment. Nothing in this Section 13.1 shall preclude, or be deemed to stop, the Services Provider or the Transferor (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Borrower or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the Services Provider, the Transferor or any of their respective Affiliates or (ii) from commencing against the Borrower or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding.
(vi)In exercising its discretion under the Transaction Documents, the Services Provider shall, and shall ensure that the Parent’s investment advisor will, act in accordance with their generally applicable policies regarding conflicts of interest.
ARTICLE XIV
THE DOCUMENT CUSTODIAN
Section 14.1The Document Custodian.
(a)Appointment. State Street Bank and Trust Company is hereby appointed as Document Custodian in accordance for the terms herein. The Document Custodian hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto set forth herein for the benefit of the Secured Parties until its removal or resignation as Document Custodian pursuant to the terms hereof. The Administrative Agent hereby designates and appoints the Document Custodian to act as its agent and hereby authorizes the Document Custodian to take such actions on its behalf and to exercise such powers and perform such duties as are expressly granted to the Document Custodian by this Agreement. The rights, protections, immunities and indemnities afforded to the Collateral Agent under this Agreement shall also be afforded to the Document Custodian.
(b)Delivery of Related Contracts. In connection with each Collateral Loan included in the Collateral as of the 2025 Closing Date, and promptly following the acquisition of a Collateral Loan after the date hereof, the Borrower shall deliver, or cause to be delivered, to the Document Custodian the Related Contracts in respect of each Collateral Loan in physical or electronic form, as applicable; provided that for the avoidance of doubt, any Related Contracts which constitute securities required to be delivered by the Borrower under Section 8.7(b) or (c) shall be delivered to the Custodian in accordance with such Section.
In connection with delivery of any Related Contracts to the Document Custodian for any Collateral Loan, the Borrower (or the Services Provider on behalf of the Borrower) shall deliver a Document Checklist (or, if applicable, an updated Document Checklist) for such Collateral Loan. All Related Contracts that are delivered to the Document Custodian shall be delivered to the Document Custodian at its document custody office located at State Street Bank and Trust Company, 1776 Heritage Drive, North Quincy, MA 02171, Mail Stop: JAB0527, Attention: Structured Trust & Analytics (with a copy to the Document Custodian at the following e-mail address (for electronic copies in .pdf format): blue_owl_doc_custodian@statestreet.com, or at such other office as shall be specified to the Borrower, the Services Provider, the Collateral Agent and the Administrative Agent by the Document Custodian in a written notice prior to such change (such office, the “Document Custodian Office”). The Document Custodian shall have no obligation to review or monitor any Related Contracts but shall only be required to hold those Related Contracts received by it in safekeeping.
(c)Duties. From the 2025 Closing Date until its resignation or removal pursuant to Section 14.9, the Document Custodian shall perform the following duties and obligations:
(i)The Document Custodian shall accept delivery and retain custody of the Related Contracts listed on the related Document Checklist delivered by the Borrower pursuant to clause (b) above in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties. All Related Contracts shall be kept in fire resistant vaults, rooms or cabinets at the Document Custodian Office. All Related Contracts shall be placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Document Custodian shall segregate the Related Contracts on its inventory system and will not commingle the physical Related Contracts with any other files of the Document Custodian other than those, if any, relating to the Borrower and its subsidiaries.
(ii)In taking and retaining custody of the Related Contracts, the Document Custodian shall be deemed to be acting as the agent of the Secured Parties; provided that, the Document Custodian makes no representations as to the existence, perfection, enforceability or priority of any Lien on the Related Contracts or the instruments therein or as to the adequacy or sufficiency of such Related Contracts; provided, further, that the Document Custodian’s duties shall be limited to those expressly contemplated herein.
(iii)On and after the 2025 Closing Date, the Document Custodian shall provide the Collateral Agent, the Administrative Agent, the Borrower and the Services Provider access to an electronic database maintained by the Document Custodian, which such database shall identify the Related Contracts delivered to the Document Custodian per the Document Checklist.
(iv)Notwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Document Custodian shall not have or be deemed to have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Document Custodian. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Document Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. The Document Custodian shall not be deemed to assume any obligations or liabilities of the Borrower, the Administrative Agent or Collateral Agent hereunder or under any other Transaction Document.
(v)After the occurrence and during the continuance of an Event of Default, the Document Custodian agrees to cooperate with the Collateral Agent (acting at the direction of the Majority Lenders) and promptly deliver any Related Contracts to the Collateral Agent as requested in order to take any action that the Majority Lenders deem necessary or desirable in order for the Collateral Agent to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder. In the event the Document Custodian receives instructions from the Services Provider or the Borrower which conflict with any instructions received from the Collateral Agent (acting at the direction of the Majority Lenders) at any time other than following the occurrence and during the continuance of an Event of Default, the Document Custodian shall rely on and follow the instructions given by the Collateral Agent. After the occurrence and during the continuance of an Event of Default, the Document Custodian shall rely on and follow only the instructions given by the Collateral Agent and shall not follow any instructions given by the Borrower or the Services Provider.
(vi)The Collateral Agent or the Administrative Agent (each acting at the direction of the Majority Lenders) may direct the Document Custodian in writing to take any action incidental to its duties hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Document Custodian hereunder, the Document Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Collateral Agent or Administrative Agent, as applicable; provided that the Document Custodian shall not be required to take any such action at the direction of the Administrative Agent, the Collateral Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Document Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Document Custodian to liability hereunder (unless it has been provided with an indemnity agreement (including the indemnity provisions contained herein and in the other Transaction Documents) which it reasonably deems to be satisfactory with respect thereto). In the event the Document Custodian requests the consent of the Administrative Agent or Collateral Agent, as applicable, and the Document Custodian does not receive a consent (either positive or negative) from the Administrative Agent or the Collateral Agent, as applicable, within 10 Business Days of its receipt of such request, then the Administrative Agent or the Collateral Agent, as applicable, shall be deemed to have declined to consent to the relevant action.
(vii)The Document Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Document Custodian or the Administrative Agent or Collateral Agent. The Document Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless an Administrative Officer of the Document Custodian has received written notice from a Lender or the Borrower referring to this Agreement, describing such Event of Default, and stating that such notice is a “Notice of Event of Default.” In the absence of receipt of such notice, the Document Custodian may conclusively assume that there is no Event of Default.
Section 14.2Document Custodian Compensation.
As compensation for its custodial activities hereunder, the Document Custodian shall be entitled to compensation from the Borrower as set forth in the Document Custodian Fee Letter.
The Document Custodian’s entitlement to receive such compensation shall cease on the earlier to occur of (a) the effective date of its removal as Document Custodian pursuant to Section 14.9 of this Agreement, (b) the effective date of its resignation as Document Custodian pursuant to Section 14.9 of this Agreement or (c) the termination of this Agreement; provided that, for the avoidance of doubt, the Document Custodian shall remain entitled to receive, as and when such amounts are payable under the terms of this Agreement, any unpaid fees prior to the release of all Related Contracts from the custody of the Document Custodian.
Section 14.3Limitation on Liability.
(a)The Document Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, instruction, statement, request, waiver, consent, report, letter or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Document Custodian shall not be bound to make any independent investigation into the facts or matters stated in any such notice, instruction, statement certificate, request, waiver, consent, opinion, report, receipt or other paper or document. The Document Custodian may rely conclusively on and shall be fully protected in acting upon the written instructions of the Administrative Agent or the Collateral Agent, as applicable, and no party shall have any right of action whatsoever against the Document Custodian as a result of the Document Custodian acting or (where so instructed) refraining from acting hereunder in accordance with the instructions of the Administrative Agent or the Collateral Agent. The Document Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(b)Neither the Document Custodian nor any of its directors, officers, agents, or employees shall be liable for any error of judgment, or for any action taken or omitted to be taken by it or them as Document Custodian under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction).
(c)The Document Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Related Contracts, the Collateral Loans or any other Collateral, and will not be required to and will not make any representations as to the validity or value of any of the Collateral.
(d)It is expressly agreed and acknowledged that the Document Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any other Transaction Document. In case any reasonable question arises as to its duties hereunder, the Document Custodian may, prior to the occurrence of an Event of Default, request instructions from the Borrower or the Services Provider and may, after the occurrence of an Event of Default, request instructions from the Administrative Agent or the Collateral Agent (each on behalf of the Majority Lenders), and shall be entitled at all times to refrain from taking any action unless it has received instructions from such Persons, as applicable. The Document Custodian shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent or the Collateral Agent. In no event shall the Document Custodian be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Document Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action.
(e)The Document Custodian shall have no responsibilities or duties with respect to any Related Contract while such Related Contract is not in its possession.
Section 14.4Document Custodian Resignation.
Upon the effective date of the Document Custodian’s resignation pursuant to Section 14.9, or if the Document Custodian is given written notice of an earlier termination hereof pursuant to Section 14.9, the Document Custodian shall (i) deliver all of the Related Contracts in the possession of Document Custodian to the successor Document Custodian, and (ii) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement.
Section 14.5Release of Documents.
(a)Release for Servicing. From time to time and as appropriate for the enforcement or servicing of any of the Related Contracts or the related Collateral, so long as no Event of Default then exists, the Document Custodian is hereby authorized (unless and until such authorization is revoked by the Administrative Agent), upon written receipt from an authorized representative of the Services Provider (as listed on Exhibit K, as such exhibit may be amended from time to time by the Services Provider with notice to the Administrative Agent, the Collateral Agent and the Document Custodian) of a request for release of documents and receipt in the form annexed hereto as Exhibit H, to release to the Services Provider within five Business Days of receipt of such request, the relevant Related Contracts set forth in such request. All documents so released to the Services Provider shall be held by the Services Provider in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties in accordance with the terms of this Agreement. The Services Provider shall return to the Document Custodian the Related Contracts when the Services Provider’s need therefor in connection with such enforcement or servicing no longer exists, unless the relevant Collateral shall be liquidated, in which case, an authorized representative of the Services Provider (as listed on Exhibit K, as such exhibit may be amended from time to time by the Services Provider with notice to the Administrative Agent, the Collateral Agent and the Document Custodian) shall deliver an additional request for release of documents to the Document Custodian and receipt certifying such liquidation from the Services Provider to the Collateral Agent and the Document Custodian, all in the form annexed hereto as Exhibit H.
(b)Limitation on Release. During the occurrence and continuance of an Event of Default, the foregoing clause (a) with respect to the release to the Services Provider of the Related Contracts by the Document Custodian upon written receipt from an authorized representative of the Services Provider of a request for release of documents and receipt in the form annexed hereto as Exhibit H, shall be operative only to the extent that the Administrative Agent (acting at the direction of the Majority Lenders) has consented to such release by signing such request. Promptly after delivery to the Document Custodian of any request for release of documents in the form of Exhibit H, the Services Provider shall provide notice of the same to the Administrative Agent.
(c)Release for Payment. Upon receipt by the Document Custodian of the Services Provider’s request for release of documents and receipt in the form annexed hereto as Exhibit H (which certification shall include a statement to the effect that all amounts received in connection with any liquidation have been credited to the Collection Account), the Document Custodian shall promptly release the relevant Related Contracts to the Services Provider.
(d)Shipment of Related Contracts. Written instructions as to the method of shipment and shipper(s) the Document Custodian is requesting to utilize in connection with the transmission of Related Contracts in the performance of the Document Custodian’s duties hereunder shall be delivered by the Borrower, the Services Provider or the Majority Lenders to the Document Custodian prior to any shipment of any Related Contracts hereunder. The Services Provider shall arrange for the provision of such services at the cost and expense of the Borrower (or, at the Document Custodian’s option, the Borrower shall reimburse the Document Custodian for all reasonable and documented costs and expenses of the Document Custodian consistent with such instructions) and shall maintain such insurance against loss or damage to the Related Contracts as the Services Provider deems appropriate.
Section 14.6Return of Related Contracts.
An authorized representative of the Services Provider (as listed on Exhibit K, as such exhibit may be amended from time to time by the Services Provider with notice to the Administrative Agent, the Collateral Agent and the Document Custodian) may request that the Document Custodian return each Related Contract that is (a) delivered to the Document Custodian in error or (b) released from the Lien of the Collateral Agent hereunder pursuant to the terms of this Agreement, in each case by submitting to the Document Custodian and the Collateral Agent a written request in the form of Exhibit H hereto (signed by both the Borrower and the Administrative Agent) specifying the Related Contracts to be so returned and reciting that the conditions to such release have been met (and specifying the Section or Sections of this Agreement being relied upon for such release). The Document Custodian shall upon its receipt of each such request in the form of Exhibit H promptly, but in any event within five Business Days, return the Related Contracts so requested to the Services Provider.
Section 14.7Access to Certain Documentation and Information Regarding the Related Contracts.
The Document Custodian shall provide to the Majority Lenders, the Administrative Agent and the Collateral Agent access to the Related Contracts including in such cases where the Collateral Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded at the expense of the Borrower pursuant to the this Agreement and only (a) upon two Business Days prior written request, (b) during normal business hours and (c) subject to the Document Custodian’s normal security and confidentiality procedures. Without limiting the foregoing provisions of this Section 14.7, from time to time on request of the Administrative Agent, the Document Custodian shall permit certified public accountants or other auditors acceptable to the Administrative Agent (acting at the direction of the Majority Lenders) to conduct, at the expense of the Borrower, a review of the Related Contracts; provided that prior to the occurrence of an Event of Default, such review shall be conducted no more than once in any calendar year.
Section 14.8Custodian Agent.
The Document Custodian agrees that, with respect to any Related Contracts at any time or times in its possession, the Document Custodian shall be the agent of the Collateral Agent, for the benefit of the Secured Parties, for purposes of perfecting (to the extent not otherwise perfected) the Collateral Agent’s security interest in the Collateral and for the purpose of ensuring that such security interest is entitled to first priority (subject to Permitted Liens) status under the UCC.
Section 14.9Removal and Resignation.
(a)Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written notice to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunder.
(b)Document Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor Document Custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Custodian’s notice of resignation, the resigning Document Custodian’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Transaction Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H.
For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.
[Remainder intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.
ATHENA FUNDING II LLC,
as Borrower
By: Jonathan Lamm Name: Jonathan Lamm Title: President MUFG BANK, LTD., as Administrative Agent
[Signature Page to Credit Agreement]
-1-
Agents:
By: /s/ Ann Tran
Name: Ann Tran
Title: Managing Director
[Signature Page to Credit Agreement]
-2-
STATE STREET BANK AND TRUST COMPANY, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian
By: /s/ Scott Berry Name: Scott Berry Title: Vice President MUFG BANK, LTD., as Initial Lender
[Signature Page to Credit Agreement]
-3-
By: /s/ Ann Tran
Name: Ann Tran
Title: Managing Director
[Signature Page to Credit Agreement]
-4-
[Signature Page to Credit Agreement]
-5-
ANNEX A
[Reserved]
SCHEDULE A
Approved Appraisal Firms
1.Houlihan Lokey, Inc.
2.Kroll, Inc.
3.Citrin Cooperman & Company, LLC
4.Lincoln International
5.Valuation Research Corporation
SCHEDULE B
End User Industries
SCHEDULE C
Diversity Score Calculation
The Diversity Score is calculated as follows:
(a) An “Issuer Par Amount” is calculated for each issuer of a Collateral Loan, and is equal to the Aggregate Maximum Principal Balance of all the Collateral Loans issued by that issuer and all affiliates.
(b) An “Average Par Amount” is calculated by summing the Issuer Par Amounts for all issuers, and dividing by the number of issuers.
(c) An “Equivalent Unit Score” is calculated for each issuer, and is equal to the lesser of (x) one and (y) the Issuer Par Amount for such issuer divided by the Average Par Amount.
(d) An “Aggregate Industry Equivalent Unit Score” is then calculated for each S&P Industry Classification, shown on Schedule B, and is equal to the sum of the Equivalent Unit Scores for each issuer in such S&P Industry Classification.
(e) An “Industry Diversity Score” is then established for each S&P Industry Classification, shown on Schedule B, by reference to the following table for the related Aggregate Industry Equivalent Unit Score; provided that if any Aggregate Industry Equivalent Unit Score falls between any two such scores, the applicable Industry Diversity Score will be the lower of the two Industry Diversity Scores:
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| Aggregate |
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Aggregate |
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Aggregate |
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Aggregate |
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| Industry |
Industry |
Industry |
Industry |
Industry |
Industry |
Industry |
Industry |
| Equivalent |
Diversity |
Equivalent |
Diversity |
Equivalent |
Diversity |
Equivalent |
Diversity |
| Unit Score |
Score |
Unit Score |
Score |
Unit Score |
Score |
Unit Score |
Score |
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0.0000 |
0.0000 |
5.0500 |
2.7000 |
10.1500 |
4.0200 |
15.2500 |
4.5300 |
0.0500 |
0.1000 |
5.1500 |
2.7333 |
10.2500 |
4.0300 |
15.3500 |
4.5400 |
0.1500 |
0.2000 |
5.2500 |
2.7667 |
10.3500 |
4.0400 |
15.4500 |
4.5500 |
0.2500 |
0.3000 |
5.3500 |
2.8000 |
10.4500 |
4.0500 |
15.5500 |
4.5600 |
0.3500 |
0.4000 |
5.4500 |
2.8333 |
10.5500 |
4.0600 |
15.6500 |
4.5700 |
0.4500 |
0.5000 |
5.5500 |
2.8667 |
10.6500 |
4.0700 |
15.7500 |
4.5800 |
0.5500 |
0.6000 |
5.6500 |
2.9000 |
10.7500 |
4.0800 |
15.8500 |
4.5900 |
0.6500 |
0.7000 |
5.7500 |
2.9333 |
10.8500 |
4.0900 |
15.9500 |
4.6000 |
0.7500 |
0.8000 |
5.8500 |
2.9667 |
10.9500 |
4.1000 |
16.0500 |
4.6100 |
0.8500 |
0.9000 |
5.9500 |
3.0000 |
11.0500 |
4.1100 |
16.1500 |
4.6200 |
0.9500 |
1.0000 |
6.0500 |
3.0250 |
11.1500 |
4.1200 |
16.2500 |
4.6300 |
1.0500 |
1.0500 |
6.1500 |
3.0500 |
11.2500 |
4.1300 |
16.3500 |
4.6400 |
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| Aggregate |
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Aggregate |
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Aggregate |
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Aggregate |
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| Industry |
Industry |
Industry |
Industry |
Industry |
Industry |
Industry |
Industry |
| Equivalent |
Diversity |
Equivalent |
Diversity |
Equivalent |
Diversity |
Equivalent |
Diversity |
| Unit Score |
Score |
Unit Score |
Score |
Unit Score |
Score |
Unit Score |
Score |
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1.1500 |
1.1000 |
6.2500 |
3.0750 |
11.3500 |
4.1400 |
16.4500 |
4.6500 |
1.2500 |
1.1500 |
6.3500 |
3.1000 |
11.4500 |
4.1500 |
16.5500 |
4.6600 |
1.3500 |
1.2000 |
6.4500 |
3.1250 |
11.5500 |
4.1600 |
16.6500 |
4.6700 |
1.4500 |
1.2500 |
6.5500 |
3.1500 |
11.6500 |
4.1700 |
16.7500 |
4.6800 |
1.5500 |
1.3000 |
6.6500 |
3.1750 |
11.7500 |
4.1800 |
16.8500 |
4.6900 |
1.6500 |
1.3500 |
6.7500 |
3.2000 |
11.8500 |
4.1900 |
16.9500 |
4.7000 |
1.7500 |
1.4000 |
6.8500 |
3.2250 |
11.9500 |
4.2000 |
17.0500 |
4.7100 |
1.8500 |
1.4500 |
6.9500 |
3.2500 |
12.0500 |
4.2100 |
17.1500 |
4.7200 |
1.9500 |
1.5000 |
7.0500 |
3.2750 |
12.1500 |
4.2200 |
17.2500 |
4.7300 |
2.0500 |
1.5500 |
7.1500 |
3.3000 |
12.2500 |
4.2300 |
17.3500 |
4.7400 |
2.1500 |
1.6000 |
7.2500 |
3.3250 |
12.3500 |
4.2400 |
17.4500 |
4.7500 |
2.2500 |
1.6500 |
7.3500 |
3.3500 |
12.4500 |
4.2500 |
17.5500 |
4.7600 |
2.3500 |
1.7000 |
7.4500 |
3.3750 |
12.5500 |
4.2600 |
17.6500 |
4.7700 |
2.4500 |
1.7500 |
7.5500 |
3.4000 |
12.6500 |
4.2700 |
17.7500 |
4.7800 |
2.5500 |
1.8000 |
7.6500 |
3.4250 |
12.7500 |
4.2800 |
17.8500 |
4.7900 |
2.6500 |
1.8500 |
7.7500 |
3.4500 |
12.8500 |
4.2900 |
17.9500 |
4.8000 |
2.7500 |
1.9000 |
7.8500 |
3.4750 |
12.9500 |
4.3000 |
18.0500 |
4.8100 |
2.8500 |
1.9500 |
7.9500 |
3.5000 |
13.0500 |
4.3100 |
18.1500 |
4.8200 |
2.9500 |
2.0000 |
8.0500 |
3.5250 |
13.1500 |
4.3200 |
18.2500 |
4.8300 |
3.0500 |
2.0333 |
8.1500 |
3.5500 |
13.2500 |
4.3300 |
18.3500 |
4.8400 |
3.1500 |
2.0667 |
8.2500 |
3.5750 |
13.3500 |
4.3400 |
18.4500 |
4.8500 |
3.2500 |
2.1000 |
8.3500 |
3.6000 |
13.4500 |
4.3500 |
18.5500 |
4.8600 |
3.3500 |
2.1333 |
8.4500 |
3.6250 |
13.5500 |
4.3600 |
18.6500 |
4.8700 |
3.4500 |
2.1667 |
8.5500 |
3.6500 |
13.6500 |
4.3700 |
18.7500 |
4.8800 |
3.5500 |
2.2000 |
8.6500 |
3.6750 |
13.7500 |
4.3800 |
18.8500 |
4.8900 |
3.6500 |
2.2333 |
8.7500 |
3.7000 |
13.8500 |
4.3900 |
18.9500 |
4.9000 |
3.7500 |
2.2667 |
8.8500 |
3.7250 |
13.9500 |
4.4000 |
19.0500 |
4.9100 |
3.8500 |
2.3000 |
8.9500 |
3.7500 |
14.0500 |
4.4100 |
19.1500 |
4.9200 |
3.9500 |
2.3333 |
9.0500 |
3.7750 |
14.1500 |
4.4200 |
19.2500 |
4.9300 |
4.0500 |
2.3667 |
9.1500 |
3.8000 |
14.2500 |
4.4300 |
19.3500 |
4.9400 |
4.1500 |
2.4000 |
9.2500 |
3.8250 |
14.3500 |
4.4400 |
19.4500 |
4.9500 |
4.2500 |
2.4333 |
9.3500 |
3.8500 |
14.4500 |
4.4500 |
19.5500 |
4.9600 |
4.3500 |
2.4667 |
9.4500 |
3.8750 |
14.5500 |
4.4600 |
19.6500 |
4.9700 |
4.4500 |
2.5000 |
9.5500 |
3.9000 |
14.6500 |
4.4700 |
19.7500 |
4.9800 |
4.5500 |
2.5333 |
9.6500 |
3.9250 |
14.7500 |
4.4800 |
19.8500 |
4.9900 |
4.6500 |
2.5667 |
9.7500 |
3.9500 |
14.8500 |
4.4900 |
19.9500 |
5.0000 |
4.7500 |
2.6000 |
9.8500 |
3.9750 |
14.9500 |
4.5000 |
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4.8500 |
2.6333 |
9.9500 |
4.0000 |
15.0500 |
4.5100 |
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4.9500 |
2.6667 |
10.0500 |
4.0100 |
15.1500 |
4.5200 |
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(f) The Diversity Score is then calculated by summing each of the Industry Diversity Scores for each S&P Industry Classification shown on Schedule B.
For purposes of calculating the Diversity Score, affiliated issuers in the same S&P Industry Classification are deemed to be a single issuer except as otherwise agreed to by S&P.
SCHEDULE D
S&P Recovery Rate and Default Rate Tables
Section 1 S&P Recovery Rate.
(a)(i) If a Collateral Loan has an S&P Recovery Rating, the S&P Recovery Rate for such Collateral Loan shall be determined as follows:
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S&P Recovery Rating of a Collateral Loan (and Recovery Point Estimate) |
Initial Liability Rating |
| “AAA” |
“AA” |
“A” |
“BBB” |
“BB” |
“B” |
“CCC” or below |
| 1+ (100) |
75.0% |
85.0% |
88.0% |
90.0% |
92.0% |
95.0% |
95.0% |
| 1 (95) |
70.0% |
80.0% |
84.0% |
87.5% |
91.0% |
95.0% |
95.0% |
| 1 (90) |
65.0% |
75.0% |
80.0% |
85.0% |
90.0% |
95.0% |
95.0% |
| 2 (85) |
62.5% |
72.5% |
77.5% |
83.0% |
88.0% |
92.0% |
92.0% |
| 2 (80) |
60.0% |
70.0% |
75.0% |
81.0% |
86.0% |
89.0% |
89.0% |
| 2 (75) |
55.0% |
65.0% |
70.5% |
77.0% |
82.5% |
84.0% |
84.0% |
| 2 (70) |
50.0% |
60.0% |
66.0% |
73.0% |
79.0% |
79.0% |
79.0% |
| 3 (65) |
45.0% |
55.0% |
61.0% |
68.0% |
73.0% |
74.0% |
74.0% |
| 3 (60) |
40.0% |
50.0% |
56.0% |
63.0% |
67.0% |
69.0% |
69.0% |
| 3 (55) |
35.0% |
45.0% |
51.0% |
58.0% |
63.0% |
64.0% |
64.0% |
| 3 (50) |
30.0% |
40.0% |
46.0% |
53.0% |
59.0% |
59.0% |
59.0% |
| 4 (45) |
28.5% |
37.5% |
44.0% |
49.5% |
53.5% |
54.0% |
54.0% |
| 4 (40) |
27.0% |
35.0% |
42.0% |
46.0% |
48.0% |
49.0% |
49.0% |
| 4 (35) |
23.5% |
30.5% |
37.5% |
42.5% |
43.5% |
44.0% |
44.0% |
| 4 (30) |
20.0% |
26.0% |
33.0% |
39.0% |
39.0% |
39.0% |
39.0% |
| 5 (25) |
17.5% |
23.0% |
28.5% |
32.5% |
33.5% |
34.0% |
34.0% |
| 5 (20) |
15.0% |
20.0% |
24.0% |
26.0% |
28.0% |
29.0% |
29.0% |
| 5 (15) |
10.0% |
15.0% |
19.5% |
22.5% |
23.5% |
24.0% |
24.0% |
| 5 (10) |
5.0% |
10.0% |
15.0% |
19.0% |
19.0% |
19.0% |
19.0% |
| 6 (5) |
3.5% |
7.0% |
10.5% |
13.5% |
14.0% |
14.0% |
14.0% |
| 6 (0) |
2.0% |
4.0% |
6.0% |
8.0% |
9.0% |
9.0% |
9.0% |
|
Recovery rate |
|
From S&P’s published reports. If a recovery point estimate is not available for a given loan; the lower range for the applicable recovery rating should be assumed.
(i)If (x) a Collateral Loan does not have an S&P Recovery Rating, and such Collateral Loan is a senior unsecured loan or second lien loan and (y) the issuer of such Collateral Loan has issued another debt instrument that is outstanding and senior to such Collateral Loan (a “Senior Debt Instrument”) that has an S&P Recovery Rating, the S&P Recovery Rate for such Collateral Loan shall be determined as follows:
For Collateral Loans Domiciled in Group A
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|
S&P Recovery Rating of the Senior Debt Instrument |
Initial Liability Rating |
| “AAA” |
“AA” |
“A” |
“BBB” |
“BB” |
“B” and below |
| 1+ |
18% |
20% |
23% |
26% |
29% |
31% |
| 1 |
18% |
20% |
23% |
26% |
29% |
31% |
| 2 |
18% |
20% |
23% |
26% |
29% |
31% |
| 3 |
12% |
15% |
18% |
21% |
22% |
23% |
| 4 |
5% |
8% |
11% |
13% |
14% |
15% |
| 5 |
2% |
4% |
6% |
8% |
9% |
10% |
| 6 |
0% |
0% |
0% |
0% |
0% |
0% |
|
Recovery rate |
For Collateral Loans Domiciled in Group B
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|
S&P Recovery Rating of the Senior Debt Instrument |
Initial Liability Rating |
| “AAA” |
“AA” |
“A” |
“BBB” |
“BB” |
“B” and below |
| 1+ |
13% |
16% |
18% |
21% |
23% |
25% |
| 1 |
13% |
16% |
18% |
21% |
23% |
25% |
| 2 |
13% |
16% |
18% |
21% |
23% |
25% |
| 3 |
8% |
11% |
13% |
15% |
16% |
17% |
| 4 |
5% |
5% |
5% |
5% |
5% |
5% |
| 5 |
2% |
2% |
2% |
2% |
2% |
2% |
| 6 |
0% |
0% |
0% |
0% |
0% |
0% |
|
Recovery rate |
For Collateral Loans Domiciled in Group C
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|
|
|
S&P Recovery Rating of the Senior Debt Instrument |
Initial Liability Rating |
| “AAA” |
“AA” |
“A” |
“BBB” |
“BB” |
“B” and below |
| 1+ |
10% |
12% |
14% |
16% |
18% |
20% |
| 1 |
10% |
12% |
14% |
16% |
18% |
20% |
| 2 |
10% |
12% |
14% |
16% |
18% |
20% |
| 3 |
5% |
7% |
9% |
10% |
11% |
12% |
| 4 |
2% |
2% |
2% |
2% |
2% |
2% |
| 5 |
0% |
0% |
0% |
0% |
0% |
0% |
| 6 |
0% |
0% |
0% |
0% |
0% |
0% |
|
Recovery rate |
(ii)If (x) a Collateral Loan does not have an S&P Recovery Rating and such Collateral Loan is a subordinated loan and (y) the issuer of such Collateral Loan has issued another debt instrument that is outstanding and senior to such Collateral Loan that is a Senior Debt Instrument that has an S&P Recovery Rating, the S&P Recovery Rate for such Collateral Loan shall be determined as follows:
For Collateral Loans Domiciled in Groups A and B
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|
S&P Recovery
Rating of the Senior Debt Instrument
|
Initial Liability Rating |
| “AAA” |
“AA” |
“A” |
“BBB” |
“BB” |
“B” and below |
| 1+ |
8% |
8% |
8% |
8% |
8% |
8% |
| 1 |
8% |
8% |
8% |
8% |
8% |
8% |
| 2 |
8% |
8% |
8% |
8% |
8% |
8% |
| 3 |
5% |
5% |
5% |
5% |
5% |
5% |
| 4 |
2% |
2% |
2% |
2% |
2% |
2% |
| 5 |
0% |
0% |
0% |
0% |
0% |
0% |
| 6 |
0% |
0% |
0% |
0% |
0% |
0% |
|
Recovery rate |
For Collateral Loans Domiciled in Group C
|
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|
|
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|
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|
|
|
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|
|
|
|
|
|
|
|
|
S&P Recovery
Rating of the Senior Debt Instrument
|
Initial Liability Rating |
| “AAA” |
“AA” |
“A” |
“BBB” |
“BB” |
“B” and below |
| 1+ |
5% |
5% |
5% |
5% |
5% |
5% |
| 1 |
5% |
5% |
5% |
5% |
5% |
5% |
| 2 |
5% |
5% |
5% |
5% |
5% |
5% |
| 3 |
2% |
2% |
2% |
2% |
2% |
2% |
| 4 |
0% |
0% |
0% |
0% |
0% |
0% |
| 5 |
0% |
0% |
0% |
0% |
0% |
0% |
| 6 |
0% |
0% |
0% |
0% |
0% |
0% |
|
Recovery rate |
(b)If a recovery rate cannot be determined using clause (a), the recovery rate shall be determined using the following table.
Recovery rates for obligors Domiciled in Group A, B or C:
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|
Priority Category |
Initial Liability Rating |
| “AAA” |
“AA” |
“A” |
“BBB” |
“BB” |
“B” and below |
| Senior Secured Loans (other than First Lien/Last Out Loans)* |
| Group A |
50% |
55% |
59% |
63% |
75% |
79% |
| Group B |
39% |
42% |
46% |
49% |
60% |
63% |
| Group C |
17% |
19% |
27% |
29% |
31% |
34% |
| Senior Secured Loans (Cov-Lite Loans other than First Lien/Last Out Loans) / Senior Secured Bonds* |
| Group A |
41% |
46% |
49% |
53% |
63% |
67% |
| Group B |
32% |
35% |
39% |
41% |
50% |
53% |
| Group C |
17% |
19% |
27% |
29% |
31% |
34% |
| Second Lien Loans, First Lien/Last Out Loans, Unsecured Loans, senior unsecured Bonds |
| Group A |
18% |
20% |
23% |
26% |
29% |
31% |
| Group B |
13% |
16% |
18% |
21% |
23% |
25% |
| Group C |
10% |
12% |
14% |
16% |
18% |
20% |
| Subordinated loans, subordinated Bonds |
| Group A |
8% |
8% |
8% |
8% |
8% |
8% |
| Group B |
8% |
8% |
8% |
8% |
8% |
8% |
| Group C |
5% |
5% |
5% |
5% |
5% |
5% |
|
Recovery rate |
Group A: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Japan, Luxembourg, Netherlands, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, United Kingdom, USA**
Group B: Brazil, Czech Republic, Italy, Mexico, Poland, South Africa**
Group C: Greece, India, Indonesia, Kazakhstan, Russia, Turkey, Ukraine, United Arab Emirates, Vietnam, others not included in Group A or Group B**
* Solely for the purpose of determining the S&P Recovery Rate for such debt, no debt will constitute a “Senior Secured Loan” or “Senior Secured Bond” unless such debt (a) is secured by a valid first priority security interest in collateral, (b) in the Services Provider’s commercially reasonable judgment (with such determination being made in good faith by the Services Provider at the time of such loan’s or bond’s purchase and based upon information reasonably available to the Services Provider at such time and without any requirement of additional investigation beyond the Services Provider’s customary credit review procedures), is secured by specified collateral that has a value not less than an amount equal to the sum of (i) the aggregate principal amount of all loans/bonds senior or pari passu to such loans/bonds and (ii) the outstanding principal balance of such loan or bond, which value may be derived from, among other things, the enterprise value of the issuer of such loan or bond, excluding any loan or bond secured primarily by equity or goodwill and (c) is not secured primarily by common stock or other equity interests (provided that the terms of this footnote may be amended or revised at any time by a written agreement of the Borrower, the Services Provider and the Administrative Agent (without the consent of any Lender), subject to satisfaction of the Rating Condition from S&P only, in order to conform to S&P then‑current criteria for such debt).
For the avoidance of doubt, if a Cov-Lite Loan is also a First Lien/Last Out Loan, a Second Lien Loan or an Unsecured Loan, the S&P Recovery Rate for such loan will be determined in accordance with “Second Lien Loans, First Lien/Last Out Loans, Unsecured Loans, senior unsecured Bonds” hereunder.
** In each case, or such other countries identified as such by S&P in a press release, written criteria or other public announcement from time to time or as may be notified by S&P to the Services Provider from time to time.
SCHEDULE E
List of Restatement Date Assets
SCHEDULE F
ADDRESSES FOR NOTICES
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| PARTY |
ADDRESS FOR NOTICES |
| Athena Funding II LLC, as Borrower |
Athena Funding II LLC
399 Park Avenue, 38th Floor
New York, NY 10022
Attention: Jonathan Lamm
Phone:
Email:
|
| MUFG Bank, Ltd., as Administrative Agent |
MUFG Bank, Ltd.
1221 Avenue of the Americas, 6th Floor
New York, NY 10020
Email: MUBK-Lender Notice@mufgsecurities.com
with a copy to:
MUFG Bank, Ltd.
1221 Avenue of the Americas, 6th Floor
New York, NY 10020
Attention: CLO Banking
Email: mufgclobanking@us.sc.mufg.jp
|
| State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian |
State Street Bank and Trust Company
Attention: Structured Trust & Analytics
Mail Stop: JAB0527
1776 Heritage Drive
North Quincy, MA 02171
Tel.: (617) 662 9840
Facsimile No.: (617) 937 4358
Email: scott.berry@statestreet.com
|
| MUFG Bank, Ltd., as Initial Lender |
MUFG Bank, Ltd.
1221 Avenue of the Americas, 6th Floor
New York, NY 10020
Email: MUBK-Lender Notice@mufgsecurities.com
with a copy to:
MUFG Bank, Ltd.
1221 Avenue of the Americas, 6th Floor
New York, NY 10020
Attention: CLO Banking
Email: mufgclobanking@us.sc.mufg.jp
|
SCHEDULE G
COMMITMENTS
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|
| Revolving Lender |
Revolving Commitment |
Percentage Share |
| MUFG Bank, Ltd. |
$500,000,000 |
100% |
| Total |
$500,000,000 |
100% |
|
EXHIBIT A
[FORM OF NOTE FOR [REVOLVING][TERM] LOANS]
$__________ __________, ____
FOR VALUE RECEIVED, the undersigned, ATHENA FUNDING II LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to [] (the “Lender”), or registered assigns, in lawful money of the United States of America and in immediately available funds, the principal amount of [] DOLLARS. The principal amount shall be paid in the amounts and on the dates specified in the Credit Agreement. The Borrower further agrees to pay interest in like money on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement.
The holder of this Note is authorized to endorse on Schedule I annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Revolving Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof and each continuation thereof. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Revolving Loan.
This Note (a) is a term Note and evidences the Revolving Loans made by the Lender under, and is one of the Notes referred to in, the Amended and Restated Credit Agreement, dated as of October 30, 2025 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to time and MUFG Bank, Ltd., as Administrative Agent and State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured as provided in the Transaction Documents. Reference is hereby made to the Transaction Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security, the terms and conditions upon which the security interests were granted and the rights of the holder of this Note in respect thereof.
Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.
All parties now and hereafter liable with respect to this Note, whether maker, principal, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.
Except as permitted by Section 12.6 of the Credit Agreement, this Note may not be participated by the Lender to any other Person. Without limiting the generality of the foregoing, this Note may be participated in whole or in part only by registration of such participation on the Participant Register.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
ATHENA FUNDING II LLC
By:
Name:
Title:
SCHEDULE I
This Note evidences the Revolving Loans made by [] (the “Lender”) to Athena Funding II LLC (the “Borrower”) under the Amended and Restated Credit Agreement dated as of October 30, 2025 among the Borrower, as borrower, the Lenders party thereto from time to time, MUFG Bank, Ltd., as Administrative Agent and State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian, in the principal amounts and on the dates set forth below, subject to the payments and prepayments of principal set forth below:
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DATE |
PRINCIPAL AMOUNT LOANED |
PRINCIPAL AMOUNT PAID OR PREPAID |
PRINCIPAL BALANCE OUTSTANDING |
NOTATION BY |
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EXHIBIT B
[FORM OF NOTICE OF BORROWING]
[Date]
MUFG Bank, Ltd.,
as Administrative Agent
New York, NY 10167
Attention: Julien Thinat
Tel.: (212) 278-7598
Email: julien.thinat@sgcib.com
with a copy to:
MUFG Bank, Ltd.
480 Washington Blvd
Jersey City, NJ 07310
Tel.: (201)-839-8226
Fax: 201-693-4233
Attention: Dawnmarie Harper
Email: oper-fin-serv.us@sgss.socgen.com
State Street Bank and Trust Company,
as Custodian, Collateral Agent, Collateral Administrator, Securities Intermediary and Document Custodian
Attention: Structured Trust & Analytics
Mail Stop: JAB0527
1776 Heritage Drive
North Quincy, MA 02171
Facsimile No.: (617) 937-4358
Email: scott.berry@statestreet.com
NOTICE OF BORROWING
This Notice of Borrowing is made pursuant to Section 2.2 of that certain Amended and Restated Credit Agreement dated as of October 30, 2025 (as the same may from time to time be amended, supplemented, waived or modified, the “Credit Agreement”) among Athena Funding II LLC, as borrower (the “Borrower”), the Lenders parties thereto from time to time (collectively, the “Lenders”), MUFG Bank, Ltd., as administrative agent (the “Administrative Agent”) and State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.
1.The Borrower hereby requests that on ______________, ____ (the “Borrowing Date”) it receive a Borrowing of Revolving Loans under the Credit Agreement in an aggregate principal amount of [] Dollars ($[]) (the “Requested Amount”).
2.The Borrower hereby gives notice of its request for such Revolving Loans in the aggregate principal amount equal to the Requested Amount to the Lenders and the Administrative Agent pursuant to Section 2.2 of the Credit Agreement and requests the Lenders to remit, or cause to be remitted, the proceeds thereof to the Collection Account in its respective Percentage Share of the Requested Amount.
3.The Borrower certifies that immediately after giving effect to the proposed Borrowing on the Borrowing Date each of the applicable conditions precedent set forth in Section 3.2 of the Credit Agreement is satisfied, including:
[(i) the conditions precedent set forth in Section 3.1 of the Credit Agreement shall have been fully satisfied on or prior to the Borrowing Date referred to above;
(ii) The Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders that (w) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the Collateral Agent on the 2025 Closing Date shall be effective in all relevant jurisdictions, (x) delivery of such Collateral in accordance with Section 8.7 of the Credit Agreement to the Custodian or the Document Custodian, as applicable, shall have been effected, (y) the Borrower (or the Services Provider on behalf of the Borrower) will deliver copies of all Related Contracts in its possession to the Document Custodian in accordance with Sections 5.26 and 14.1(b) of the Credit Agreement and (z) the Collateral Agent (for the benefit of the Secured Parties) shall have a security interest in such Collateral.
(iii) The Agents shall have received a certificate of an Authorized Officer of the Services Provider (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Initial Borrowing Date), to the effect that, (1) in the case of each item of Collateral pledged to the Collateral Agent, on the Initial Borrowing Date and immediately prior to the delivery thereof on or prior to the Initial Borrowing Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Initial Borrowing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by this Agreement and (2) immediately before and after giving effect to the Borrowings, the Overcollateralization Ratio Test shall be satisfied (as demonstrated in a writing attached to the certificate of the Services Provider).]1
(1) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such Borrowing Date and (ii) the Senior Advance Rate Test is satisfied;
(2) no Commitment Shortfall shall exist after giving effect to such Borrowing;
(3) [immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding of such Loan;
(4) the representations and warranties of the Borrower contained in this Agreement and each of the other Transaction Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan;
(5) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;
(6) each of the Transaction Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Transaction Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and
(7) immediately before and after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to this Notice of Borrowing).]2
1 To be added only for the Initial Borrowing.
2 Omit paragraphs 3 through 7 in the case of Loans obtained to fund Unfunded Amounts.
IN WITNESS WHEREOF, this Notice of Borrowing has been executed as of the date first written above.
ATHENA FUNDING II LLC
By:
Name:
Title:
Borrowing Base Calculation Statement
Calculation of the Eligibility Criteria
EXHIBIT C
[FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT]
Dated as of []
Schedule I to Notice of Borrowing Reference is made to the Amended and Restated Credit Agreement, dated as of October 30, 2025 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Athena Funding II LLC, a Delaware limited liability company (the “Borrower”), the Lenders party thereto from time to time, MUFG Bank, Ltd., as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”) and State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:
(i)The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases [for an agreed consideration] [for a purchase price of []]3 and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described on Schedule I hereto (the “Assigned Interest”).
(ii)The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Transaction Document or any other instrument or document furnished pursuant thereto, other than that the Assignor is the legal and beneficial owner of the interests being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the Services Provider or the performance or observance by the Borrower or the Services Provider of any of their respective obligations under the Credit Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches all Notes held by it evidencing the Assigned Interest and (1) requests that the Administrative Agent, upon request by the Assignee, exchange the attached Notes for a new Note or Notes payable to the Assignee and (2) if the Assignor has retained any Loans, requests that the Administrative Agent exchange the attached Notes for a new Note or Notes payable to the Assignor, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date).
(iii)The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Assumption Agreement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements and other information delivered pursuant to Section 5.1 of the
3 Insert the applicable formulation, based on the parties’ preference.
Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement; (c) agrees that, except as may be otherwise expressly agreed in writing between the Assignee, on the one hand, and the Assignor, an Agent or a Lender, as the case may be, on the other hand, it will, independently and without reliance upon the Assignor, such Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; (e) agrees that it will be bound by the provisions of the Credit Agreement (including Section 11.3(g) thereof) and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (f) represents and warrants that it (and each account for which it is acquiring the Assigned Interest) is a “qualified purchaser” for purposes of Section 3(c)(7) of the Investment Company Act.
(iv)The effective date of this Assignment and Assumption Agreement shall be the Effective Date of Assignment described on Schedule I hereto (the “Effective Date”). Following the execution of this Assignment and Assumption Agreement, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date.
(v)Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) [to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date] [to the Assignee whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date]4. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.
(vi)From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption Agreement, have the rights and obligations of a Lender thereunder and under the other Transaction Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under the Credit Agreement.
(vii)This Assignment and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of New York.
4 Insert the applicable formulation, based on the agreement of the parties. If the latter formulation is used, consider including the amount of accrued interest payable by the Assignee to the Assignor.
(viii)This Assignment and Assumption Agreement may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all such counterparts shall together constitute but one and the same instrument. This Assignment and Assumption Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.
[Remainder of page intentionally left blank | signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed as of the date first above written by their respective duly authorized officers.
[INSERT NAME OF ASSIGNOR],
as Assignor
By:
Authorized Signatory
[INSERT NAME OF ASSIGNEE] as Assignee Schedule I to Assignment and Assumption Agreement
By:
Authorized Signatory
Name of Assignor: ___________________________
Name and address of Assignee: _______________________
_______________________
_______________________
Effective Date of Assignment: ______________________
Principal Amount of Loans Assigned: $ ______
Percentage of Loans Assigned: ___%
U.S. Tax Compliance Certificate and applicable withholding forms (select one):
☐ Attached
☐ Previously provided
EXHIBIT D
Scope of Collateral Report
1.The Aggregate Principal Balance of all Collateral Loans and Equity Securities
2.The balance of all Eligible Investments and Cash in each of (together with location of each such account):
(a)The Collection Account
(b)The Payment Account
(c)The Unfunded Exposure Account
(d)The Interest Reserve Account
(e)[Reserved]
(f)The Custodial Account
(g)[Reserved]
3.Commitment, rating of and outstanding amounts for the Loans
4.The nature, source and amount of any proceeds in the Collection Account (including Principal Proceeds and Interest Proceeds received since the date of determination of the last Collateral Report or Payment Date Report) and the Unfunded Exposure Account
5.Compliance level of the Overcollateralization Ratio Test vs. test level then in effect
(a)Calculation of Overcollateralization Ratio
6.Compliance with Collateral Quality Test
7.Compliance with Concentration Limitations
8.Listing of all Collateral Loans with attributes including
(a)Obligor name
(b)Maximum Principal Balance (commitment amount)
(c)Principal Balance (outstanding amount)
(d)Exposure Amount
(e)Unsettled Amount
(f)End User Industries
(g)Whether each loan is fixed or floating
(h)Spread over the applicable index or benchmark rate (for Floating Rate Obligations)
(i)Interest coupon (for Fixed Rate Obligations)
(j)Maturity date
(k)public rating by Moody’s (if any)
(l)S&P Rating, unless such rating is based on a Credit Estimate unpublished by S&P (and, in the event of a downgrade or withdrawal of the applicable S&P Rating, the prior rating and the date such S&P Rating was changed)
(m)S&P Recovery Rate
(n)S&P Weighted Average Rating Factor
(o)Whether such Collateral Loan is a Credit Risk Loan, Credit Improved Loan, Defaulted Loan, Current Pay Obligation, Discount Loan, CCC Collateral Loan, First Lien/Last Out Loan or PIK Loan
(p)Country of Domicile
(q)Frequency of interest payment
(r)Revolving Collateral Loans or Delayed Funding Loans
(s)Whether such Collateral Loan is owned via Participation Interest or is a Cov-Lite Loan
(t)The LIBOR Floor or SOFR Floor in effect (if any) for each Collateral Loan
9.Collateral Loan rating status (listing of all Collateral Loans)
(a)Obligor name
(b)Collateral Loan purchase date
(c)S&P Rating, unless such rating is based on a Credit Estimate unpublished by S&P (and, in the event of a downgrade or withdrawal of the applicable S&P Rating, the prior rating and the date such S&P Rating was changed)
(d)Credit Estimate issue date (if applicable)
(e)Date of expiry of Credit Estimate (if applicable)
(f)Date of last amendment
(g)If such loan is a Recurring Revenue Loan
10.For Defaulted Loans
(a)Default Date
(b)Days in Default
(c)Principal Balance
(d)Principal Collateralization Amount (and the method of calculation thereof)
(e)If an appraisal has been received in last 3 months
(f)Market Value
(g)Whether any default of the type specified in clauses (a) and (b) of the definition of “Defaulted Loan” is unrelated to credit-related issues
11.Participation Interests
(a)All loans owned via Participation Interest
(b)Selling Institution for each Participation Interest
(c)S&P Rating for each Selling Institution
12.List of all First Lien/Last Out Loans
13.List all Discount Loans and applicable purchase price
14.List all Defaulted Loans
15.List all Long Dated Loans
16.S&P Rating
17.List of all unelevated participations
18.Assets purchased or sold within the Due Period including
(a)Facility Name
(b)Trade/Settlement Dates
(c)Reason for sale/ Transaction Motivation (e.g. Discretionary, Credit Risk, Credit Improved)
(d)Purchaser or seller is an affiliate of the Borrower?
(e)Par amount
(f)Price
(g)Proceeds
(h)Accrued interest
19.List all Collateral Loans rated “CCC+” or below.
EXHIBIT E
Scope of Payment Date Report
1.Quarterly Payment Date waterfall list application of all Interest Proceeds and Principal Proceeds
2.Beginning and ending balance of the Loans
3.Beginning and ending balance of all Covered Accounts
4.Calculations of the Collateral Quality Test and Overcollateralization Ratio Test
EXHIBIT F
Scope of Asset-Level Reporting to Lenders
1.At the request of the Administrative Agent (which request may only be made once every 12 months unless an Event of Default has occurred and is continuing or the Overcollateralization Ratio Test is not satisfied, in which case such request may be made without any limitation), an information package (which may be provided via access to an online data site to be specified to the Lenders by the Borrower) with respect to each asset that is Pledged Collateral, which will contain information as requested by the Administrative Agent, which may include credit agreements, amendments thereto, financial information (including any “Management Discussion and Analysis” provided by such Obligor), financial statements and other summary financial data, and other material information as provided by such Obligor with respect to the applicable Related Contracts (the “Asset Report”).
2.At any time that an Event of Default has occurred and is continuing or the Overcollateralization Ratio Test is not satisfied, any Lender may request the following information: (i) the Asset Report to be delivered on a weekly basis and (ii) all other material information received by the Borrower from each Obligor and its Affiliates with respect to the applicable Related Contracts.
EXHIBIT G
[Reserved]
Exhibit G-2
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EXHIBIT H
[FORM OF RELATED CONTRACT DOCUMENT REQUEST]
[Delivery Date]
State Street Bank and Trust Company,
as Document Custodian
Attention: Structured Trust & Analytics
Mail Stop: JAB0527
1776 Heritage Drive
North Quincy, MA 02171
Facsimile No.: (617) 937-4358
Email: scott.berry@statestreet.com
With a copy to:
State Street Bank and Trust Company,
as Collateral Agent
Attention: Structured Trust & Analytics
Mail Stop: JAB0527
1776 Heritage Drive
North Quincy, MA 02171
Facsimile No.: (617) 937-4358
Email: scott.berry@statestreet.com
Re: Amended and Restated Credit Agreement, dated as of October 30, 2025, among Athena Funding II LLC, as the Borrower, the Lenders party thereto from time to time, MUFG Bank, Ltd., as Administrative Agent and State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)
Ladies and Gentlemen:
Pursuant to Article XIV of the Credit Agreement and in connection with the custody of the Related Contracts held by State Street Bank and Trust Company, as the Document Custodian, for the benefit of the Secured Parties, under the Credit Agreement, we request the release of the Related Contracts (or such documents as specified below) for the Collateral Loans described below or in the attached Excel spreadsheet, for the reason indicated below.5 In connection with such request, the Services Provider hereby confirms that [no Event of Default has occurred and is continuing] [an Event of Default has occurred and is continuing and the Administrative Agent has consented to the release of the documents specified below], all amounts received in connection with any liquidation of the Collateral Loans described below or in the attached Excel spreadsheet have been credited to the Collection Account and the conditions to release have been
5 Please specify the Related Contracts to be returned and recite reason for such return.
met as specified in Section 14.5 of the Credit Agreement. All capitalized terms used but not defined herein shall have the meaning provided in the Credit Agreement.
Obligor’s Name, Address & Zip Code:
Collateral Loan Number:
Collateral Loan File:
Reason for Requested Documents (check one)
____ 1. Pledged Collateral Paid in Full.
____ 2. Pledged Asset Being Sold in Whole (and Not in Part).
____ 3. Other (explain)
____________________________________________
____________________________________________
____________________________________________
If box 1 or 2 above is checked, and if all or part of the Related Contracts were previously released to us, please release to us the Related Contracts, requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Collateral Loan.
Delivery Instructions – Address Needed:
____________________________________________
____________________________________________
____________________________________________
____________________________________________
[Remainder intentionally left blank]
IN WITNESS WHEREOF, this Related Contract Document Request has been executed as of the date first written above:
BLUE OWL TECHNOLOGY INCOME CORP., as the Services Provider (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
By:
Name:
Title:
Date:
EXHIBIT I-1
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
Reference is hereby made to the Amended and Restated Credit Agreement dated as of October 30, 2025 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Athena Funding II LLC, as the Borrower, the Lender party thereto from time to time, MUFG Bank, Ltd., as Administrative Agent and State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian.
Pursuant to the provisions of Section 11.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of the Borrower (or its sole owner, as applicable) within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower (or its sole owner, as applicable) as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or applicable successor form). By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF LENDER]
By:
Name:
Title:
Date: ________ __, 20[]
EXHIBIT I-2
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Amended and Restated Credit Agreement dated as of October 30, 2025 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Athena Funding II LLC, as the Borrower, the Lenders party thereto from time to time, MUFG Bank, Ltd., as Administrative Agent and State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian.
Pursuant to the provisions of Section 11.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of the Borrower (or its sole owner, as applicable) within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower (or its sole owner, as applicable) as described in Section 871(h)(3)(C) of the Code.
The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or applicable successor form). By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF PARTICIPANT]
By:
Name:
Title:
Date: ________ __, 20[]
EXHIBIT I-3
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Amended and Restated Credit Agreement dated as of October 30, 2025 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Athena Funding II LLC, as the Borrower, the Lenders party thereto from time to time, MUFG Bank, Ltd., as Administrative Agent and State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian.
Pursuant to the provisions of Section 11.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of the Borrower (or its sole owner, as applicable) within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower (or its sole owner, as applicable) as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable or (applicable successor form), or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable or (applicable successor form), from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF PARTICIPANT]
By:
Name:
Title:
Date: ________ __, 20[]
Exhibit I-3-2
USActive 60038957.2
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EXHIBIT I-4
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Amended and Restated Credit Agreement dated as of October 30, 2025 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Athena Funding II LLC, as the Borrower, the Lenders party thereto from time to time, MUFG Bank, Ltd., as Administrative Agent and State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian.
Pursuant to the provisions of Section 11.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Agreement or any other Transaction Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of the Borrower (or its sole owner, as applicable) within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower (or its sole owner, as applicable) as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN E, as applicable or (applicable successor form), or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable or (applicable successor form), from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF LENDER]
By:
Name:
Title:
Date: ________ __, 20[]
Exhibit I-4-2
USActive 60038957.2
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EXHIBIT J
DOCUMENT CHECKLIST
Collateral Loan: ______________
Obligor Name:_____________________
Date:_______________________
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Required Related Contract |
Description of Related Contract |
Original or Copy/Status |
a) original promissory note/copy of original promissory note [and lost note affidavit] |
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b) copies of each transfer document
or
instrument from the prior owner to the Borrower |
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c) guaranty, if any |
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d) loan agreement |
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e) note purchase agreement, if any |
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f) security agreement |
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g) [Any other documents as the Document Custodian may deem necessary, as notified to the Borrower prior to delivery of the Document Checklist] |
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The undersigned certifies that the above Related Contracts have been delivered to State Street Bank and Trust Company, as Document Custodian, on the date referenced above.
[Borrower] or [Services Provider]
By:
Name:
Title:_________________________
EXHIBIT K
AUTHORIZED REPRESENTATIVES OF SERVICES PROVIDER
EXHIBIT L
FORM OF [PREPAYMENT][COMMITMENT REDUCTION]6 NOTICE
[]
S&P Global Ratings
55 Water Street, 41st Floor
New York, New York 10041-0003
Email: cdo_surveillance@spglobal.com
Date: []/20[]
Re: [Voluntary Prepayment][Commitment Reduction]7
Reference is made to the Amended and Restated Credit Agreement, dated as of October 30, 2025, among Athena Funding II LLC, as Borrower, the Lenders party thereto from time to time, MUFG Bank, Ltd., as Administrative Agent and State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian, as amended from time to time in accordance with its terms, (the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.
In accordance with Section 2.7 of the Credit Agreement, we hereby provide notice that as of [], 20[], the Revolving Loans will be prepaid in the principal amount of $[] together with accrued interest thereon to the date of prepayment [and the Commitment Reduction Amount shall be $[]]8.
I, the undersigned, an Authorized Officer of the Borrower hereby certifies that the requirements set forth in Section 2.7(e) of the Credit Agreement with respect to such proposed prepayment of the Revolving Loans have been satisfied.
[Signature page follows]
6 Delete as appropriate
7 Delete as appropriate
8 Insert if there is a reduction of the Total Revolving Commitment.
IN WITNESS WHEREOF, this Certificate has been executed as of the date first written above.
ATHENA FUNDING II LLC, as Borrower
By:
Name:
Title:
EXHIBIT M
FORM OF FINANCIAL STATEMENT CERTIFICATE OF AN AUTHORIZED OFFICER OF THE BORROWER PURSUANT TO SECTION 5.1(B)
[]
State Street Bank and Trust Company,
as Custodian, Collateral Agent, Collateral Administrator, Securities Intermediary and Document Custodian
Attention: Structured Trust & Analytics
Mail Stop: JAB0527
1776 Heritage Drive
North Quincy, MA 02171
Facsimile No.: (617) 937-4358
Email: scott.berry@statestreet.com
S&P Global Ratings
55 Water Street, 41st Floor
New York, New York 10041-0003
Email: cdo_surveillance@spglobal.com
Date: [l]/20[l]
This certificate (the “Certificate”) is being delivered in connection with Section 5.1(b) of the Amended and Restated Credit Agreement, dated as of October 30, 2025, among Athena Funding II LLC, as Borrower, the Lenders party thereto from time to time, MUFG Bank, Ltd., as Administrative Agent and State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Document Custodian, as amended from time to time in accordance with its terms, (the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.
I, the undersigned, am an Authorized Officer of [], a [] (the “Company”), and do hereby certify to my knowledge, as of the date of this certificate, (x) that the financial statements delivered with this Certificate fairly present in all material respects the financial condition and the results of operations of the Borrower on the dates and for the periods indicated, on the basis of GAAP, subject, in the case of interim financial statements, to normally recurring year-end adjustments and the absence of notes, and (y) that I have reviewed the terms of the Transaction Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the business and condition of the Borrower during the period beginning on the date through which the last such review was made pursuant to Section 5.1(b) of the Credit Agreement (or, in the case of the first certification pursuant to Section 5.1(b) of the Credit Agreement, the 2025 Closing Date) and ending on a date not more than [five] Business Days prior to the date of such delivery and that on the basis of such financial statements and such review of the Transaction Documents, [no Default has occurred and is continuing][a Default has occurred and is continuing with respect to [], and the Services Provider [is taking] [proposes to take] the following actions to cure such Default:
[]].9
Attached hereto are the balance sheet of the Borrower as of the end of the most recently concluded fiscal quarter and any related statements of operations for such fiscal quarter and for the portion of the Borrower’s fiscal year ended at the end of such quarter.
IN WITNESS WHEREOF, this Certificate has been executed as of the date first written above.
ATHENA FUNDING II LLC, as Borrower
By:
Name:
Title:
9 Please provide nature and extent of Default, and if continuing, the action the Services Provider is taking or proposed to take in respect thereof.
EX-19.1
4
ex191-insidertradingpolicy.htm
EX-19.1
Document
Policies & Procedures Regarding Insider Trading and Tipping
Exhibit 19.1
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| I. Purpose of these Policies and Procedures |
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It is the Blue Owl BDCs’, (including its subsidiaries, , collectively “the Blue Owl BDCs”) policy that no person covered by this policy who, in the course of working for the Blue Owl BDCs or otherwise, learns of material nonpublic information (“MNPI”) about the Blue Owl BDCs or any company with which any of them does business may trade in the securities of any such company, or disclose any such information to someone who may trade in such securities, until the information becomes public or is no longer material.
This policy is not intended to discourage or prohibit appropriate communications between you and other market participants and trading counterparties. You should consult with the CCO with any questions about the appropriateness of any communications.
The Blue Owl BDCs have instituted the general policy set forth below with the aim of detecting and preventing the misuse of MNPI (as defined below). 1,2
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| II. Regulatory Framework |
•Compliance with U.S. Securities Laws |
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Although not defined in U.S. securities laws, “insider trading” is generally described as trading either personally or on behalf of others on the basis of MNPI or communicating (or “tipping”) MNPI to others who may trade in securities on the basis of that information.
U.S. securities laws have been interpreted to prohibit the following activities:
(1)trading by an insider while in possession of MNPI;
(2)trading by a non-insider while in possession of MNPI, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential;
(3)trading by a non-insider who obtained MNPI through unlawful means, such as computer hacking; and
(4)communicating MNPI to others in breach of a fiduciary duty.
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| III. Who Is Covered? |
1 The Blue Owl BDCs are funds managed by affiliates of Blue Owl Capital Inc. that have elected to be regulated as business development companies under the Investment Company Act of 1940, as amended.
2 While not exhaustive, this includes, the Blue Owl BDCs’ customers or suppliers, as well as portfolio companies in which the Blue Owl BDCs invest.
Policies & Procedures Regarding Insider Trading and Tipping
Exhibit 19.1
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This policy covers directors, officers and employees of the Blue Owl BDCs (collectively “you”).
In addition, this policy applies to your family members who reside with you, including any child, child away at college, stepchild, grandparents, parent, stepparent, spouse or civil partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and any person (other than a tenant or employee) sharing your household, as well as any family members who do not live in your household but whose transactions in any securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in any securities (collectively, “Immediate Family Members”).
This policy also applies to any entities or accounts that you influence or control, including any corporations, partnerships, trusts or non-discretionary accounts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this policy and applicable securities laws as if they were for your own account.
You are responsible for the transactions of your Immediate Family Members and therefore you should make them aware of the need to confer with you before they trade in any securities, and you should treat all such transactions for the purposes of this policy and applicable securities laws as if the transactions were for your own account. This policy does not, however, apply to personal securities transactions of Immediate Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related to you or your Immediate Family Members.
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| IV. What Information Is Material? |
Policies & Procedures Regarding Insider Trading and Tipping
Exhibit 19.1
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All information that an investor might consider important in deciding whether to buy, sell or hold securities is considered material. Information that is likely to affect the price of a company’s securities is almost always material. Individuals may not be held liable for trading on inside information, unless the information is material. Examples of some types of material information are:
•financial results or expectations for the quarter or the year;
•financial forecasts;
•changes in distributions;
•possible mergers, acquisitions, joint ventures and other purchases and sales of companies and investments in companies;
•changes in customer relationships with significant customers;
•obtaining or losing important contracts;
•important product developments;
•major financing developments;
•major personnel changes;
•major litigation developments;
•write-downs or write-offs of assets;
•additions to reserves for bad debts or contingent liabilities;
•expansion or curtailment of company or major division operations;
•criminal, civil and government investigations and indictments;
•pending labor disputes;
•debt service or liquidity problems;
•bankruptcy or insolvency problems;
•tender offers, stock repurchase plans, etc.; and
•recapitalization.
Information provided by a company could be material because of its expected effect on a particular class of a company’s securities, all of the company’s securities, the securities of another company, or the securities of several companies. The misuse of MNPI applies to all types of securities, including equity, debt, commercial paper, government securities and options.
Material information does not have to relate to a company’s business. For example, information about the contents of an upcoming newspaper column may affect the price of a security and therefore be considered material.
You should consult with the CCO if there is any question as to whether nonpublic information is material.
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| V. When Is Information No Longer Nonpublic Information? |
Policies & Procedures Regarding Insider Trading and Tipping
Exhibit 19.1
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Once nonpublic information has been effectively distributed to the investing public, it can no longer be classified as MNPI. However, the distribution of MNPI should occur through commonly recognized channels for the classification to change. In addition, the information should not only be publicly disclosed, there should be adequate time for the public to receive and digest the information. Lastly, nonpublic information does not change to public information solely by selective dissemination.
Examples of the ways in which nonpublic information might be transmitted include, but are not limited to:
•in person;
•in writing;
•by telephone;
•during a presentation;
•by email, instant messaging or Bloomberg messaging;
•by text message or through X (formerly known as Twitter); and
•on a social networking site such as Facebook or LinkedIn.
You should be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving MNPI. You should consult with the CCO if there is any question as to whether material information is nonpublic.
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| VI. Penalties for Trading on MNPI |
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The penalties for trading on or communicating MNPI are extremely severe in nature, both for the individuals involved in such unlawful conduct and for any person who at the time of such conduct, directly or indirectly, controlled the person who engaged in such conduct. A person can be subject to the penalties below even if (s)he does not personally benefit from the violation. Penalties include the following:
•civil injunctions;
•damages to contemporaneous traders on the opposite side of the market;
•jail sentences of up to 20 years;
•a civil penalty for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not such person actually benefited;
•a civil penalty for the controlling person of three times the amount of the profit gained or loss avoided as a result of the violator’s conduct; and
•criminal fines of up to $5,000,000.
In addition, any violation of the law or this policy can be expected to result in serious sanctions by the Blue Owl BDCs, including dismissal of the person or persons involved, as permitted by local laws.
The foregoing is a very brief and simple summary of what constitutes insider trading under the current law. If you have a question concerning insider trading or concerning the status of specific information in your possession you should consult with the CCO.
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| VII. Procedures to Follow When You Believe You May Possess MNPI |
Policies & Procedures Regarding Insider Trading and Tipping
Exhibit 19.1
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If you believe that you have received information that might be MNPI, you must immediately notify the CCO.
If you are not sure if the information is MNPI, you should discuss the information with the CCO who will determine if the information is MNPI.
If the information is determined to be MNPI, you must comply with the following requirements.
•Do not discuss the information with anyone outside of the Blue Owl BDCs and in general, within the Blue Owl BDCs, disclosure should be limited to the investment team and/or others who are deemed to need this information to perform his/her job responsibilities. You should consult with the CCO if any questions arise as to who should be privy to MNPI.
•If you know that other employees have also received this information, you must inform the CCO.
•Do not engage in a transaction, either in your personal trading accounts or on behalf of the Blue Owl BDCs or any other person, in a financial instrument while in possession of MNPI about its issuer.
•If you become aware that the Blue Owl BDCs are considering or actually trading any security for any account we manage, you should regard that as MNPI. Accordingly, you should not communicate any information about this prospective trade to anyone until you know that such trading is no longer being considered or until after the Blue Owl BDCs cease trading in that security. In addition, you may not trade for yourself or any Immediate Family Member in any security the Blue Owl BDCs are currently trading until after the Blue Owl BDCs have ceased trading in that security.
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VIII. Restricted List
From time to time, the CCO may place certain securities on the Restricted Trading List (“RTL”).
You may not trade in securities on the RTL for your personal account or accounts managed by you on behalf of others, unless specific approval has been received from the CCO. In addition, at times, the RTL may also contain prohibitions, restrictions and limitation on trading for accounts managed by the Blue Owl BDCs. For the avoidance of doubt, these provisions also apply to your Immediate Family Members.
The contents of the RTL are proprietary to the Blue Owl BDCs and are not published at this time. If you find out the name of any security or any other information that is on the RTL, or that is being considered for inclusion on the RTL (e.g., because you have requested that a security be added to the RTL), you are prohibited from sharing that information, including with:
•anyone at the Blue Owl BDCs (provided, that you may contact a member of the Compliance Department with any questions); or
•anyone outside of the Blue Owl BDCs (provided, that you may communicate to a person whose accounts are subject to this policy, such as an Immediate Family Member, that a preclearance request has been denied).
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IX. Trading Restrictions
Annex A contains additional trading restrictions and procedures that apply to any directors, officers and employees of the Blue Owl BDCs, as well as their Immediate Family Members, other members of a person’s household and their Controlled Entities. The Blue Owl BDCs may also determine that other persons should be subject to the procedures therein, such as contractors or consultants who have access to MNPI.
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Policies & Procedures Regarding Insider Trading and Tipping
Exhibit 19.1
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| X. Post-Termination Transactions |
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The restrictions set forth in this policy and Annex A continue to apply to transactions in any securities even after termination of service to the Blue Owl BDCs.
If an individual is in possession of MNPI (including information regarding the Blue Owl BDCs or information regarding another company which (s)he obtained in the course of employment or term of service with the Blue Owl BDCs) when his or her service terminates, that individual may not trade in BDC Securities (as defined in Annex A) and/or the other company’s securities until that information has become public or is no longer material. The pre-clearance procedures specified in Annex A, however, will cease to apply to transactions in BDC Securities upon the opening of any Open Window Period applicable at the time of the termination of service.
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Policies & Procedures Regarding Insider Trading and Tipping – Annex A
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I. Pre-Clearance and Window Periods |
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The Blue Owl BDCs have established additional procedures to facilitate compliance with laws prohibiting insider trading while in possession of MNPI, and to avoid the appearance of any impropriety. Unless otherwise specified below, these additional procedures are applicable only to all directors, officers and employees of the Blue Owl BDCs, as well as their Immediate Family Members, other members of a person’s household and their Controlled Entities. The Blue Owl BDCs may also determine that other persons should be subject to the procedures below, such as contractors or consultants who have access to MNPI.
For the purpose of the following pre-clearance and window period procedures, “BDC Securities” means any common stock, units, options to purchase common stock or units, or any other type of securities that the Blue Owl BDCs or any of its subsidiaries may issue, including (but not limited to) preferred stock, convertible debentures and warrants, as well as derivative securities that are not issued by the Blue Owl BDCs, such as exchange traded put or call options or swaps relating to BDC Securities.
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•Quarterly Window Periods |
You may only conduct transactions involving BDC Securities (other than as specified by this Annex), during the “Open Window Period” subject to announcement by the General Counsel and/or CCO. The Open Window Period typically begins after the close of trading on the second (2nd) full trading day following the public release of a Blue Owl BDC’s quarterly earnings and ends no later than fourteen (14) calendar days prior to the start of the next fiscal quarter. |
•Pre-Clearance Procedures |
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You may not engage in any transaction in BDC Securities without first obtaining pre-clearance of the transaction from the CCO.
A request for pre-clearance should be submitted to the CCO at least two (2) business days in advance of the proposed transaction through Comply Sci. The CCO is under no obligation to approve a transaction submitted for pre-clearance and may determine not to permit the transaction. If a person seeks pre-clearance and permission to engage in the transaction is denied, then (s)he should refrain from initiating any transaction in BDC Securities and should not inform any other person of the restriction.
When a request for pre-clearance is made, you should carefully consider whether you may be aware of any MNPI about the relevant Blue Owl BDC and should describe fully those circumstances to the CCO. You should also be prepared to comply with SEC Rule 144 and file Form 144, if necessary, at the time of any sale.
If a person seeks pre-clearance and permission to engage in the transaction is granted, then such trade must be effected within five (5) business days of receipt of pre-clearance, unless an exception is granted. Section 16 Individuals must promptly notify the CCO following the completion of the transaction. A person who has not effected a transaction within the time limit may not engage in such transaction without again obtaining pre-clearance of the transaction from the CCO.
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•Other Events That May Impact the Open Window Period |
Policies & Procedures Regarding Insider Trading and Tipping – Annex A
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From time to time, a non-earnings-related event that has the potential to be material to a Blue Owl BDC may be anticipated and the CCO determines it appropriate to close or not open the trading window. In such cases, the Open Window Period will typically begin on the first (1st) full trading day following the public announcement of such non-earnings-related event. As may be appropriate for the particular situation where the non-earnings-related event is known by only a few directors, officers and/or employees of the Blue Owl BDCs, the CCO may determine it appropriate to prohibit just those individuals with knowledge from trading BDC Securities. In that situation, once the non-earnings-related event is no longer material and/or been made public, such persons typically will be able to trade, subject to CCO approval, so long as the relevant Blue Owl BDC is currently in an Open Window Period.
In addition, a Blue Owl BDC’s financial results may be sufficiently material in a particular fiscal quarter that, in the judgment of the CCO, certain persons should refrain from trading in BDC Securities even during the typical Open Window Period described above. In that situation, the CCO may notify these persons that they should not trade in BDC Securities, without disclosing the reason for the restriction. The existence of an event-specific trading restriction period or modification of an Open Window Period will not be announced to the Blue Owl BDCs as a whole and should not be communicated to any other person.
Even if you are not a person who should not trade due to an event-specific restriction, you should not trade while aware of MNPI.
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•Exceptions |
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Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small transactions, are not excepted from the restrictions in this Annex. The securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Blue Owl BDCs’ reputation for adhering to the highest standards of conduct.
The requirement for pre-clearance, the quarterly trading restrictions and event-driven trading restrictions do not apply to (i) transactions conducted pursuant to approved Rule 10b5-1 plans, which are further described below under the heading “Rule 10b5-1 Plans” and (ii) transactions under Blue Owl BDC Plans and transactions not involving a purchase or sale, which are described below.
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•Transactions under Blue Owl BDC Plans |
Policies & Procedures Regarding Insider Trading and Tipping – Annex A
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(1)401(k) Plan: The requirements for pre-clearance, the quarterly trading restrictions and event-driven trading restrictions do not apply to purchases of BDC Securities in Blue Owl’s 401(k) plan resulting from your periodic contribution of money to the plan pursuant to your payroll deduction election. The requirements for pre-clearance, the quarterly trading restrictions and event-driven trading restrictions do apply, however, to certain elections you may make under the 401(k) plan should the plan allow for investments, directly or indirectly, in BDC Securities.
(2)Dividend Reinvestment Plan: The requirements for pre-clearance, the quarterly trading restrictions and event-driven trading restrictions do not apply to purchases of BDC Securities under any of the Blue Owl BDC’s dividend reinvestment plan that a Blue Owl BDC may adopt resulting from your reinvestment of dividends paid on BDC Securities. The requirements for pre-clearance, the quarterly trading restrictions and event-driven trading restrictions do apply, however, to voluntary purchases of BDC Securities resulting from additional contributions you choose to make to a dividend reinvestment plan, and to your election to participate in a plan or increase your level of participation in a plan. The requirements for pre-clearance, the quarterly trading restrictions and event-driven trading restrictions also apply to your sale of any BDC Securities purchased pursuant to a plan.
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•Transactions Not Involving a Purchase or Sale |
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Bona fide gifts are not transactions subject to the requirements for pre-clearance, the quarterly trading restrictions and event-driven trading restrictions, unless the person making the gift has reason to believe that the recipient intends to sell BDC Securities while (s)he is aware of MNPI, is subject to the trading restrictions specified under the heading “Pre-Clearance and Window Periods” and the sales by the recipient of BDC Securities occur outside of an Open Window Period.
Further, transactions in mutual funds that are invested in BDC Securities are not transactions subject to the requirements for pre-clearance, the quarterly trading restrictions and event-driven trading restrictions.
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II. Special and Prohibited Transactions |
Policies & Procedures Regarding Insider Trading and Tipping – Annex A
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The Blue Owl BDCs have determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to the procedures in this Annex engage in certain types of transactions. It therefore is the Blue Owl BDCs’ policy that any persons covered by the procedures in this Annex may not engage in any of the following transactions, or should otherwise consider the Blue Owl BDCs’ preferences as described below:
• Short-Term Trading: Any director, officer or employee of the Blue Owl BDCs who purchases BDC Securities in the open market may not sell any BDC Securities of the same class during the ninety (90) days following the purchase (or vice versa) for non-Section 16 individuals and one hundred and eighty (180) days following the purchase (or vice versa) for any individual subject to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
• Short Sales: Short sales of BDC Securities are prohibited under the Blue Owl BDCs’ policy.
• Publicly Traded Options: Transactions using BDC Securities in put options, call options or other derivative securities, on an exchange or in any other organized market, are prohibited under the Blue Owl BDCs’ policy.
• Hedging Transactions: Hedging transactions using BDC Securities are prohibited under the Blue Owl BDCs’ policy.
• Margin Accounts and Pledged Securities: Holding BDC Securities in a margin account or otherwise pledging BDC Securities as collateral for a loan is prohibited under the Blue Owl BDCs' policy. Notwithstanding the foregoing, officers and employees of the Blue Owl BDCs may pledge BDC Securities as collateral under one or more bona fide loans with prior written approval of the CCO and the Audit Committee.
• Standing and Limit Orders: Placing standing or limit orders on BDC Securities absent a specific exception as provided by the CCO is prohibited under the Blue Owl BDCs’ policy.
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III. Rule 10B5-1 Plans |
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Rule 10b5-1 under the Exchange Act provides a defense from insider trading liability under Rule 10b-5. To be eligible to rely on this defense in connection with any transaction in BDC Securities, a person subject to the trading restrictions in this Annex must enter into a Rule 10b5-1 plan for transactions in BDC Securities that meets certain conditions specified in the Rule (a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, BDC Securities may be purchased or sold without regard to certain insider trading restrictions. To comply with these requirements, a Rule 10b5-1 Plan must be approved by the General Counsel and CCO and meet the requirements of Rule 10b5-1. In general, a Rule 10b5-1 Plan must be entered into at a time when the person entering into the plan is not aware of MNPI. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. The plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent third party.
Any person subject to the trading restrictions set forth in this Annex who wishes to enter into a Rule 10b5-1 Plan must submit the plan to the General Counsel and CCO for approval. No further pre-approval of transactions conducted pursuant to the Rule 10b5-1 Plan will be required. For the avoidance of doubt this requirement shall not apply to share repurchase programs adopted by the Blue Owl BDCs.
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EX-21.1
5
tech-exhibit2114q25.htm
EX-21.1
Document
Exhibit 21.1
SUBSIDIARIES OF BLUE OWL TECHNOLOGY FINANCE CORP.
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| Name |
Jurisdiction |
| OR TECH LENDING LLC |
DELAWARE |
| OR TECH FINANCING I LLC |
DELAWARE |
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| ORTF FUNDING I LLC |
DELAWARE |
| ORT KB LLC |
DELAWARE |
| ORTF AAM RH LLC |
DELAWARE |
| ORTF AAM LLC |
DELAWARE |
| ORTF FSI LLC |
DELAWARE |
| ORTF BC 4 LLC |
DELAWARE |
| ORTF BC 5 LLC |
DELAWARE |
| ORTF BC 6 LLC |
DELAWARE |
| OTF BC 7 LLC |
DELAWARE |
| OTF BC 8 LLC |
DELAWARE |
| OTF BC 9 LLC |
DELAWARE |
| OTF BC 10 LLC |
DELAWARE |
| OTF BC 11 LLC |
DELAWARE |
| OR TECH LENDING II LLC |
DELAWARE |
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| ORTF II BC 2 LLC |
DELAWARE |
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| ORTF II BC 5 LLC |
DELAWARE |
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| ATHENA FUNDING I LLC |
DELAWARE |
| ATHENA FUNDING II LLC |
DELAWARE |
| ATHENA FUNDING III LLC |
DELAWARE |
| ATHENA CLO II LLC |
DELAWARE |
| ATHENA CLO IV LLC |
DELAWARE |
| ATHENA CLO V LLC |
DELAWARE |
EX-23.1
6
ex231-consentofkpmgllc.htm
EX-23.1
Document
KPMG LLP
Two Manhattan West
375 9th Avenue, 17th Floor
New York, NY 10001
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statement (No. 333-289793) on Form N-2 of our report dated February 18, 2026, with respect to the consolidated financial statements of Blue Owl Technology Finance Corp. and the effectiveness of internal control over financial reporting and our report dated February 18, 2026 on the senior securities table.
New York, New York
February 18, 2026
EX-31.1
7
otf-20251231x10qex311.htm
EX-31.1
Document
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Craig W. Packer, Chief Executive Officer of Blue Owl Technology Finance Corp., certify that:
1.I have reviewed this Annual Report on Form 10-K of Blue Owl Technology Finance Corp. (the “registrant”) for the year ended December 31, 2025;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this Annual Report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 18, 2026 |
By: |
/s/ Craig W. Packer |
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Craig W. Packer |
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Chief Executive Officer |
EX-31.2
8
otf-20251231x10qex312.htm
EX-31.2
Document
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jonathan Lamm, Chief Financial Officer of Blue Owl Technology Finance Corp., certify that:
1.I have reviewed this Annual Report on Form 10-K of Blue Owl Technology Finance Corp. (the “registrant”) for the year ended December 31, 2025;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this Annual Report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 18, 2026 |
By: |
/s/ Jonathan Lamm |
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Jonathan Lamm |
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Chief Operating Officer and Chief Financial Officer |
EX-32.1
9
otf-20251231x10qex321.htm
EX-32.1
Document
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Executive Officer of Blue Owl Technology Finance Corp. (the “Company”), does hereby certify that to the undersigned’s knowledge:
1)the Company’s Form 10-K for the year ended December 31, 2025 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
2)the information contained in the Company’s Form 10-K for the year ended December 31, 2025 fairly presents, in all material respects, the financial condition and results of operations of the Company.
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|
Date: February 18, 2026 |
By: |
/s/ Craig W. Packer |
|
|
Craig W. Packer |
|
|
Chief Executive Officer |
EX-32.2
10
otf-20251231x10qex322.htm
EX-32.2
Document
Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Financial Officer of Blue Owl Technology Finance Corp. (the “Company”), does hereby certify that to the undersigned’s knowledge:
1)the Company’s Form 10-K for the year ended December 31, 2025 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
2)the information contained in the Company’s Form 10-K for the year ended December 31, 2025 fairly presents, in all material respects, the financial condition and results of operations of the Company.
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|
Date: February 18, 2026 |
By: |
/s/ Jonathan Lamm |
|
|
Jonathan Lamm |
|
|
Chief Operating Officer and Chief Financial Officer |
EX-97
11
exhibit97-clawbackpolicy.htm
EX-97
Document
|
|
|
I. Entities Covered by This Policy |
•Blue Owl BDCs that are listed on a national securities exchange |
II. Purpose of These Policies and Procedures |
The Board of Directors of each Blue Owl BDC (each, a “Board” and collectively, the “Boards”) believes that it is in the best interests of the Blue Owl BDCs and each of their shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces each Blue Owl BDC’s compensation philosophy. The Boards have therefore adopted this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). |
III. Administration, Interpretation and Amendment |
|
This Policy will be administered by the Board.
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Securities Exchange Act of 1934 Act, as amended (the “1934 Act”) and the applicable rules or standards adopted by the Securities and Exchange Commission or, if applicable, any national securities exchange on which the Blue Owl BDC’s securities are listed.
The Board may amend this Policy from time to time in its discretion in order to effectuate any changes with respect to such rules.
|
IV. Scope, Effective Date and Termination |
|
This Policy applies to each Blue Owl BDC’s current and former executive officers, as determined by the Board in accordance with Section 10D of the 1934 Act, and the listing standards of the national securities exchange on which the Blue Owl BDC’s securities are listed, and such other senior executives who may from time to time be deemed subject to the Policy by the Board (collectively, the “Covered Executives”). This Policy, and any determinations made by the Board, will be binding and enforceable against all Covered Executives.
This Policy will be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive Compensation (as defined below), including Incentive Compensation granted pursuant to arrangements existing prior to the Effective Date. Notwithstanding the foregoing, this Policy shall only apply to Incentive Compensation received (as determined pursuant to this Policy) on or after October 2, 2023. The Board may terminate this Policy at any time.
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|
V. Definitions
|
|
An accounting restatement has occurred if a Blue Owl BDC is required to prepare an accounting restatement of its financial statements due to its material noncompliance with any financial reporting requirement under the securities laws, including (i) any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. All accounting restatements are covered by this Policy regardless of whether such restatement results in the amendment of a previously filed report.
A financial reporting measure is (i) any measure that is determined and presented in accordance with the accounting principles used in preparing financial statements, or any measure derived wholly or in part from such measure, such as revenues, EBITDA, or net income or (ii) stock price and total stockholder return.
Incentive Compensation means any compensation that is granted, earned, or vested based wholly or in part upon the Blue Owl BDC’s attainment of a financial reporting measure and includes, but is not limited to:
•non-equity incentive plan awards that are earned solely or in part by satisfying a financial reporting measure performance goal;
•bonuses paid from “bonus pools”, where the size of the pool is determined wholly or in part on the attainment of a financial reporting measure performance goal;
•other cash awards based on satisfaction of a financial reporting measure performance goal;
•restricted stock, restricted stock units, stock options, stock appreciation rights, performance share units, and other performance-based stock awards relating to stock of the Blue Owl BDC, its investment adviser or any affiliate thereof, that are granted or vest solely or in part based on satisfaction of a financial reporting measure performance goal; and
•proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested solely or in part based on satisfaction of a financial reporting measure performance goal.
For the avoidance of doubt, any compensation received that is not linked to the attainment of financial measures, including bonuses tied to operational or strategic measures are not covered under this Policy. Compensation that would not be considered Incentive Compensation includes, but is not limited to:
•salaries;
•bonuses paid solely based on satisfaction of subjective standards, such as demonstrating leadership, and/or completion of a specified employment period;
•non-equity incentive plan awards earned solely based on satisfaction of strategic or operational measures;
•wholly time-based equity awards; and
•discretionary bonuses or other compensation that is not paid from a bonus pool that is determined by satisfying a financial reporting measure performance goal.
Overpayment is the amount to be recovered by a Blue Owl BDC and equal to the amount of Incentive Compensation received that exceeds the amount of Incentive Compensation that otherwise would have been received had it been determined based on the restated amounts of the applicable Blue Owl BDC and must be computed without regard to any taxes paid. Incentive Compensation is deemed “received” in a Blue Owl BDC’s fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if the vesting, payment or grant of the incentive-based compensation occurs after the end of that period.
|
VI. Recoupment |
|
|
|
|
In the event that a Blue Owl BDC is required to prepare an Accounting Restatement, the Board will reasonably promptly require reimbursement or forfeiture of any Overpayment received by any Covered Executive (i) after beginning service as a Covered Executive, (ii) who served as a Covered Executive at any time during the performance period for the applicable Incentive Compensation and (iii) during the three completed fiscal years immediately preceding the date on which a Blue Owl BDC is required to prepare an accounting restatement and any transition period (that results from a change in a Blue Owl BDC’s fiscal year) within or immediately following those three completed fiscal years.
The Board will recover any Overpayment in accordance with this Policy unless the Board determines such recovery would be impracticable because:
•the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; or
•recovery would violate home country law of the Blue Owl BDCs where that law was adopted prior to November 28, 2022.
For compensation based on stock price or total stockholder return —where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the restatement—the amount to be recovered must be based on a reasonable estimate of the effect of the applicable BDC’s accounting restatement on the stock price or total stockholder return upon which the incentive-based compensation was received, and the Blue Owl BDC would be required to document the determination of the estimate and, if applicable, provide the documentation to the national securities exchange on which the Blue Owl BDC’s securities are listed.
|
VII. Method of Recoupment |
|
The Board will determine, in its sole discretion, the method or methods for recouping Incentive Compensation hereunder which may include, without limitation:
•requiring reimbursement of cash Incentive Compensation previously paid;
•seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards granted as Incentive Compensation;
•offsetting the recouped amount from any compensation otherwise owed by the Blue Owl BDC, its investment advisor or any affiliates thereof to the Covered Executive;
•cancelling outstanding vested or unvested equity awards; and/or
•taking any other remedial and recovery action permitted by law, as determined by the Board.
|
VIII. Limitation on Recovery; No Additional Payments |
The right to recovery will be limited to Overpayments paid or distributed during the three completed fiscal years prior to the date on which the Blue Owl BDC is required to prepare an accounting restatement and any transition period (that results from a change in the Blue Owl BDC’s fiscal year) within or immediately following those three completed fiscal years. In no event will the Blue Owl BDC, its investment adviser or any affiliate thereof award Covered Executives an additional payment if the restated or accurate financial results would have resulted in a higher Incentive Compensation payment. |
|
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|
IX. No Indemnification or Reimbursement for Insurance
The Blue Owl BDCs will not (i) indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation or (ii) directly or indirectly reimburse any Covered Executives for insurance obtained by any Covered Executives against the loss of any incorrectly awarded Incentive Compensation.
X. Other Recoupment Rights
|
The Board intends that this Policy will be applied to the fullest extent of the law. |
XI. Successors |
| This Policy is binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives. |
|
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| Change History – Revision Review Dates |
November 2023 (adopted) |
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|
EX-99.1
12
ex991-reportoftheindepende.htm
EX-99.1
Document
Report of Independent Registered Public Accounting Firm on Supplemental Information
To the Shareholders and Board of Directors
Blue Owl Technology Finance Corp.:
We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the PCAOB), the consolidated financial statements of Blue Owl Technology Finance Corp. and subsidiaries (the Company) as of December 31, 2025 and 2024, and for each of the years in the three-year period ended December 31, 2025, and our report dated February 18, 2026 expressed an unqualified opinion on those consolidated financial statements.
We have also previously audited, in accordance with the standards of the PCAOB, the consolidated statements of assets and liabilities of the Company, including the consolidated schedules of investments, as of December 31, 2023, 2022 and 2021, and the related consolidated statements of operations, changes in net assets, and cash flows for the years ended December 31, 2022 and 2021 (none of which is presented herein), and we expressed unqualified opinions on those consolidated financial statements. The senior securities information included in Part II, Item 5 of the annual report on Form 10-K of the Company as of December 31, 2025, 2024, 2023, 2022, and 2021 under the caption “Senior Securities” (the Senior Securities Table), has been subjected to audit procedures performed in conjunction with the audit of the Company’s respective consolidated financial statements. The senior securities information as of December 31, 2020, 2019, and 2018, was audited by other auditors. The Senior Securities Table is the responsibility of the Company’s management. Our audit procedures included determining whether the Senior Securities Table reconciles to the respective consolidated financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the Senior Securities Table. In forming our opinion on the Senior Securities Table, we evaluated whether the Senior Securities Table, including its form and content, is presented in conformity with the instructions to Form N-2. In our opinion, the Senior Securities Table as of December 31, 2025, 2024, 2023, 2022, and 2021 is fairly stated, in all material respects, in relation to the respective consolidated financial statements as a whole.
/s/ KPMG LLP
New York, New York February 18, 2026
EX-99.2
13
blueowlcreditslfllc-123120.htm
EX-99.2
Document
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited) as of the year ended December 31, 2025 and the period ended December 31, 2024
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Statement of Assets and Liabilities
(Amounts in thousands)
|
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|
December 31, 2025 |
|
December 31, 2024(1) |
|
| Assets |
|
|
|
|
|
Investments at fair value (amortized cost of $2,350,698 and $1,162,056, respectively) |
|
$ |
2,343,367 |
|
|
$ |
1,164,473 |
|
|
| Cash |
|
124,718 |
|
|
17,354 |
|
|
| Due from investors |
|
— |
|
|
24 |
|
|
| Receivable due on investments sold |
|
1,803 |
|
|
11,365 |
|
|
| Interest receivable |
|
7,635 |
|
|
3,151 |
|
|
|
|
|
|
|
|
| Total Assets |
|
$ |
2,477,523 |
|
|
$ |
1,196,367 |
|
|
| Liabilities |
|
|
|
|
|
Debt (net of unamortized debt issuance costs of $8,463 and $1,572, respectively) |
|
$ |
1,728,363 |
|
|
$ |
750,610 |
|
|
| Payable for investments purchased |
|
94,359 |
|
|
85,750 |
|
|
| Interest payable |
|
23,627 |
|
|
4,190 |
|
|
| Distribution payable |
|
15,513 |
|
|
6,451 |
|
|
| Accrued expenses and other liabilities |
|
1,592 |
|
|
555 |
|
|
| Total Liabilities |
|
1,863,454 |
|
|
847,556 |
|
|
|
|
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|
|
| Members’ Equity |
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|
| Total Members’ Equity - Class A |
|
614,069 |
|
|
348,811 |
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|
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| Total Members' Equity |
|
614,069 |
|
|
348,811 |
|
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| Total Liabilities and Members’ Equity |
|
$ |
2,477,523 |
|
|
$ |
1,196,367 |
|
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|
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|
|
(1) The Company’s date of inception was May 6, 2024.
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Statement of Operations
(Amounts in thousands)
|
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|
|
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|
For the Years Ended December 31, |
|
|
2025 |
|
2024(1) |
| Investment Income |
|
|
|
|
| Investment Income |
|
$ |
133,213 |
|
|
$ |
14,573 |
|
|
|
|
|
|
| Total Investment Income |
|
$ |
133,213 |
|
|
$ |
14,573 |
|
| Operating Expenses |
|
|
|
|
| Interest expense |
|
$ |
76,317 |
|
|
$ |
7,986 |
|
| Professional fees |
|
2,757 |
|
|
580 |
|
| Organizational costs |
|
— |
|
|
40 |
|
| Total Operating Expenses |
|
79,074 |
|
|
8,606 |
|
| Net Investment Income (Loss) |
|
54,139 |
|
|
5,967 |
|
|
|
|
|
|
| Net Realized and Change in Unrealized Gain (Loss) |
|
|
|
|
| Net change in unrealized gain (loss) on investments |
|
(9,747) |
|
|
2,417 |
|
| Net realized gain (loss) on investments |
|
(894) |
|
|
487 |
|
| Total Net Realized and Change in Unrealized Gain (Loss) on Investments |
|
(10,641) |
|
|
2,904 |
|
| Net Increase (Decrease) in Members' Equity Resulting from Operations |
|
$ |
43,498 |
|
|
$ |
8,871 |
|
| Total Net Increase (Decrease) in Members’ Equity Resulting from Operations - Class A |
|
$ |
43,498 |
|
|
$ |
8,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The Company’s date of inception was May 6, 2024.
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands)
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Interest |
|
|
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|
|
|
|
|
|
|
| Company(1)(3)(4) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2) |
|
Fair Value |
|
Percentage of Members’ Equity(10) |
| Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
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| Advertising and media |
|
|
|
|
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|
|
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|
|
|
|
|
| Outfront Media Capital LLC(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
09/2032 |
|
$ |
3,900 |
|
|
$ |
3,895 |
|
|
$ |
3,909 |
|
|
|
| Project Boost Purchaser, LLC (dba J.D. Power)(6) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
07/2031 |
|
19,205 |
|
|
19,210 |
|
|
19,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,105 |
|
|
23,154 |
|
|
3.8 |
% |
| Aerospace and defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amentum Government Services Holdings LLC(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
09/2031 |
|
3,408 |
|
|
3,402 |
|
|
3,414 |
|
|
|
| American Airlines, Inc.(6) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
01/2027 |
|
658 |
|
|
656 |
|
|
657 |
|
|
|
| American Airlines, Inc.(6) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
02/2028 |
|
360 |
|
|
357 |
|
|
361 |
|
|
|
| American Airlines, Inc.(6) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
05/2032 |
|
3,805 |
|
|
3,768 |
|
|
3,822 |
|
|
|
| Arcline FM Holdings LLC(6) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
06/2030 |
|
8,321 |
|
|
8,320 |
|
|
8,344 |
|
|
|
| Avolon TLB Borrower 1 (US) LLC(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
06/2030 |
|
11,315 |
|
|
11,311 |
|
|
11,375 |
|
|
|
| Bleriot US Bidco Inc.(6) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
10/2030 |
|
21,844 |
|
|
21,844 |
|
|
21,945 |
|
|
|
| Brown Group Holdings, LLC(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
07/2031 |
|
497 |
|
|
497 |
|
|
500 |
|
|
|
| Brown Group Holdings, LLC(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
07/2031 |
|
9,983 |
|
|
9,983 |
|
|
10,028 |
|
|
|
| Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
10/2031 |
|
10,395 |
|
|
10,389 |
|
|
10,429 |
|
|
|
| Kaman Corporation(6) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
02/2032 |
|
10,886 |
|
|
10,876 |
|
|
10,923 |
|
|
|
| KBR, Inc(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
01/2031 |
|
990 |
|
|
993 |
|
|
994 |
|
|
|
| Propulsion (BC) Finco S.A.R.L.(6) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
12/2032 |
|
6,857 |
|
|
6,840 |
|
|
6,887 |
|
|
|
| Signia Aerospace LLC(6) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
12/2031 |
|
12,308 |
|
|
12,309 |
|
|
12,339 |
|
|
|
| Transdigm Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
03/2030 |
|
496 |
|
|
496 |
|
|
498 |
|
|
|
| Transdigm Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
01/2032 |
|
9,875 |
|
|
9,855 |
|
|
9,912 |
|
|
|
| Transdigm Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
08/2032 |
|
9,589 |
|
|
9,565 |
|
|
9,627 |
|
|
|
| United Airlines, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
02/2031 |
|
990 |
|
|
990 |
|
|
993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122,451 |
|
|
123,048 |
|
|
20.0 |
% |
| Automotive services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Belron Finance US LLC(6) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
10/2031 |
|
7,900 |
|
|
7,900 |
|
|
7,940 |
|
|
|
| Mavis Tire Express Services Topco Corp.(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
05/2028 |
|
2,845 |
|
|
2,845 |
|
|
2,854 |
|
|
|
| Mister Car Wash Holdings, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
03/2031 |
|
682 |
|
|
683 |
|
|
684 |
|
|
|
| VALVOLINE INC(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
12/2032 |
|
3,419 |
|
|
3,402 |
|
|
3,438 |
|
|
|
| Wand Newco 3, Inc. (dba Caliber )(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
01/2031 |
|
4,696 |
|
|
4,696 |
|
|
4,698 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,526 |
|
|
19,614 |
|
|
3.2 |
% |
| Buildings and real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| American Residential Services, LLC(6)(8) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
02/2032 |
|
7,190 |
|
|
7,171 |
|
|
7,208 |
|
|
|
| ARCOSA INC(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
10/2031 |
|
2,299 |
|
|
2,299 |
|
|
2,308 |
|
|
|
| Beacon Roofing Supply, Inc. (dba QXO)(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
04/2032 |
|
1,980 |
|
|
1,976 |
|
|
1,992 |
|
|
|
| Construction Partners, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
11/2031 |
|
425 |
|
|
425 |
|
|
427 |
|
|
|
| Cushman & Wakefield U.S. Borrower, LLC(5)(8) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
01/2030 |
|
2,752 |
|
|
2,724 |
|
|
2,763 |
|
|
|
| Hunter Douglas Inc(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
01/2032 |
|
1,327 |
|
|
1,324 |
|
|
1,332 |
|
|
|
| Knife River Corporation(6) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
03/2032 |
|
1,451 |
|
|
1,451 |
|
|
1,451 |
|
|
|
| MIWD Holdco II LLC(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
03/2031 |
|
10,426 |
|
|
10,276 |
|
|
10,476 |
|
|
|
| Park River Holdings Inc(6) |
|
First lien senior secured loan |
|
S + |
4.50 |
% |
— |
% |
|
03/2031 |
|
10,254 |
|
|
10,254 |
|
|
10,278 |
|
|
|
| Quikrete Holdings, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
03/2029 |
|
496 |
|
|
493 |
|
|
498 |
|
|
|
| Quikrete Holdings, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
02/2032 |
|
7,387 |
|
|
7,373 |
|
|
7,408 |
|
|
|
| Starwood Property Mortgage, L.L.C.(5)(8) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
11/2027 |
|
1,785 |
|
|
1,781 |
|
|
1,781 |
|
|
|
| Starwood Property Mortgage, L.L.C.(5) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
09/2032 |
|
3,868 |
|
|
3,863 |
|
|
3,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,410 |
|
|
51,800 |
|
|
8.4 |
% |
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
| Company(1)(3)(4) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2) |
|
Fair Value |
|
Percentage of Members’ Equity(10) |
| Business services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Boxer Parent Company Inc. (f/k/a BMC)(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
07/2031 |
|
18,750 |
|
|
18,592 |
|
|
18,686 |
|
|
|
| BrightView Landscapes, LLC(6)(8) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
04/2029 |
|
4,500 |
|
|
4,508 |
|
|
4,500 |
|
|
|
| CCC Intelligent Solutions Inc(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
01/2032 |
|
759 |
|
|
759 |
|
|
761 |
|
|
|
| ConnectWise, LLC(6) |
|
First lien senior secured loan |
|
S + |
3.50 |
% |
— |
% |
|
09/2028 |
|
10,625 |
|
|
10,631 |
|
|
10,419 |
|
|
|
| CoolSys, Inc.(6) |
|
First lien senior secured loan |
|
S + |
4.75 |
% |
— |
% |
|
08/2028 |
|
14,807 |
|
|
14,644 |
|
|
13,087 |
|
|
|
| IDEMIA Group SAS(6) |
|
First lien senior secured loan |
|
S + |
4.25 |
% |
— |
% |
|
09/2028 |
|
2,774 |
|
|
2,793 |
|
|
2,788 |
|
|
|
| IGT Holding IV AB (dba IFS)(6)(8) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
09/2031 |
|
1,290 |
|
|
1,290 |
|
|
1,297 |
|
|
|
| Kaseya Inc.(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
03/2032 |
|
12,473 |
|
|
12,432 |
|
|
12,474 |
|
|
|
| Madison Safety & Flow LLC(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
09/2031 |
|
2,068 |
|
|
2,068 |
|
|
2,080 |
|
|
|
| MKS Instruments, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
08/2029 |
|
216 |
|
|
217 |
|
|
217 |
|
|
|
| NVENT ELEC PUB LTD CO (dba Nvent Thermal LLC)(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
01/2032 |
|
13,965 |
|
|
13,904 |
|
|
14,047 |
|
|
|
| Ping Identity Holding Corp.(6) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
11/2032 |
|
12,331 |
|
|
12,301 |
|
|
12,347 |
|
|
|
| PINNACLE BUYER, LLC(6) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
10/2032 |
|
17,228 |
|
|
17,185 |
|
|
17,281 |
|
|
|
| Plano HoldCo, Inc. (dba Perficient)(6)(8) |
|
First lien senior secured loan |
|
S + |
3.50 |
% |
— |
% |
|
10/2031 |
|
5,955 |
|
|
5,933 |
|
|
5,761 |
|
|
|
| Plusgrade Inc.(5) |
|
First lien senior secured loan |
|
S + |
3.50 |
% |
— |
% |
|
03/2031 |
|
9,259 |
|
|
9,260 |
|
|
9,259 |
|
|
|
| Pye-Barker Fire & Safety, LLC(6) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
12/2032 |
|
17,013 |
|
|
16,929 |
|
|
17,112 |
|
|
|
| Red Planet Borrower, LLC (dba Liftoff Mobile)(5) |
|
First lien senior secured loan |
|
S + |
4.00 |
% |
— |
% |
|
08/2032 |
|
16,232 |
|
|
16,074 |
|
|
16,246 |
|
|
|
| Shift4 Payments, LLC(6) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
06/2032 |
|
8,611 |
|
|
8,611 |
|
|
8,655 |
|
|
|
| Tecta America Corp.(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
02/2032 |
|
23,200 |
|
|
23,198 |
|
|
23,267 |
|
|
|
| Vestis Corp(6) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
02/2031 |
|
1,026 |
|
|
987 |
|
|
936 |
|
|
|
| VM Consolidated, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
10/2032 |
|
3,273 |
|
|
3,266 |
|
|
3,294 |
|
|
|
| XPLOR T1, LLC(6)(8) |
|
First lien senior secured loan |
|
S + |
3.50 |
% |
— |
% |
|
12/2032 |
|
24,745 |
|
|
24,649 |
|
|
24,745 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
220,231 |
|
|
219,259 |
|
|
35.7 |
% |
| Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Advancion Holdings, LLC (fka Aruba Investments Holdings, LLC)(5)(8) |
|
First lien senior secured loan |
|
S + |
4.00 |
% |
— |
% |
|
11/2027 |
|
17,331 |
|
|
17,331 |
|
|
15,772 |
|
|
|
| Axalta Coating Systems US Holdings INC(6) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
12/2029 |
|
867 |
|
|
867 |
|
|
868 |
|
|
|
| Derby Buyer LLC (dba Delrin)(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
11/2030 |
|
9,826 |
|
|
9,826 |
|
|
9,849 |
|
|
|
| Entegris, Inc.(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
07/2029 |
|
600 |
|
|
602 |
|
|
603 |
|
|
|
| FORMULATIONS PARENT CORPORATION (dba Chase Corporation)(6) |
|
First lien senior secured loan |
|
S + |
4.00 |
% |
— |
% |
|
04/2032 |
|
2,353 |
|
|
2,331 |
|
|
2,345 |
|
|
|
| Ineos US Finance LLC(5) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
02/2030 |
|
3,960 |
|
|
3,888 |
|
|
3,193 |
|
|
|
| MSOF BEACON LLC(5)(8) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
12/2032 |
|
10,263 |
|
|
10,195 |
|
|
10,255 |
|
|
|
| Nouryon Finance B.V.(7) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
04/2028 |
|
11,937 |
|
|
11,907 |
|
|
11,996 |
|
|
|
| Windsor Holdings III LLC(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
08/2030 |
|
6,942 |
|
|
6,760 |
|
|
6,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,707 |
|
|
61,833 |
|
|
10.1 |
% |
| Consumer products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ACP Tara Holdings, Inc. (dba Arcadia)(6)(8) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
12/2032 |
|
15,554 |
|
|
15,516 |
|
|
15,631 |
|
|
|
| ASGN Incorporated(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
08/2030 |
|
495 |
|
|
500 |
|
|
497 |
|
|
|
| BEP Intermediate Holdco, LLC (dba Buyers Edge Platform)(5)(8) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
04/2031 |
|
7,331 |
|
|
7,331 |
|
|
7,386 |
|
|
|
| HomeServe USA Holding Corp.(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
10/2030 |
|
3,975 |
|
|
3,962 |
|
|
3,977 |
|
|
|
| Novelis Inc(6) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
03/2032 |
|
4,609 |
|
|
4,609 |
|
|
4,624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,918 |
|
|
32,115 |
|
|
5.2 |
% |
| Containers and packaging |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Berlin Packaging(5) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
06/2031 |
|
7,501 |
|
|
7,484 |
|
|
7,515 |
|
|
|
| Charter NEX US, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
11/2030 |
|
4,216 |
|
|
4,214 |
|
|
4,222 |
|
|
|
| Clydesdale Acquisition Holdings, Inc. (dba Novolex)(5) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
03/2032 |
|
14,405 |
|
|
14,305 |
|
|
14,386 |
|
|
|
| Plastipak Holdings Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
09/2032 |
|
22,507 |
|
|
22,398 |
|
|
22,555 |
|
|
|
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
| Company(1)(3)(4) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2) |
|
Fair Value |
|
Percentage of Members’ Equity(10) |
| Pregis Topco LLC(5) |
|
First lien senior secured loan |
|
S + |
4.00 |
% |
— |
% |
|
02/2029 |
|
4,861 |
|
|
4,851 |
|
|
4,899 |
|
|
|
| ProAmpac PG Borrower LLC(6) |
|
First lien senior secured loan |
|
S + |
4.00 |
% |
— |
% |
|
09/2028 |
|
8,194 |
|
|
8,181 |
|
|
8,199 |
|
|
|
| Ring Container Technologies Group, LLC(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
09/2032 |
|
17,077 |
|
|
17,034 |
|
|
17,116 |
|
|
|
| SupplyOne, Inc.(5) |
|
First lien senior secured loan |
|
S + |
3.50 |
% |
— |
% |
|
04/2031 |
|
16,175 |
|
|
16,166 |
|
|
16,197 |
|
|
|
| Tricorbraun Holdings, Inc.(5) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
03/2028 |
|
20,659 |
|
|
20,484 |
|
|
19,949 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115,117 |
|
|
115,038 |
|
|
18.7 |
% |
| Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AI Aqua Merger Sub, Inc. (dba Culligan)(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
07/2028 |
|
11,718 |
|
|
11,593 |
|
|
11,739 |
|
|
|
| Avient Corporation(6) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
08/2029 |
|
3,385 |
|
|
3,399 |
|
|
3,404 |
|
|
|
| BCPE Empire Holdings, Inc. (dba Imperial-Dade)(5) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
12/2030 |
|
17,820 |
|
|
17,820 |
|
|
17,604 |
|
|
|
| BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC)(6) |
|
First lien senior secured loan |
|
S + |
3.50 |
% |
— |
% |
|
12/2030 |
|
24,002 |
|
|
23,637 |
|
|
23,717 |
|
|
|
| Paint Intermediate III LLC (dba Wesco Group)(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
10/2031 |
|
20,091 |
|
|
20,019 |
|
|
20,168 |
|
|
|
| White Cap Supply Holdings, LLC(5) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
10/2029 |
|
2,897 |
|
|
2,886 |
|
|
2,908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,354 |
|
|
79,540 |
|
|
13.0 |
% |
| Education |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ellucian Holdings Inc. (f/k/a Sophia, L.P.)(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
10/2029 |
|
9,738 |
|
|
9,738 |
|
|
9,786 |
|
|
|
| Renaissance Learning, Inc.(5) |
|
First lien senior secured loan |
|
S + |
4.00 |
% |
— |
% |
|
04/2030 |
|
5,137 |
|
|
4,974 |
|
|
4,475 |
|
|
|
| Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(6) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
10/2030 |
|
13,847 |
|
|
13,846 |
|
|
13,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,558 |
|
|
28,166 |
|
|
4.6 |
% |
| Energy equipment and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AZZ Inc.(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
05/2029 |
|
2,599 |
|
|
2,610 |
|
|
2,605 |
|
|
|
| Brookfield WEC Holdings Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
01/2031 |
|
4,045 |
|
|
4,045 |
|
|
4,050 |
|
|
|
| Calpine Construction Finance Company(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
07/2030 |
|
3,000 |
|
|
3,000 |
|
|
3,002 |
|
|
|
| Calpine Corporation(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
01/2031 |
|
1,500 |
|
|
1,499 |
|
|
1,500 |
|
|
|
| Calpine Corporation(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
02/2032 |
|
4,000 |
|
|
3,990 |
|
|
3,998 |
|
|
|
| Centuri Group, Inc(5) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
07/2032 |
|
4,826 |
|
|
4,826 |
|
|
4,840 |
|
|
|
| Fleet U.S. Bidco Inc.(7)(8) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
02/2031 |
|
19,758 |
|
|
19,760 |
|
|
19,808 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,730 |
|
|
39,803 |
|
|
6.5 |
% |
| Financial services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AllSpring Buyer(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
11/2030 |
|
1,910 |
|
|
1,906 |
|
|
1,919 |
|
|
|
| Ascensus Holdings, Inc.(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
11/2032 |
|
7,895 |
|
|
7,876 |
|
|
7,882 |
|
|
|
| BCPE Pequod Buyer, Inc. (dba Envestnet)(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
11/2031 |
|
18,309 |
|
|
18,287 |
|
|
18,338 |
|
|
|
| Boost Newco Borrower, LLC (dba WorldPay)(6) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
01/2031 |
|
6,948 |
|
|
6,835 |
|
|
6,952 |
|
|
|
| Chrysaor Bidco s.à r.l. (dba AlterDomus)(6) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
10/2031 |
|
6,610 |
|
|
6,603 |
|
|
6,651 |
|
|
|
| Citadel Securities, LP(6) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
10/2031 |
|
7,033 |
|
|
7,033 |
|
|
7,067 |
|
|
|
| Citco Funding LLC(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
04/2028 |
|
1,980 |
|
|
1,988 |
|
|
1,992 |
|
|
|
| Citrin Cooperman Advisors LLC(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
04/2032 |
|
6,734 |
|
|
6,708 |
|
|
6,751 |
|
|
|
| Cohnreznick Advisory LLC(6) |
|
First lien senior secured loan |
|
S + |
3.50 |
% |
— |
% |
|
03/2032 |
|
6,343 |
|
|
6,319 |
|
|
6,362 |
|
|
|
| Creative Planning, LLC(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
05/2031 |
|
7,644 |
|
|
7,592 |
|
|
7,658 |
|
|
|
| EP Wealth Advisors, LLC(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
10/2032 |
|
3,993 |
|
|
3,983 |
|
|
4,003 |
|
|
|
| First Eagle Holdings, Inc.(6) |
|
First lien senior secured loan |
|
S + |
3.50 |
% |
— |
% |
|
08/2032 |
|
9,144 |
|
|
9,003 |
|
|
9,125 |
|
|
|
| Focus Financial Partners, LLC(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
09/2031 |
|
14,196 |
|
|
14,191 |
|
|
14,215 |
|
|
|
| Grant Thornton Advisors LLC(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
06/2031 |
|
3,282 |
|
|
3,261 |
|
|
3,285 |
|
|
|
| Grant Thornton Advisors LLC(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
06/2031 |
|
2,245 |
|
|
2,219 |
|
|
2,252 |
|
|
|
| Guggenheim Partners Investment Management Holdings, LLC(6) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
11/2031 |
|
5,940 |
|
|
5,928 |
|
|
5,960 |
|
|
|
| Kestra Advisor Services Holdings A, Inc.(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
03/2031 |
|
5,400 |
|
|
5,401 |
|
|
5,406 |
|
|
|
| MARINER WEALTH ADVISORS, LLC(6) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
12/2030 |
|
4,891 |
|
|
4,891 |
|
|
4,913 |
|
|
|
| OneDigital Borrower LLC(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
07/2031 |
|
15,464 |
|
|
15,464 |
|
|
15,469 |
|
|
|
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
| Company(1)(3)(4) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2) |
|
Fair Value |
|
Percentage of Members’ Equity(10) |
| Orion Advisor Solutions Inc(6) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
09/2030 |
|
10,487 |
|
|
10,487 |
|
|
10,500 |
|
|
|
| Orion US Finco Inc. (dba OSTTRA)(5) |
|
First lien senior secured loan |
|
S + |
3.50 |
% |
— |
% |
|
05/2032 |
|
8,767 |
|
|
8,767 |
|
|
8,818 |
|
|
|
| PPI Holding US INC. (dba Nuvei)(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
11/2031 |
|
3,095 |
|
|
3,082 |
|
|
3,108 |
|
|
|
| Pushpay USA Inc(7)(8) |
|
First lien senior secured loan |
|
S + |
3.75 |
% |
— |
% |
|
08/2031 |
|
5,758 |
|
|
5,757 |
|
|
5,729 |
|
|
|
| Saphilux S.a.r.L. (dba IQ-EQ)(7) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
07/2028 |
|
19,474 |
|
|
19,474 |
|
|
19,583 |
|
|
|
| TMF Sapphire Bidco B.V.(6) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
05/2028 |
|
2,231 |
|
|
2,229 |
|
|
2,241 |
|
|
|
| Victory Capital Holdings Inc(6) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
09/2032 |
|
7,090 |
|
|
7,082 |
|
|
7,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
192,366 |
|
|
193,300 |
|
|
31.5 |
% |
| Food and beverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1011778 BC / NEW RED FIN (dba Restaurant Brands)(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
09/2030 |
|
1,898 |
|
|
1,890 |
|
|
1,898 |
|
|
|
| Aramark Services, Inc.(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
06/2030 |
|
5,949 |
|
|
5,949 |
|
|
5,962 |
|
|
|
| Aspire Bakeries Holdings, LLC(5) |
|
First lien senior secured loan |
|
S + |
3.50 |
% |
— |
% |
|
12/2030 |
|
4,208 |
|
|
4,208 |
|
|
4,221 |
|
|
|
| Balrog Acquisition, Inc. (dba Bakemark)(5) |
|
First lien senior secured loan |
|
S + |
4.00 |
% |
— |
% |
|
09/2028 |
|
15,051 |
|
|
15,082 |
|
|
12,455 |
|
|
|
| Chobani LLC(5) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
10/2032 |
|
8,802 |
|
|
8,802 |
|
|
8,837 |
|
|
|
| Fiesta Purchaser, Inc. (dba Shearer's Foods)(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
02/2031 |
|
14,288 |
|
|
14,288 |
|
|
14,268 |
|
|
|
| FRONERI US INC(7) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
09/2031 |
|
3,970 |
|
|
3,962 |
|
|
3,966 |
|
|
|
| FRONERI US INC(6) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
09/2032 |
|
14,416 |
|
|
14,384 |
|
|
14,410 |
|
|
|
| IRB Holding Corp (dba Inspire Brands, Inc.)(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
12/2030 |
|
14,157 |
|
|
14,157 |
|
|
14,184 |
|
|
|
| Pegasus BidCo B.V.(6) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
07/2029 |
|
7,438 |
|
|
7,437 |
|
|
7,447 |
|
|
|
| Raising Cane's Restaurants, LLC(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
11/2032 |
|
13,496 |
|
|
13,463 |
|
|
13,521 |
|
|
|
| Red SPV, LLC(5) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
03/2032 |
|
9,476 |
|
|
9,433 |
|
|
9,472 |
|
|
|
| Savor Acquisition, Inc. (dba Sauer Brands)(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
02/2032 |
|
5,522 |
|
|
5,502 |
|
|
5,540 |
|
|
|
| Simply Good Foods USA, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
03/2030 |
|
6,853 |
|
|
6,819 |
|
|
6,875 |
|
|
|
| Snacking Investments US LLC (dba Arnott's Group)(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
10/2032 |
|
7,382 |
|
|
7,364 |
|
|
7,419 |
|
|
|
| Utz Quality Foods, LLC(6) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
01/2032 |
|
2,550 |
|
|
2,550 |
|
|
2,560 |
|
|
|
| Whatabrands LLC (dba Whataburger Restaurants LLC)(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
08/2028 |
|
7,361 |
|
|
7,327 |
|
|
7,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142,617 |
|
|
140,414 |
|
|
22.9 |
% |
| Healthcare equipment and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Agiliti Health(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
05/2030 |
|
990 |
|
|
963 |
|
|
968 |
|
|
|
| ARGENT FINCO LLC(6)(8) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
11/2032 |
|
4,571 |
|
|
4,560 |
|
|
4,594 |
|
|
|
| Azalea TopCo, Inc. (dba Press Ganey)(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
04/2031 |
|
6,377 |
|
|
6,382 |
|
|
6,385 |
|
|
|
| Confluent Medical Technologies, Inc.(6)(8) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
02/2029 |
|
9,714 |
|
|
9,714 |
|
|
9,763 |
|
|
|
| Curium BidCo S.A.R.L (dba Curium Pharma)(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
08/2031 |
|
9,685 |
|
|
9,640 |
|
|
9,766 |
|
|
|
| Global Medical Response, Inc.(6) |
|
First lien senior secured loan |
|
S + |
3.50 |
% |
— |
% |
|
10/2032 |
|
12,642 |
|
|
12,611 |
|
|
12,714 |
|
|
|
| LUMEXA IMAGING INC(6)(8) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
12/2032 |
|
5,333 |
|
|
5,320 |
|
|
5,360 |
|
|
|
| Medline Borrower, LP(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
10/2030 |
|
15,405 |
|
|
15,388 |
|
|
15,455 |
|
|
|
| NSM Top Holdings Corp. (dba National Seating & Mobility)(6)(8) |
|
First lien senior secured loan |
|
S + |
4.25 |
% |
— |
% |
|
05/2029 |
|
10,802 |
|
|
10,775 |
|
|
10,829 |
|
|
|
| Resonetics, LLC(6) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
06/2031 |
|
15,296 |
|
|
15,296 |
|
|
15,312 |
|
|
|
| Sharp Services, LLC(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
09/2032 |
|
2,217 |
|
|
2,206 |
|
|
2,222 |
|
|
|
| Zest Acquisition Corp.(6)(8) |
|
First lien senior secured loan |
|
S + |
5.25 |
% |
— |
% |
|
02/2028 |
|
990 |
|
|
995 |
|
|
968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,850 |
|
|
94,336 |
|
|
15.4 |
% |
| Healthcare providers and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CHG Healthcare Services, Inc.(6) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
09/2028 |
|
3,216 |
|
|
3,217 |
|
|
3,230 |
|
|
|
| CHG PPC Parent LLC(5)(8) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
12/2028 |
|
4,193 |
|
|
4,181 |
|
|
4,203 |
|
|
|
| Concentra(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
07/2031 |
|
1,489 |
|
|
1,495 |
|
|
1,498 |
|
|
|
| Confluent Health, LLC(5)(8) |
|
First lien senior secured loan |
|
S + |
4.00 |
% |
— |
% |
|
11/2028 |
|
13,346 |
|
|
13,172 |
|
|
11,811 |
|
|
|
| Covetrus, Inc.(6)(8) |
|
First lien senior secured loan |
|
S + |
5.00 |
% |
— |
% |
|
10/2029 |
|
15,976 |
|
|
15,369 |
|
|
14,857 |
|
|
|
| Electron Bidco Inc (dba ExamWorks)(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
11/2028 |
|
1,985 |
|
|
1,985 |
|
|
1,994 |
|
|
|
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
| Company(1)(3)(4) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2) |
|
Fair Value |
|
Percentage of Members’ Equity(10) |
| Inizio Group Limited (dba UDG Healthcare)(6)(8) |
|
First lien senior secured loan |
|
S + |
4.25 |
% |
— |
% |
|
08/2028 |
|
3,080 |
|
|
3,033 |
|
|
2,995 |
|
|
|
| LSCS Holdings, Inc.(6) |
|
First lien senior secured loan |
|
S + |
4.50 |
% |
— |
% |
|
03/2032 |
|
12,899 |
|
|
12,837 |
|
|
12,614 |
|
|
|
| Onex TSG Intermediate Corporation(6) |
|
First lien senior secured loan |
|
S + |
3.75 |
% |
— |
% |
|
08/2032 |
|
7,263 |
|
|
7,227 |
|
|
7,299 |
|
|
|
| Option Care Health, Inc(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
09/2032 |
|
3,105 |
|
|
3,098 |
|
|
3,120 |
|
|
|
| Pacific Dental Services, LLC(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
03/2031 |
|
4,768 |
|
|
4,768 |
|
|
4,784 |
|
|
|
| Phoenix Guarantor Inc(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
02/2031 |
|
742 |
|
|
742 |
|
|
746 |
|
|
|
| Phoenix Newco, Inc. (dba Parexel)(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
12/2031 |
|
32,066 |
|
|
31,986 |
|
|
32,152 |
|
|
|
| Select Medical Corp.(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
12/2031 |
|
3,565 |
|
|
3,563 |
|
|
3,556 |
|
|
|
| Soliant Lower Intermediate, LLC (dba Soliant)(7) |
|
First lien senior secured loan |
|
S + |
3.75 |
% |
— |
% |
|
07/2031 |
|
9,587 |
|
|
9,652 |
|
|
7,694 |
|
|
|
| Surgery Center Holdings, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
12/2030 |
|
3,664 |
|
|
3,655 |
|
|
3,676 |
|
|
|
| WCG Intermediate Corp. (f/k/a Da Vinci Purchaser Corp.) (dba WCG)(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
02/2032 |
|
7,458 |
|
|
7,425 |
|
|
7,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
127,405 |
|
|
123,697 |
|
|
20.1 |
% |
| Healthcare technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Athenahealth Group Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
02/2029 |
|
12,304 |
|
|
12,299 |
|
|
12,316 |
|
|
|
| Certara(5)(8) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
06/2031 |
|
495 |
|
|
495 |
|
|
499 |
|
|
|
| Cotiviti, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
03/2032 |
|
4,441 |
|
|
4,399 |
|
|
4,255 |
|
|
|
| Cotiviti, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
05/2031 |
|
5,467 |
|
|
5,431 |
|
|
5,244 |
|
|
|
| Ensemble RCM, LLC(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
08/2029 |
|
11,446 |
|
|
11,425 |
|
|
11,495 |
|
|
|
| Imprivata, Inc.(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
12/2027 |
|
15,014 |
|
|
15,014 |
|
|
15,059 |
|
|
|
| IQVIA, Inc.(6) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
01/2031 |
|
1,985 |
|
|
1,993 |
|
|
1,996 |
|
|
|
| PointClickCare Technologies, Inc.(6) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
11/2031 |
|
16,833 |
|
|
16,833 |
|
|
16,840 |
|
|
|
| Project Ruby Ultimate Parent Corp. (dba Wellsky)(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
03/2028 |
|
11,785 |
|
|
11,786 |
|
|
11,812 |
|
|
|
| Raven Acquisition Holdings, LLC (dba R1 RCM)(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
11/2031 |
|
994 |
|
|
998 |
|
|
997 |
|
|
|
| Raven Acquisition Holdings, LLC (dba R1 RCM)(6) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
04/2031 |
|
6,980 |
|
|
6,951 |
|
|
7,000 |
|
|
|
| Southern Veterinary Partners, LLC(6) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
12/2031 |
|
25,170 |
|
|
25,170 |
|
|
25,130 |
|
|
|
| Waystar Technologies, Inc. (F/K/A Navicure, Inc.)(5)(8) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
10/2029 |
|
4,728 |
|
|
4,728 |
|
|
4,752 |
|
|
|
| Zelis Cost Management Buyer, Inc.(5) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
11/2031 |
|
11,459 |
|
|
11,412 |
|
|
11,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128,934 |
|
|
128,755 |
|
|
21.0 |
% |
| Household products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Energizer Holdings, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
03/2032 |
|
890 |
|
|
888 |
|
|
890 |
|
|
|
| Samsonite International S.A.(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
10/2032 |
|
2,980 |
|
|
2,965 |
|
|
2,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,853 |
|
|
3,879 |
|
|
0.6 |
% |
| Human resource support services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AQ Carver Buyer, Inc. (dba CoAdvantage)(6) |
|
First lien senior secured loan |
|
S + |
5.50 |
% |
— |
% |
|
08/2029 |
|
1,980 |
|
|
1,986 |
|
|
1,878 |
|
|
|
| Dawn Bidco, LLC (dba Dayforce)(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
10/2032 |
|
21,518 |
|
|
21,464 |
|
|
21,441 |
|
|
|
| iSolved, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
10/2030 |
|
16,572 |
|
|
16,569 |
|
|
16,598 |
|
|
|
| UKG Inc. (dba Ultimate Software)(6) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
02/2031 |
|
17,355 |
|
|
17,356 |
|
|
17,362 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,375 |
|
|
57,279 |
|
|
9.3 |
% |
| Infrastructure and environmental services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ASP Acuren Holdings, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
07/2031 |
|
8,457 |
|
|
8,457 |
|
|
8,491 |
|
|
|
| Clean Harbors Inc(5) |
|
First lien senior secured loan |
|
S + |
1.50 |
% |
— |
% |
|
09/2032 |
|
3,022 |
|
|
3,022 |
|
|
3,047 |
|
|
|
| Geosyntec Consultants, Inc.(5)(8) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
07/2031 |
|
10,431 |
|
|
10,431 |
|
|
10,484 |
|
|
|
| GFL Environmental Services Inc.(6) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
03/2032 |
|
5,512 |
|
|
5,510 |
|
|
5,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,420 |
|
|
27,551 |
|
|
4.5 |
% |
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acrisure, LLC(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
11/2030 |
|
7,924 |
|
|
7,924 |
|
|
7,909 |
|
|
|
| Acrisure, LLC(5) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
06/2032 |
|
1,923 |
|
|
1,918 |
|
|
1,922 |
|
|
|
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
| Company(1)(3)(4) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2) |
|
Fair Value |
|
Percentage of Members’ Equity(10) |
| Alera Group, Inc.(5) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
05/2032 |
|
17,279 |
|
|
17,197 |
|
|
17,353 |
|
|
|
| Alliant Holdings Intermediate LLC(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
09/2031 |
|
5,971 |
|
|
5,971 |
|
|
5,983 |
|
|
|
| AmWINS Group, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
01/2032 |
|
16,002 |
|
|
15,932 |
|
|
16,042 |
|
|
|
| Ardonagh Midco 3 PLC(6) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
02/2031 |
|
11,071 |
|
|
11,042 |
|
|
11,036 |
|
|
|
| Asurion, LLC(5) |
|
First lien senior secured loan |
|
S + |
4.25 |
% |
— |
% |
|
08/2028 |
|
7,712 |
|
|
7,690 |
|
|
7,722 |
|
|
|
| Baldwin Insurance Group Holdings LLC (dba The Baldwin Group)(6) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
05/2031 |
|
6,857 |
|
|
6,823 |
|
|
6,835 |
|
|
|
| Broadstreet Partners, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
06/2031 |
|
10,890 |
|
|
10,890 |
|
|
10,922 |
|
|
|
| CFC USA 2025 LLC (dba CFC Insurance)(6) |
|
First lien senior secured loan |
|
S + |
3.75 |
% |
— |
% |
|
07/2032 |
|
6,419 |
|
|
6,357 |
|
|
6,235 |
|
|
|
| Hub International(6) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
06/2030 |
|
3,476 |
|
|
3,476 |
|
|
3,492 |
|
|
|
| Hyperion Refinance S.à r.l (dba Howden Group)(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
04/2030 |
|
18,736 |
|
|
18,735 |
|
|
18,771 |
|
|
|
| Hyperion Refinance S.à r.l (dba Howden Group)(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
02/2031 |
|
3,515 |
|
|
3,515 |
|
|
3,520 |
|
|
|
| IMA Financial Group, Inc.(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
11/2028 |
|
8,383 |
|
|
8,362 |
|
|
8,397 |
|
|
|
| Mitchell International, Inc.(5) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
06/2031 |
|
8,379 |
|
|
8,343 |
|
|
8,401 |
|
|
|
| Ryan Specialty Group LLC(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
09/2031 |
|
745 |
|
|
749 |
|
|
745 |
|
|
|
| Summit Acquisition Inc. (dba K2 Insurance Services)(5)(8) |
|
First lien senior secured loan |
|
S + |
3.50 |
% |
— |
% |
|
10/2031 |
|
3,737 |
|
|
3,737 |
|
|
3,756 |
|
|
|
| The Liberty Company Insurance Brokers, LLC(6)(8) |
|
First lien senior secured loan |
|
S + |
3.75 |
% |
— |
% |
|
10/2032 |
|
4,437 |
|
|
4,415 |
|
|
4,448 |
|
|
|
| Trucordia Insurance Holdings, LLC(5)(8) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
06/2032 |
|
24,938 |
|
|
24,877 |
|
|
24,750 |
|
|
|
| Truist Insurance Holdings, LLC(6) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
05/2031 |
|
7,673 |
|
|
7,670 |
|
|
7,676 |
|
|
|
| USI, Inc.(6) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
09/2030 |
|
1,012 |
|
|
1,012 |
|
|
1,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
176,635 |
|
|
176,929 |
|
|
28.8 |
% |
| Internet software and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Avalara, Inc.(6) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
03/2032 |
|
14,118 |
|
|
14,119 |
|
|
14,169 |
|
|
|
| Cloud Software Group, Inc.(6) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
03/2031 |
|
4,963 |
|
|
4,963 |
|
|
4,967 |
|
|
|
| Cloud Software Group, Inc.(6) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
08/2032 |
|
8,784 |
|
|
8,784 |
|
|
8,789 |
|
|
|
| Clover Holdings 2, LLC (dba Cohesity)(5) |
|
First lien senior secured loan |
|
S + |
3.96 |
% |
— |
% |
|
12/2031 |
|
19,545 |
|
|
19,344 |
|
|
19,527 |
|
|
|
| Dayforce Inc(6)(8) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
03/2031 |
|
1,980 |
|
|
1,981 |
|
|
1,973 |
|
|
|
| Delta TopCo, Inc. (dba Infoblox, Inc.)(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
11/2029 |
|
21,787 |
|
|
21,651 |
|
|
21,658 |
|
|
|
| Epicor(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
05/2031 |
|
742 |
|
|
745 |
|
|
744 |
|
|
|
| Gen Digital Inc(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
04/2032 |
|
3,308 |
|
|
3,292 |
|
|
3,310 |
|
|
|
| Genesys Cloud Services, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
01/2032 |
|
14,123 |
|
|
14,093 |
|
|
14,079 |
|
|
|
| Javelin Buyer, Inc. (dba JAGGAER)(6) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
12/2031 |
|
2,729 |
|
|
2,729 |
|
|
2,736 |
|
|
|
| KnowBe4, Inc.(6) |
|
First lien senior secured loan |
|
S + |
3.75 |
% |
— |
% |
|
07/2032 |
|
15,707 |
|
|
15,696 |
|
|
15,698 |
|
|
|
| McAfee Corp.(5) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
03/2029 |
|
4,245 |
|
|
4,227 |
|
|
3,904 |
|
|
|
| Project Alpha Intermediate Holding, Inc. (dba Qlik)(6) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
10/2030 |
|
7,089 |
|
|
7,072 |
|
|
7,073 |
|
|
|
| Proofpoint, Inc.(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
08/2028 |
|
20,703 |
|
|
20,606 |
|
|
20,790 |
|
|
|
| Quartz Acquireco, LLC (dba Qualtrics)(6)(8) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
06/2030 |
|
495 |
|
|
494 |
|
|
494 |
|
|
|
| Sedgwick Claims Management Services, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
07/2031 |
|
21,727 |
|
|
21,720 |
|
|
21,790 |
|
|
|
| SONICWALL US Holdings, Inc.(6) |
|
First lien senior secured loan |
|
S + |
5.00 |
% |
— |
% |
|
05/2028 |
|
2,972 |
|
|
2,956 |
|
|
1,899 |
|
|
|
| Sophos Holdings, LLC(5) |
|
First lien senior secured loan |
|
S + |
3.50 |
% |
— |
% |
|
03/2027 |
|
11,823 |
|
|
11,811 |
|
|
11,821 |
|
|
|
| SS&C(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
05/2031 |
|
8,024 |
|
|
8,033 |
|
|
8,068 |
|
|
|
| Starlight Parent, LLC (dba SolarWinds)(6) |
|
First lien senior secured loan |
|
S + |
4.00 |
% |
— |
% |
|
04/2032 |
|
9,297 |
|
|
9,039 |
|
|
9,274 |
|
|
|
| Storable, Inc.(5) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
04/2031 |
|
11,584 |
|
|
11,581 |
|
|
11,628 |
|
|
|
| UST Holdings, Ltd.(5)(8) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
11/2028 |
|
5,928 |
|
|
5,938 |
|
|
5,943 |
|
|
|
| VERDE PURCHASER LLC (dba Veritiv Corp)(6) |
|
First lien senior secured loan |
|
S + |
4.00 |
% |
— |
% |
|
11/2030 |
|
10,546 |
|
|
10,528 |
|
|
10,535 |
|
|
|
| Vertiv Group Corp.(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
08/2032 |
|
3,990 |
|
|
3,990 |
|
|
4,007 |
|
|
|
| VIAVI SOLUTIONS INC(6)(8) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
10/2032 |
|
6,306 |
|
|
6,292 |
|
|
6,338 |
|
|
|
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
| Company(1)(3)(4) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2) |
|
Fair Value |
|
Percentage of Members’ Equity(10) |
| VIRTUSA CORPORATION(5) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
02/2029 |
|
2,372 |
|
|
2,380 |
|
|
2,376 |
|
|
|
| VS Buyer LLC (dba Veeam Software)(6) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
04/2031 |
|
12,162 |
|
|
12,096 |
|
|
12,192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246,160 |
|
|
245,782 |
|
|
40.0 |
% |
| Investment funds and vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Chicago US MidCo III, LP(5)(8) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
11/2032 |
|
15,032 |
|
|
14,995 |
|
|
15,069 |
|
|
|
| Grosvenor(5) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
02/2030 |
|
545 |
|
|
547 |
|
|
547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,542 |
|
|
15,616 |
|
|
2.5 |
% |
| Leisure and entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cedar Fair, L.P. (dba Six Flags Entertainment Corp)(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
05/2031 |
|
4,723 |
|
|
4,691 |
|
|
4,663 |
|
|
|
| Delta 2 (Lux) SARL (dba Formula One)(6) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
09/2031 |
|
2,000 |
|
|
2,008 |
|
|
2,005 |
|
|
|
| GBT US III LLC (dba Global Business Travel Group, Inc.)(6) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
07/2031 |
|
4,714 |
|
|
4,684 |
|
|
4,726 |
|
|
|
| Live Nation Entertainment, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
10/2032 |
|
11,490 |
|
|
11,434 |
|
|
11,490 |
|
|
|
| WMG Acquisition Corp(6) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
01/2031 |
|
1,000 |
|
|
1,002 |
|
|
1,002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,819 |
|
|
23,886 |
|
|
3.9 |
% |
| Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ALLIANCE LAUNDRY SYSTEMS LLC(6) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
08/2031 |
|
7,105 |
|
|
7,105 |
|
|
7,132 |
|
|
|
| Altar Bidco, Inc.(5) |
|
First lien senior secured loan |
|
S + |
3.10 |
% |
— |
% |
|
02/2029 |
|
6,352 |
|
|
6,260 |
|
|
6,276 |
|
|
|
| Chariot Buyer LLC (dba Chamberlain Group)(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
09/2032 |
|
12,213 |
|
|
12,215 |
|
|
12,231 |
|
|
|
| Columbus McKinnon Corp.(6)(8) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
05/2028 |
|
963 |
|
|
965 |
|
|
963 |
|
|
|
| DXP Enterprises, Inc.(5) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
10/2030 |
|
10,671 |
|
|
10,671 |
|
|
10,749 |
|
|
|
| EMRLD Borrower LP (dba Emerson)(6) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
05/2030 |
|
11,455 |
|
|
11,456 |
|
|
11,478 |
|
|
|
| Engineered Machinery Holdings, Inc. (dba Duravant)(6) |
|
First lien senior secured loan |
|
S + |
3.25 |
% |
— |
% |
|
11/2032 |
|
22,666 |
|
|
22,607 |
|
|
22,790 |
|
|
|
| Filtration Group Corporation(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
10/2028 |
|
10,449 |
|
|
10,449 |
|
|
10,497 |
|
|
|
| Gates Global LLC(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
11/2029 |
|
812 |
|
|
809 |
|
|
813 |
|
|
|
| Gloves Buyer, Inc. (dba Protective Industrial Products)(5) |
|
First lien senior secured loan |
|
S + |
4.00 |
% |
— |
% |
|
05/2032 |
|
11,661 |
|
|
11,606 |
|
|
11,587 |
|
|
|
| Legence Holdings LLC(5) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
12/2031 |
|
6,716 |
|
|
6,719 |
|
|
6,755 |
|
|
|
| MADISON IAQ LLC(7) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
06/2028 |
|
807 |
|
|
807 |
|
|
811 |
|
|
|
| MADISON IAQ LLC(6) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
11/2032 |
|
22,537 |
|
|
22,537 |
|
|
22,661 |
|
|
|
| Pro Mach Group, Inc.(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
10/2032 |
|
19,965 |
|
|
19,915 |
|
|
20,085 |
|
|
|
| SPECTRIS(6) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
09/2032 |
|
13,265 |
|
|
13,233 |
|
|
13,315 |
|
|
|
| Watlow Electric Manufacturing Company(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
03/2028 |
|
2,969 |
|
|
2,979 |
|
|
2,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
160,333 |
|
|
161,128 |
|
|
26.2 |
% |
| Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amneal Pharmaceuticals LLC(5) |
|
First lien senior secured loan |
|
S + |
3.50 |
% |
— |
% |
|
08/2032 |
|
15,306 |
|
|
15,269 |
|
|
15,420 |
|
|
|
| Elanco Animal Health Incorporated(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
10/2032 |
|
6,509 |
|
|
6,461 |
|
|
6,516 |
|
|
|
| Fortrea Holdings Inc.(5)(8) |
|
First lien senior secured loan |
|
S + |
3.75 |
% |
— |
% |
|
07/2030 |
|
1,000 |
|
|
982 |
|
|
963 |
|
|
|
| Opal US LLC(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
04/2032 |
|
16,734 |
|
|
16,668 |
|
|
16,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,380 |
|
|
39,721 |
|
|
6.5 |
% |
| Professional services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AlixPartners, LLP(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
08/2032 |
|
8,514 |
|
|
8,497 |
|
|
8,524 |
|
|
|
| Apex Group Treasury LLC(6) |
|
First lien senior secured loan |
|
S + |
3.50 |
% |
— |
% |
|
02/2032 |
|
22,536 |
|
|
22,375 |
|
|
21,148 |
|
|
|
| API GROUP DE INC(5) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
01/2029 |
|
2,840 |
|
|
2,840 |
|
|
2,849 |
|
|
|
| Camelot U.S. Acquisition 1 Co.(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
01/2031 |
|
2,000 |
|
|
2,006 |
|
|
1,971 |
|
|
|
| Clearwater Analytics, LLC(7) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
04/2032 |
|
4,109 |
|
|
4,109 |
|
|
4,101 |
|
|
|
| Corporation Service Company(5) |
|
First lien senior secured loan |
|
S + |
2.00 |
% |
— |
% |
|
11/2029 |
|
5,021 |
|
|
5,021 |
|
|
5,017 |
|
|
|
| Element Materials Technology(6) |
|
First lien senior secured loan |
|
S + |
3.67 |
% |
— |
% |
|
06/2029 |
|
2,280 |
|
|
2,289 |
|
|
2,294 |
|
|
|
| Element Solutions, Inc.(6) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
12/2030 |
|
2,449 |
|
|
2,446 |
|
|
2,461 |
|
|
|
| First Advantage Holdings LLC(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
10/2031 |
|
4,653 |
|
|
4,652 |
|
|
4,599 |
|
|
|
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
| Company(1)(3)(4) |
|
Investment |
|
Ref. Rate |
Cash |
PIK |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2) |
|
Fair Value |
|
Percentage of Members’ Equity(10) |
| Red Ventures, LLC(5) |
|
First lien senior secured loan |
|
S + |
2.75 |
% |
— |
% |
|
03/2030 |
|
260 |
|
|
262 |
|
|
249 |
|
|
|
| Skopima Merger Sub Inc.(5) |
|
First lien senior secured loan |
|
S + |
3.75 |
% |
— |
% |
|
05/2028 |
|
4,796 |
|
|
4,796 |
|
|
4,362 |
|
|
|
| Vistage International, Inc.(6)(8) |
|
First lien senior secured loan |
|
S + |
3.75 |
% |
— |
% |
|
07/2029 |
|
9,797 |
|
|
9,797 |
|
|
9,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,090 |
|
|
67,323 |
|
|
11.0 |
% |
| Telecommunications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Charter Communications Operating LLC(6) |
|
First lien senior secured loan |
|
S + |
2.25 |
% |
— |
% |
|
12/2031 |
|
7,920 |
|
|
7,903 |
|
|
7,925 |
|
|
|
| Cogeco Communications (USA) II L.P.(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
09/2028 |
|
1,304 |
|
|
1,299 |
|
|
1,253 |
|
|
|
| Eagle Broadband Investments, LLC (dba Mega Broadband Investments)(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
11/2027 |
|
10,688 |
|
|
10,653 |
|
|
10,112 |
|
|
|
| Virgin Media Bristol LLC(7) |
|
First lien senior secured loan |
|
S + |
3.18 |
% |
— |
% |
|
03/2031 |
|
5,018 |
|
|
4,970 |
|
|
4,965 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,825 |
|
|
24,255 |
|
|
3.9 |
% |
| Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AIT Worldwide Logistics Holdings, Inc.(6) |
|
First lien senior secured loan |
|
S + |
4.00 |
% |
— |
% |
|
04/2030 |
|
7,920 |
|
|
7,920 |
|
|
7,956 |
|
|
|
| Echo Global Logistics, Inc.(5) |
|
First lien senior secured loan |
|
S + |
3.75 |
% |
— |
% |
|
11/2028 |
|
1,677 |
|
|
1,663 |
|
|
1,648 |
|
|
|
| First Student Bidco Inc(6) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
08/2030 |
|
4,271 |
|
|
4,266 |
|
|
4,282 |
|
|
|
| Genesee & Wyoming Inc.(6) |
|
First lien senior secured loan |
|
S + |
1.75 |
% |
— |
% |
|
04/2031 |
|
495 |
|
|
492 |
|
|
495 |
|
|
|
| KKR Apple Bidco, LLC(5) |
|
First lien senior secured loan |
|
S + |
2.50 |
% |
— |
% |
|
09/2031 |
|
7,985 |
|
|
7,967 |
|
|
8,024 |
|
|
|
| NA Rail Hold Co. LLC(6) |
|
First lien senior secured loan |
|
S + |
3.00 |
% |
— |
% |
|
03/2032 |
|
3,618 |
|
|
3,610 |
|
|
3,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,918 |
|
|
26,047 |
|
|
4.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Misc.-debt commitments(9) |
|
|
|
|
|
|
|
|
|
— |
|
|
69 |
|
|
99 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Debt Investments |
|
|
|
|
|
|
|
|
|
$ |
2,350,698 |
|
|
$ |
2,343,367 |
|
|
381.6 |
% |
| Total Investments |
|
|
|
|
|
|
|
|
|
|
|
$ |
2,350,698 |
|
|
$ |
2,343,367 |
|
|
381.6 |
% |
(1) Unless otherwise indicated, Blue Owl Credit SLF’s investments are pledged as collateral supporting the amounts outstanding under Blue Owl Credit SLF’s Debt Facilities.
(2) The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(3) Unless otherwise indicated, all investments are considered Level 2 investments.
(4) Unless otherwise indicated, loan contains a variable rate structure, which may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, six- or twelve-month SOFR), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(5) The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2025 was 4.13%.
(6) The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2025 was 3.98%.
(7) The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2025 was 3.85%
(8) Level 3 investment.
(9) Position or portion thereof is an unfunded loan commitment. See below for more information on the Company’s unfunded commitments.
(10) Totals presented may differ than actuals due to rounding.
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Schedule of Investments
As of December 31, 2025
(Amounts in thousands)
Unfunded Commitments as of December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded |
| Portfolio Company |
|
Commitment Type |
|
Commitment Expiration Date |
|
Funded
Commitment |
|
Commitment |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
| Chicago US Midco III LP |
|
First lien senior secured delayed draw term loan |
|
10/2027 |
|
$ |
— |
|
|
$ |
2,232 |
|
|
$ |
— |
|
| Citrin Cooperman Advisors LLC |
|
First lien senior secured delayed draw term loan |
|
12/2027 |
|
— |
|
|
1,619 |
|
|
— |
|
| Cohnreznick Advisory LLC |
|
First lien senior secured delayed draw term loan |
|
03/2027 |
|
— |
|
|
1,010 |
|
|
— |
|
| First Eagle Holdings, Inc. |
|
First lien senior secured delayed draw term loan |
|
06/2027 |
|
— |
|
|
1,561 |
|
|
— |
|
| Kaman Corporation |
|
First lien senior secured delayed draw term loan |
|
01/2027 |
|
99 |
|
|
933 |
|
|
99 |
|
| PINNACLE BUYER, LLC |
|
First lien senior secured delayed draw term loan |
|
03/2027 |
|
— |
|
|
3,321 |
|
|
— |
|
| Pye-Barker Fire & Safety, LLC |
|
First lien senior secured delayed draw term loan |
|
12/2027 |
|
— |
|
|
2,542 |
|
|
— |
|
| Raven Acquisition Holdings, LLC (dba R1 RCM) |
|
First lien senior secured delayed draw term loan |
|
10/2026 |
|
— |
|
|
510 |
|
|
— |
|
| Savor Acquisition, Inc. (dba Sauer Brands) |
|
First lien senior secured delayed draw term loan |
|
02/2027 |
|
— |
|
|
496 |
|
|
— |
|
| Total Portfolio Company Commitments |
|
|
|
$ |
99 |
|
|
$ |
14,824 |
|
|
$ |
99 |
|
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(3)(4) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2) |
|
Fair Value |
|
Percentage of Members’ Equity(9) |
| Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aerospace and defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amentum Holdings, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
2.25% |
|
09/2031 |
|
$ |
6,000 |
|
|
$ |
5,986 |
|
|
$ |
5,975 |
|
|
1.7 |
% |
| Avolon TLB Borrower 1 (US) LLC(5) |
|
First lien senior secured loan |
|
SR + |
1.75% |
|
06/2030 |
|
10,928 |
|
|
10,916 |
|
|
10,916 |
|
|
3.1 |
% |
| Bleriot US Bidco Inc.(6) |
|
First lien senior secured loan |
|
SR + |
2.75% |
|
10/2030 |
|
23,940 |
|
|
23,940 |
|
|
24,048 |
|
|
6.9 |
% |
| Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(5) |
|
First lien senior secured loan |
|
SR + |
2.25% |
|
10/2031 |
|
10,500 |
|
|
10,487 |
|
|
10,540 |
|
|
3.0 |
% |
| Signia Aerospace LLC(6)(8) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
11/2031 |
|
7,385 |
|
|
7,366 |
|
|
7,366 |
|
|
2.1 |
% |
| Transdigm, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
2.50% |
|
01/2032 |
|
9,975 |
|
|
9,951 |
|
|
9,991 |
|
|
2.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
68,646 |
|
|
68,836 |
|
|
19.7 |
% |
| Automotive services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Belron Finance US LLC(6) |
|
First lien senior secured loan |
|
SR + |
2.75% |
|
10/2031 |
|
7,980 |
|
|
7,960 |
|
|
8,045 |
|
|
2.3 |
% |
| Holley Inc.(5) |
|
First lien senior secured loan |
|
SR + |
3.75% |
|
11/2028 |
|
3,211 |
|
|
3,148 |
|
|
3,140 |
|
|
0.9 |
% |
| Mavis Tire Express Services Topco Corp.(5) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
05/2028 |
|
2,867 |
|
|
2,878 |
|
|
2,883 |
|
|
0.8 |
% |
| Wand Newco 3, Inc. (dba Caliber )(5) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
01/2031 |
|
4,883 |
|
|
4,895 |
|
|
4,898 |
|
|
1.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
18,881 |
|
|
18,966 |
|
|
5.4 |
% |
| Buildings and real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arcosa Inc(5) |
|
First lien senior secured loan |
|
SR + |
2.25% |
|
08/2031 |
|
3,000 |
|
|
3,000 |
|
|
3,021 |
|
|
0.9 |
% |
| Construction Partners, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
2.50% |
|
11/2031 |
|
2,000 |
|
|
1,995 |
|
|
2,006 |
|
|
0.6 |
% |
| The Azek Group LLC(5)(8) |
|
First lien senior secured loan |
|
SR + |
2.00% |
|
09/2031 |
|
1,995 |
|
|
1,990 |
|
|
2,000 |
|
|
0.6 |
% |
| Wrench Group LLC(6) |
|
First lien senior secured loan |
|
SR + |
4.00% |
|
10/2028 |
|
31,440 |
|
|
31,144 |
|
|
30,104 |
|
|
8.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
38,129 |
|
|
37,131 |
|
|
10.7 |
% |
| Business services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Boxer Parent Company Inc. (f/k/a BMC)(6) |
|
First lien senior secured loan |
|
SR + |
3.75% |
|
07/2031 |
|
15,000 |
|
|
14,990 |
|
|
15,111 |
|
|
4.3 |
% |
| ConnectWise, LLC(6) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
09/2028 |
|
16,490 |
|
|
16,521 |
|
|
16,573 |
|
|
4.8 |
% |
| CoolSys, Inc.(6)(8) |
|
First lien senior secured loan |
|
SR + |
4.75% |
|
08/2028 |
|
14,961 |
|
|
14,742 |
|
|
14,550 |
|
|
4.2 |
% |
| Madison Safety & Flow LLC(5) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
09/2031 |
|
1,995 |
|
|
1,990 |
|
|
2,008 |
|
|
0.6 |
% |
| Nvent Electric Public Limited Company(6) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
09/2031 |
|
14,000 |
|
|
13,930 |
|
|
14,136 |
|
|
4.1 |
% |
| Plano HoldCo, Inc.(6)(8) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
10/2031 |
|
4,500 |
|
|
4,478 |
|
|
4,534 |
|
|
1.3 |
% |
| POLARIS PURCHASER, INC. (dba Plusgrade)(6)(8) |
|
First lien senior secured loan |
|
SR + |
4.00% |
|
03/2031 |
|
10,154 |
|
|
10,174 |
|
|
10,204 |
|
|
2.9 |
% |
| XPLOR T1, LLC(6)(8) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
06/2031 |
|
9,975 |
|
|
9,975 |
|
|
10,050 |
|
|
2.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
86,800 |
|
|
87,166 |
|
|
25.1 |
% |
| Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Advancion Holdings, LLC (fka Aruba Investments Holdings, LLC)(5) |
|
First lien senior secured loan |
|
SR + |
4.00% |
|
11/2027 |
|
17,512 |
|
|
17,523 |
|
|
17,512 |
|
|
5.0 |
% |
| Derby Buyer LLC (dba Delrin)(5) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
11/2030 |
|
9,925 |
|
|
9,925 |
|
|
9,950 |
|
|
2.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
27,448 |
|
|
27,462 |
|
|
7.9 |
% |
| Containers and packaging |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ring Container Technologies Group, LLC(5) |
|
First lien senior secured loan |
|
SR + |
2.75% |
|
08/2028 |
|
12,313 |
|
|
12,345 |
|
|
12,332 |
|
|
3.5 |
% |
| SupplyOne, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
3.75% |
|
04/2031 |
|
997 |
|
|
997 |
|
|
1,004 |
|
|
0.3 |
% |
| Tricorbraun Holdings, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
03/2028 |
|
15,959 |
|
|
15,919 |
|
|
15,933 |
|
|
4.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
29,261 |
|
|
29,269 |
|
|
8.4 |
% |
| Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCPE Empire Holdings, Inc. (dba Imperial-Dade)(5) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
12/2028 |
|
18,000 |
|
|
18,000 |
|
|
18,076 |
|
|
5.2 |
% |
| Dealer Tire Financial, LLC(5) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
07/2031 |
|
23,940 |
|
|
23,940 |
|
|
23,940 |
|
|
6.9 |
% |
| Foundation Building Materials, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
4.00% |
|
01/2031 |
|
9,950 |
|
|
9,842 |
|
|
9,780 |
|
|
2.8 |
% |
| Paint Intermediate III, LLC(6) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
09/2031 |
|
12,000 |
|
|
11,942 |
|
|
12,046 |
|
|
3.5 |
% |
| White Cap Supply Holdings, LLC(5) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
10/2029 |
|
7,000 |
|
|
6,971 |
|
|
7,006 |
|
|
2.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
70,695 |
|
|
70,848 |
|
|
20.4 |
% |
| Education |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ellucian Holdings Inc. (f/k/a Sophia, L.P.)(5) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
10/2029 |
|
12,947 |
|
|
12,947 |
|
|
13,022 |
|
|
3.7 |
% |
| Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(6) |
|
First lien senior secured loan |
|
SR + |
4.00% |
|
10/2030 |
|
19,800 |
|
|
19,954 |
|
|
19,899 |
|
|
5.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
32,901 |
|
|
32,921 |
|
|
9.4 |
% |
| Energy equipment and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Brookfield WEC Holdings Inc.(5) |
|
First lien senior secured loan |
|
SR + |
2.25% |
|
01/2031 |
|
4,086 |
|
|
4,086 |
|
|
4,085 |
|
|
1.2 |
% |
| Calpine Construction Finance Company, L.P.(5) |
|
First lien senior secured loan |
|
SR + |
2.00% |
|
07/2030 |
|
3,000 |
|
|
2,985 |
|
|
2,991 |
|
|
0.9 |
% |
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(3)(4) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2) |
|
Fair Value |
|
Percentage of Members’ Equity(9) |
| Calpine Corporation(6) |
|
First lien senior secured loan |
|
SR + |
1.75% |
|
02/2032 |
|
4,000 |
|
|
3,985 |
|
|
3,983 |
|
|
1.1 |
% |
| Fleet U.S. Bidco Inc.(7)(8) |
|
First lien senior secured loan |
|
SR + |
2.75% |
|
02/2031 |
|
7,481 |
|
|
7,481 |
|
|
7,519 |
|
|
2.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
18,537 |
|
|
18,578 |
|
|
5.4 |
% |
| Financial services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AllSpring Buyer(6) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
11/2030 |
|
1,048 |
|
|
1,046 |
|
|
1,049 |
|
|
0.3 |
% |
| BCPE Pequod Buyer, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
11/2031 |
|
8,000 |
|
|
7,960 |
|
|
8,058 |
|
|
2.3 |
% |
| Citadel Securities, LP(5) |
|
First lien senior secured loan |
|
SR + |
2.00% |
|
10/2031 |
|
7,271 |
|
|
7,271 |
|
|
7,288 |
|
|
2.1 |
% |
| Focus Financial Partners, LLC(5) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
09/2031 |
|
7,224 |
|
|
7,206 |
|
|
7,285 |
|
|
2.1 |
% |
| Grant Thornton Advisors LLC(6) |
|
First lien senior secured loan |
|
SR + |
2.75% |
|
06/2031 |
|
1,783 |
|
|
1,783 |
|
|
1,781 |
|
|
0.5 |
% |
| Guggenheim Partners Investment Management Holdings, LLC(6) |
|
First lien senior secured loan |
|
SR + |
2.50% |
|
11/2031 |
|
6,000 |
|
|
5,985 |
|
|
6,015 |
|
|
1.7 |
% |
| Jane Street Group, LLC(5) |
|
First lien senior secured loan |
|
SR + |
2.00% |
|
12/2031 |
|
3,990 |
|
|
3,980 |
|
|
3,972 |
|
|
1.1 |
% |
| MARINER WEALTH ADVISORS, LLC(6) |
|
First lien senior secured loan |
|
SR + |
2.75% |
|
08/2028 |
|
1,995 |
|
|
1,995 |
|
|
1,995 |
|
|
0.6 |
% |
| Orion Advisor Solutions Inc(6) |
|
First lien senior secured loan |
|
SR + |
3.75% |
|
09/2030 |
|
6,435 |
|
|
6,389 |
|
|
6,489 |
|
|
1.9 |
% |
| PUSHPAY USA INC(6)(8) |
|
First lien senior secured loan |
|
SR + |
4.50% |
|
08/2031 |
|
4,286 |
|
|
4,244 |
|
|
4,307 |
|
|
1.2 |
% |
| Saphilux S.a.r.L. (dba IQ-EQ)(7) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
07/2028 |
|
15,920 |
|
|
15,972 |
|
|
16,020 |
|
|
4.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
63,831 |
|
|
64,259 |
|
|
18.4 |
% |
| Food and beverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aspire Bakeries Holdings, LLC(5)(8) |
|
First lien senior secured loan |
|
SR + |
4.25% |
|
12/2030 |
|
3,990 |
|
|
3,970 |
|
|
4,020 |
|
|
1.2 |
% |
| Balrog Acquisition, Inc. (dba Bakemark)(6) |
|
First lien senior secured loan |
|
SR + |
4.00% |
|
09/2028 |
|
24,250 |
|
|
24,321 |
|
|
24,286 |
|
|
7.0 |
% |
| Fiesta Purchaser, Inc. (dba Shearer's Foods)(5) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
02/2031 |
|
11,940 |
|
|
11,940 |
|
|
11,938 |
|
|
3.4 |
% |
| Froneri International Ltd(5) |
|
First lien senior secured loan |
|
SR + |
2.00% |
|
09/2031 |
|
4,000 |
|
|
3,990 |
|
|
4,001 |
|
|
1.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
44,221 |
|
|
44,245 |
|
|
12.7 |
% |
| Healthcare equipment and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Confluent Medical Technologies, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
02/2029 |
|
9,812 |
|
|
9,877 |
|
|
9,850 |
|
|
2.8 |
% |
| Medline Borrower, LP(5) |
|
First lien senior secured loan |
|
SR + |
2.25% |
|
10/2028 |
|
22,149 |
|
|
22,149 |
|
|
22,209 |
|
|
6.4 |
% |
| Packaging Coordinators Midco, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
11/2027 |
|
4,862 |
|
|
4,879 |
|
|
4,879 |
|
|
1.4 |
% |
| Resonetics, LLC(6) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
06/2031 |
|
19,950 |
|
|
19,950 |
|
|
20,056 |
|
|
5.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
56,855 |
|
|
56,994 |
|
|
16.3 |
% |
| Healthcare providers and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CHG Healthcare Services, Inc(6) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
09/2028 |
|
2,248 |
|
|
2,248 |
|
|
2,264 |
|
|
0.6 |
% |
| CHG PPC Parent LLC(5) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
12/2028 |
|
2,984 |
|
|
2,963 |
|
|
2,998 |
|
|
0.9 |
% |
| Confluent Health, LLC(5)(8) |
|
First lien senior secured loan |
|
SR + |
4.00% |
|
11/2028 |
|
24,329 |
|
|
23,917 |
|
|
23,660 |
|
|
6.8 |
% |
| Covetrus, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
10/2029 |
|
14,738 |
|
|
14,050 |
|
|
14,139 |
|
|
4.1 |
% |
| Electron Bidco Inc (dba ExamWorks)(6) |
|
First lien senior secured loan |
|
SR + |
2.75% |
|
11/2028 |
|
2,000 |
|
|
2,000 |
|
|
2,006 |
|
|
0.6 |
% |
| HAH Group Holding Company LLC(5) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
09/2031 |
|
6,000 |
|
|
5,912 |
|
|
5,993 |
|
|
1.7 |
% |
| Phoenix Newco, Inc. (dba Parexel)(5) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
11/2028 |
|
23,937 |
|
|
23,961 |
|
|
24,076 |
|
|
6.9 |
% |
| Select Medical Corp.(5) |
|
First lien senior secured loan |
|
SR + |
2.00% |
|
12/2031 |
|
4,000 |
|
|
3,995 |
|
|
4,008 |
|
|
1.1 |
% |
| Soliant Lower Intermediate, LLC (dba Soliant)(5) |
|
First lien senior secured loan |
|
SR + |
3.75% |
|
07/2031 |
|
10,000 |
|
|
10,079 |
|
|
9,900 |
|
|
2.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
89,125 |
|
|
89,044 |
|
|
25.5 |
% |
| Healthcare technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Athenahealth Group Inc.(5) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
02/2029 |
|
12,397 |
|
|
12,378 |
|
|
12,410 |
|
|
3.6 |
% |
| Bracket Intermediate Holding Corp.(6) |
|
First lien senior secured loan |
|
SR + |
4.25% |
|
05/2028 |
|
19,701 |
|
|
19,701 |
|
|
19,848 |
|
|
5.7 |
% |
| Cotiviti, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
05/2031 |
|
9,925 |
|
|
9,925 |
|
|
9,969 |
|
|
2.9 |
% |
| Ensemble RCM, LLC(6) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
08/2029 |
|
4,975 |
|
|
4,996 |
|
|
5,007 |
|
|
1.4 |
% |
| Imprivata, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
12/2027 |
|
19,502 |
|
|
19,612 |
|
|
19,600 |
|
|
5.6 |
% |
| PointClickCare Technologies, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
11/2031 |
|
4,000 |
|
|
3,990 |
|
|
4,020 |
|
|
1.2 |
% |
| Project Ruby Ultimate Parent Corp. (dba Wellsky)(5) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
03/2028 |
|
19,975 |
|
|
19,937 |
|
|
20,045 |
|
|
5.7 |
% |
| Raven Acquisition Holdings, LLC(5) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
11/2031 |
|
11,200 |
|
|
11,145 |
|
|
11,218 |
|
|
3.2 |
% |
| Southern Veterinary Partners, LLC(6) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
12/2031 |
|
20,000 |
|
|
19,904 |
|
|
20,120 |
|
|
5.8 |
% |
| Zelis Cost Management Buyer, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
11/2031 |
|
16,000 |
|
|
15,922 |
|
|
16,040 |
|
|
4.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
137,510 |
|
|
138,277 |
|
|
39.7 |
% |
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(3)(4) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2) |
|
Fair Value |
|
Percentage of Members’ Equity(9) |
| Human resource support services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| iSolved, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
10/2030 |
|
5,970 |
|
|
5,970 |
|
|
6,037 |
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
5,970 |
|
|
6,037 |
|
|
1.7 |
% |
| Infrastructure and environmental services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Geosyntec Consultants, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
3.75% |
|
07/2031 |
|
6,000 |
|
|
5,971 |
|
|
6,038 |
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
5,971 |
|
|
6,038 |
|
|
1.7 |
% |
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acrisure, LLC(5) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
11/2030 |
|
9,531 |
|
|
9,531 |
|
|
9,529 |
|
|
2.7 |
% |
| Ardonagh Midco 3 PLC(6)(8) |
|
First lien senior secured loan |
|
SR + |
3.75% |
|
02/2031 |
|
15,000 |
|
|
15,072 |
|
|
15,075 |
|
|
4.3 |
% |
| AssuredPartners, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
02/2031 |
|
12,917 |
|
|
12,946 |
|
|
12,934 |
|
|
3.7 |
% |
| Asurion, LLC(5) |
|
First lien senior secured loan |
|
SR + |
4.25% |
|
08/2028 |
|
7,791 |
|
|
7,761 |
|
|
7,791 |
|
|
2.2 |
% |
| Broadstreet Partners, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
06/2031 |
|
6,328 |
|
|
6,328 |
|
|
6,344 |
|
|
1.8 |
% |
| Hyperion Refinance S.à r.l (dba Howden Group)(5) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
04/2030 |
|
19,650 |
|
|
19,741 |
|
|
19,768 |
|
|
5.7 |
% |
| Hyperion Refinance S.à r.l (dba Howden Group)(5) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
02/2031 |
|
4,963 |
|
|
4,963 |
|
|
4,991 |
|
|
1.4 |
% |
| Mitchell International, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
06/2031 |
|
9,975 |
|
|
9,923 |
|
|
9,967 |
|
|
2.9 |
% |
| Summit Acquisition Inc. (dba K2 Insurance Services)(6)(8) |
|
First lien senior secured loan |
|
SR + |
3.75% |
|
10/2031 |
|
2,000 |
|
|
1,990 |
|
|
1,990 |
|
|
0.6 |
% |
| USI, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
2.25% |
|
09/2030 |
|
1,335 |
|
|
1,335 |
|
|
1,332 |
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
89,590 |
|
|
89,721 |
|
|
25.7 |
% |
| Internet software and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cloud Software Group, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
3.75% |
|
03/2031 |
|
5,000 |
|
|
5,000 |
|
|
5,011 |
|
|
1.4 |
% |
| Clover Holdings 2, LLC(6)(8) |
|
First lien senior secured loan |
|
SR + |
4.00% |
|
12/2031 |
|
17,143 |
|
|
16,973 |
|
|
16,971 |
|
|
4.9 |
% |
| Javelin Buyer, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
10/2031 |
|
3,000 |
|
|
2,993 |
|
|
3,021 |
|
|
0.9 |
% |
| McAfee Corp.(5) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
03/2029 |
|
3,288 |
|
|
3,288 |
|
|
3,287 |
|
|
0.9 |
% |
| Project Alpha Intermediate Holding, Inc. (dba Qlik)(6) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
10/2030 |
|
7,125 |
|
|
7,107 |
|
|
7,166 |
|
|
2.1 |
% |
| Proofpoint, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
08/2028 |
|
9,900 |
|
|
9,934 |
|
|
9,940 |
|
|
2.8 |
% |
| Sedgwick Claims Management Services, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
07/2031 |
|
14,963 |
|
|
14,991 |
|
|
15,037 |
|
|
4.3 |
% |
| Sophos Holdings, LLC(6) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
03/2027 |
|
10,000 |
|
|
9,988 |
|
|
10,055 |
|
|
2.9 |
% |
| Storable, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
04/2028 |
|
14,885 |
|
|
14,919 |
|
|
14,973 |
|
|
4.3 |
% |
| The Dun & Bradstreet Corporation(5) |
|
First lien senior secured loan |
|
SR + |
2.25% |
|
01/2029 |
|
7,980 |
|
|
7,980 |
|
|
7,981 |
|
|
2.3 |
% |
| UST Holdings, Ltd.(5) |
|
First lien senior secured loan |
|
SR + |
3.00% |
|
11/2028 |
|
3,990 |
|
|
3,990 |
|
|
4,000 |
|
|
1.1 |
% |
| Vertiv Group Corp.(6) |
|
First lien senior secured loan |
|
SR + |
4.50% |
|
11/2030 |
|
7,980 |
|
|
7,940 |
|
|
7,998 |
|
|
2.3 |
% |
| VS Buyer LLC (dba Veeam Software)(5) |
|
First lien senior secured loan |
|
SR + |
2.75% |
|
04/2031 |
|
5,975 |
|
|
5,975 |
|
|
6,013 |
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
111,078 |
|
|
111,453 |
|
|
31.9 |
% |
| Leisure and entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pretzel Parent, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
4.50% |
|
08/2031 |
|
3,000 |
|
|
2,956 |
|
|
3,019 |
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
2,956 |
|
|
3,019 |
|
|
0.9 |
% |
| Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ALLIANCE LAUNDRY SYSTEMS LLC(5) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
08/2031 |
|
7,500 |
|
|
7,464 |
|
|
7,541 |
|
|
2.2 |
% |
| Chariot Buyer LLC(5) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
11/2028 |
|
2,487 |
|
|
2,481 |
|
|
2,499 |
|
|
0.7 |
% |
| Crown Equipment Corporation(5) |
|
First lien senior secured loan |
|
SR + |
2.50% |
|
10/2031 |
|
2,591 |
|
|
2,578 |
|
|
2,604 |
|
|
0.7 |
% |
| DXP Enterprises, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
3.75% |
|
10/2030 |
|
5,985 |
|
|
5,985 |
|
|
6,047 |
|
|
1.7 |
% |
| Engineered Machinery Holdings, Inc. (dba Duravant)(6) |
|
First lien senior secured loan |
|
SR + |
3.75% |
|
05/2028 |
|
23,938 |
|
|
24,064 |
|
|
24,072 |
|
|
6.9 |
% |
| Gloves Buyer, Inc. (dba Protective Industrial Products)(5)(8) |
|
First lien senior secured loan |
|
SR + |
4.00% |
|
12/2027 |
|
14,575 |
|
|
14,559 |
|
|
14,575 |
|
|
4.2 |
% |
| Pro Mach Group, Inc.(5) |
|
First lien senior secured loan |
|
SR + |
3.50% |
|
08/2028 |
|
15,960 |
|
|
16,044 |
|
|
16,077 |
|
|
4.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
73,175 |
|
|
73,415 |
|
|
21.0 |
% |
| Professional services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Apex Group Treasury LLC(7) |
|
First lien senior secured loan |
|
SR + |
3.75% |
|
07/2028 |
|
23,938 |
|
|
24,026 |
|
|
24,139 |
|
|
6.9 |
% |
| First Advantage Holdings, LLC(5) |
|
First lien senior secured loan |
|
SR + |
3.25% |
|
10/2031 |
|
4,000 |
|
|
3,980 |
|
|
4,039 |
|
|
1.2 |
% |
| Skopima Merger Sub Inc.(6) |
|
First lien senior secured loan |
|
SR + |
3.75% |
|
05/2028 |
|
11,062 |
|
|
11,062 |
|
|
11,090 |
|
|
3.2 |
% |
| Sovos Compliance, LLC(5) |
|
First lien senior secured loan |
|
SR + |
4.50% |
|
08/2028 |
|
23,471 |
|
|
23,547 |
|
|
23,612 |
|
|
6.8 |
% |
| Vistage International, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
4.75% |
|
07/2029 |
|
9,899 |
|
|
9,921 |
|
|
9,893 |
|
|
2.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
72,536 |
|
|
72,773 |
|
|
20.9 |
% |
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(3)(4) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2) |
|
Fair Value |
|
Percentage of Members’ Equity(9) |
| Telecommunications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Charter Communications Operating LLC(6) |
|
First lien senior secured loan |
|
SR + |
2.25% |
|
12/2031 |
|
8,000 |
|
|
7,980 |
|
|
7,977 |
|
|
2.3 |
% |
| Eagle Broadband Investments, LLC (dba Mega Broadband Investments)(6) |
|
First lien senior secured loan |
|
SR + |
2.75% |
|
11/2027 |
|
1,995 |
|
|
1,990 |
|
|
1,996 |
|
|
0.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
9,970 |
|
|
9,973 |
|
|
2.9 |
% |
| Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AIT Worldwide Logistics Holdings, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
4.75% |
|
04/2030 |
|
8,000 |
|
|
7,976 |
|
|
8,048 |
|
|
2.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
7,976 |
|
|
8,048 |
|
|
2.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Misc.-debt commitments(10) |
|
|
|
|
|
|
|
|
— |
|
|
(6) |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Debt Investments |
|
|
|
|
|
|
|
|
|
|
$ |
1,162,056 |
|
|
$ |
1,164,473 |
|
|
333.8 |
% |
| Total Investments |
|
|
|
|
|
|
|
|
|
|
$ |
1,162,056 |
|
|
$ |
1,164,473 |
|
|
333.8 |
% |
(1) Unless otherwise indicated, Blue Owl Credit SLF’s investments are pledged as collateral supporting the amounts outstanding under Blue Owl Credit SLF’s Debt Facilities.
(2) The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(3) Unless otherwise indicated, all investments are considered Level 2 investments.
(4) Unless otherwise indicated, loan contains a variable rate structure, which may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, six- or twelve-month SOFR), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(5) The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2024 was 4.33%.
(6) The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2024 was 4.31%.
(7) The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2024 was 4.25%.
(8 Level 3 investment.
(9) Totals presented may differ than actuals due to rounding.
(10) Position or portion thereof is an unfunded loan commitment. See below for more information on the Company’s unfunded commitments.
Unfunded Commitments as of December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded |
| Portfolio Company |
|
Commitment Type |
|
Commitment Expiration Date |
|
Funded
Commitment |
|
Commitment |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
| Focus Financial Partners, LLC |
|
First lien senior secured delayed draw term loan |
|
09/2026 |
|
$ |
— |
|
|
$ |
776 |
|
|
— |
|
| Grant Thornton Advisors LLC |
|
First lien senior secured delayed draw term loan |
|
07/2026 |
|
— |
|
|
217 |
|
|
— |
|
| Raven Acquisition Holdings, LLC |
|
First lien senior secured delayed draw term loan |
|
10/2026 |
|
— |
|
|
800 |
|
|
— |
|
| Signia Aerospace, LLC |
|
First lien senior secured delayed draw term loan |
|
11/2026 |
|
— |
|
|
615 |
|
|
— |
|
| Total Portfolio Company Commitments |
|
|
|
— |
|
|
$ |
2,408 |
|
|
— |
|
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Notes to the consolidated financial information
Organization and Principal Business
Blue Owl Credit SLF LLC (“Credit SLF” or the “Company”), a Delaware limited liability company, is a joint venture among Blue Owl Capital Corporation, Blue Owl Capital Corporation II, Blue Owl Credit Income Corp., Blue Owl Technology Finance Corp., Blue Owl Technology Income Corp. and State Teachers Retirement System of Ohio (collectively, the “Class A Members”). Credit SLF has no Class B Members as of December 31, 2025. The Company’s principal purpose is to make investments primarily in senior secured loans to middle market companies, broadly syndicated loans and in senior and subordinated notes issued by collateralized loan obligations. The Company is managed by a board of directors comprised of an equal number of directors appointed by each Member and which acts unanimously. Except under certain circumstances, contributions to the Company cannot be redeemed. Investment decisions must be approved by the Company’s board of directors. The Credit SLF Members coinvest through Credit SLF, or its wholly owned subsidiaries. The Company’s date of inception was May 6, 2024, and the Company made its first portfolio company investment on July 23, 2024.
Prior to January 13, 2025, Blue Owl Capital Corporation III (“OBDE”) was a Class A Member. On January 13, 2025, OBDE merged with and into Blue Owl Capital Corporation (“OBDC”) with OBDC surviving (the “OBDE Merger”). At the effective time of the OBDE Merger, OBDE’s commitments to and interests in the Company became OBDC’s. Prior to March 24, 2025, Blue Owl Technology Finance Corp. II (“OTF II”) was a Class A Member. On March 24, 2025, OTF II merged with and into Blue Owl Technology Finance Corp. (“OTF”) with OTF surviving (the “OTF II Merger”). At the effective time of the OTF II Merger, OTF II’s commitments to and interest in the Company became OTF’s.
Investment Portfolio Detail
The table below presents the composition of investments at fair value and amortized cost as of December 31, 2025 and December 31, 2024, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
| ($ in thousands) |
|
Amortized Cost |
|
Fair Value |
|
Amortized Cost |
|
Fair Value |
| First-lien senior secured debt investments |
|
$ |
2,350,698 |
|
|
$ |
2,343,367 |
|
|
$ |
1,162,056 |
|
|
$ |
1,164,473 |
|
| Total Investments |
|
$ |
2,350,698 |
|
|
$ |
2,343,367 |
|
|
$ |
1,162,056 |
|
|
$ |
1,164,473 |
|
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
The table below presents the industry composition of investments based on fair value as of December 31, 2025 and December 31, 2024, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
| Advertising and media |
|
1.0 |
% |
|
— |
% |
| Aerospace and defense |
|
5.3 |
|
|
5.9 |
|
| Automotive services |
|
0.8 |
|
|
1.6 |
|
| Buildings and real estate |
|
2.2 |
|
|
3.2 |
|
| Business services |
|
9.4 |
|
|
7.5 |
|
| Chemicals |
|
2.6 |
|
|
2.4 |
|
| Consumer products |
|
1.4 |
|
|
— |
|
| Containers and packaging |
|
4.9 |
|
|
2.5 |
|
| Distribution |
|
3.4 |
|
|
6.1 |
|
| Education |
|
1.2 |
|
|
2.8 |
|
| Energy equipment and services |
|
1.7 |
|
|
1.6 |
|
| Financial services |
|
8.2 |
|
|
5.5 |
|
| Food and beverage |
|
6.0 |
|
|
3.8 |
|
| Healthcare equipment and services |
|
4.0 |
|
|
4.9 |
|
| Healthcare providers and services |
|
5.3 |
|
|
7.6 |
|
| Healthcare technology |
|
5.5 |
|
|
11.9 |
|
| Household products |
|
0.2 |
|
|
— |
|
| Human resource support services |
|
2.4 |
|
|
0.5 |
|
| Infrastructure and environmental services |
|
1.2 |
|
|
0.5 |
|
| Insurance |
|
7.6 |
|
|
7.7 |
|
| Internet software and services |
|
10.4 |
|
|
9.6 |
|
| Investment funds and vehicle |
|
0.7 |
|
|
0.0 |
|
| Leisure and entertainment |
|
1.0 |
|
|
0.3 |
|
| Manufacturing |
|
6.9 |
|
|
6.3 |
|
| Pharmaceuticals |
|
1.7 |
|
|
— |
|
| Professional Services |
|
2.9 |
|
|
6.2 |
|
| Telecommunications |
|
1.0 |
|
|
0.9 |
|
| Transportation |
|
1.1 |
|
|
0.7 |
|
| Total |
|
100.0 |
% |
|
100.0 |
% |
The table below presents the geographic composition of investments based on fair value as of December 31, 2025 and December 31, 2024, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
|
| United States: |
|
|
|
|
|
| Midwest |
|
24.6 |
% |
|
22.4 |
% |
|
| Northeast |
|
17.4 |
|
|
21.5 |
|
|
| South |
|
28.4 |
|
|
29.3 |
|
|
| West |
|
15.9 |
|
|
17.1 |
|
|
| International |
|
13.7 |
|
|
9.7 |
|
|
| Total |
|
100.0 |
% |
|
100.0 |
% |
|
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
The table below presents the fair value hierarchy of investments as of December 31, 2025 and December 31, 2024 respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Hierarchy as of December 31, 2025 |
| ($ in thousands) |
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| First-lien senior secured debt investments |
$ |
— |
|
|
$ |
2,065,767 |
|
|
$ |
277,600 |
|
|
$ |
2,343,367 |
|
| Total Investments |
$ |
— |
|
|
$ |
2,065,767 |
|
|
$ |
277,600 |
|
|
$ |
2,343,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Hierarchy as of December 31, 2024 |
| ($ in thousands) |
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| First-lien senior secured debt investments |
$ |
— |
|
|
$ |
1,027,652 |
|
|
$ |
136,821 |
|
|
$ |
1,164,473 |
|
| Total Investments |
$ |
— |
|
|
$ |
1,027,652 |
|
|
$ |
136,821 |
|
|
$ |
1,164,473 |
|
Debt Activity
Bank of America Facility
On June 12, 2024, the Company’s subsidiary, WISE CLO 2025-1 LTD. (fka BOC SLF WH I BA LTD.), an exempted company incorporated with limited liability under the laws of the Cayman Islands, entered into a $300.0 million revolving credit facility (the “Bank of America Facility”) with, among others, Bank of America, N.A., as lender and administrative agent. The Company acts as the collateral manager and the first loss provider with respect to the Bank of America Facility. Proceeds from the Bank of America Facility have been and will be used to finance the origination and acquisition of eligible assets by the borrowers thereunder. The maturity date of the Bank of America Facility is June 12, 2027. On March 6, 2025, a portion of the proceeds from the WISE CLO 2025-1 Transaction (as defined below) were used to repay certain amounts outstanding under the Bank of America Facility and WISE CLO 2025-1 LTD. was released from the Bank of America Facility.
On January 22, 2025, the Company’s subsidiary, BOC SLF BA-2 LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, joined as co-borrower to the Bank of America Facility. The Company holds preference shares in BOC SLF BA-2 LTD. On January 22, 2025, in connection with the WISE CLO 2025-1 Transaction, certain of the assets held by WISE CLO 2025-1 LTD. were transferred via a master participation agreement to BOC SLF BA-2 Ltd. As of December 31, 2025, there was $141.8 million outstanding under the Bank of America Facility.
Borrowings under the Bank of America Facility bear interest at a per annum rate equal to (a) with respect to any Term SOFR Loan, SOFR + 1.45% and (b) with respect to any Base Rate Loan, Base Rate + 1.45%. Credit SLF predominantly borrows utilizing Term SOFR loans. Credit SLF also pays unused commitment fees of (i) prior to the six-month anniversary of such date, 0.35% and (ii) thereafter, (x) with respect to the First Unused Amount, 1.10% and (y) with respect to the Second Unused Amount, 0.35%. There was $0.8 million of unused commitment fees as of December 31, 2025.
RBC Facility
On June 5, 2024, the Company’s subsidiary, WISE CLO 2025-3 LTD. (fka BOC SLF WH II RB LTD.), an exempted company incorporated with limited liability under the laws of the Cayman Islands, as borrower, joined a $300.0 million revolving credit facility (the “RBC Facility”) with, among others, Royal Bank of Canada, as lender and administrative agent, and U.S. Bank Trust Company, National Association, as collateral custodian. The Company acts as the collateral manager and the first loss provider with respect to the RBC Facility. Proceeds from the RBC Facility have been and will be used to finance the origination and acquisition of eligible assets by the borrowers thereunder. The maturity date of the RBC Facility is October 14, 2032. On July 24, 2025, a portion of the proceeds from the WISE CLO 2025-3 Transaction (as defined below) were used to repay certain amounts outstanding under the RBC Facility and WISE CLO 2025-3 LTD. was released from the RBC Facility.
On June 16, 2025, the Company’s subsidiary, BOC SLF RB-2 LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, joined as replacement borrower to the RBC Facility. The Company holds preference shares in BOC SLF RB-2 LTD. On June 16, 2025, in connection with the WISE CLO 2025-3 Transaction, certain of the assets held by WISE CLO 2025-3 LTD. were transferred via a master participation agreement to BOC SLF RB-2 LTD. As of December 31, 2025, there was $93.1million outstanding under the RBC Facility.
Borrowings under the RBC Facility bear interest at a per annum rate equal to SOFR +1.55%.
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Citibank Facility
On June 28, 2024, the Company’s subsidiary, WISE CLO 2025-4 LTD. (fka BOC SLF WH III C LTD.), an exempted company incorporated with limited liability under the laws of the Cayman Islands, entered into a revolving credit facility (the “Citibank Facility”) with, among others, Citibank, N.A., as lender and administrative agent. The commitment of the Citibank Facility is up to $300.0 million, and was $215.0 million as of December 31, 2024 and $100.0 million as of December 31, 2025, respectively. The Company acts as the collateral manager and the first loss provider with respect to the Citibank Facility. Proceeds from the Citibank Facility have been and will be used to finance the origination and acquisition of eligible assets by the borrowers thereunder. The maturity date of the Citibank Facility is June 28, 2027. On September 4, 2025, a portion of the proceeds from the WISE CLO 2025-4 Transaction (as defined below) were used to repay certain amounts outstanding under the Citibank Facility and WISE CLO 2025-4 LTD. was released from the Citibank Facility.
On July 23, 2025, the Company’s subsidiary, BOC SLF C-2 LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, joined as co-borrower to the Citibank Facility. The Company holds preference shares in BOC SLF C-2 LTD. On September 4, 2025, in connection with the WISE CLO 2025-4 Transaction, certain of the assets held by WISE CLO 2025-4 LTD. were transferred via a master participation agreement to BOC SLF C-2 Ltd. As of December 31, 2025, $84.8 million outstanding under the Citibank Facility.
Borrowings under the Citibank Facility bear interest at a per annum rate equal to (i) during the Reinvestment Period (as defined in Citibank Facility), SOFR + 1.40% and (ii) after the end of the Reinvestment Period, 1.90%.
Wells Fargo Facility
On August 1, 2024, the Company’s subsidiary, WISE CLO 2025-2 LTD. (fka BOC SLF WH 4 LTD.), an exempted company incorporated with limited liability under the laws of the Cayman Islands, joined a $300.0 million revolving credit facility (the “Wells Fargo Facility”) originally with, among others, and Wells Fargo Bank, National Association, as a lender and administrative agent. The Company acts as the collateral manager and the first loss provider with respect to the Wells Fargo Facility. Proceeds from the Wells Fargo Facility have been and will be used to finance the origination and acquisition of eligible assets by the borrowers thereunder. The maturity date of the Wells Fargo Facility is August 1, 2027. On March 31, 2025, a portion of the proceeds from the WISE CLO 2025-2 Transaction (as defined below) were used to repay certain amounts outstanding under the Wells Fargo Facility and WISE CLO 2025-2 LTD. was released from the Wells Fargo Facility.
On March 12, 2025, the Company’s subsidiary, BOC SLF WF-2 LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, joined as co-borrower to the Wells Fargo Facility. The Company holds preference shares in BOC SLF WF-2 LTD. On March 19, 2025, in connection with the WISE CLO 2025-2 Transaction, certain of the assets held by WISE CLO 2025-2 LTD. were transferred via a master participation agreement to BOC SLF WF-2 LTD. As of December 31, 2025, there was $137.8 million outstanding under the Wells Fargo Facility.
Borrowings under the Wells Fargo Facility bear interest at a per annum rate equal to Daily Simple SOFR + 1.50%. The Wells Fargo Facility also has an unused commitment fee which accrues at 0.375% of unused facility amount after the six-month anniversary of the most recent securitization. There was $0.2 million of unused commitment fee as of December 31, 2025.
Mizuho Bank Facility
On November 14, 2025, the Company’s subsidiary, BOC SLF Z LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, entered into a $240.0 million revolving credit facility (the “Mizuho Bank Facility”) with, among others, and Mizuho Bank Ltd., as lender and administrative agent. The Company acts as the collateral manager and the first loss provider with respect to the Mizuho Bank Facility. It holds preference shares in BOC SLF Z LTD. Proceeds from the Mizuho Bank Facility will be used to finance the origination and acquisition of eligible assets by the borrowers thereunder. The maturity date of the Mizuho Bank Facility is November 14, 2027. As of December 31, 2025, there was $4.2 million outstanding under the Mizuho Bank Facility.
Borrowings under the Mizuho Bank Facility bear interest at a per annum rate equal to (i) from the Facility Closing Date to and including May 14, 2026, 1.05% and (ii) thereafter, 1.10%; provided that on and after the Revolving Period End Date, the Applicable Margin shall increase to 2.00%; provided further, that upon the occurrence of Event of Default, the Applicable Margin shall increase 2.00%.
WISE CLO 2025-1
On June 12, 2024, the Company’s subsidiary, WISE CLO 2025-1 LTD. (fka, BOC SLF WH I BA LTD.) was incorporated as a company under the laws of the Cayman Islands. On March 6, 2025, WISE CLO 2025-1 LTD., as issuer, and WISE CLO 2025-1, LLC, as co-issuer, closed a CLO transaction (the “WISE CLO 2025-1 Transaction”) using the financial assets previously acquired by WISE CLO 2025-1 LTD as the collateral underpinning the transaction and issued $240.0 million of Class A Notes, $42.0 million of Class B-1 Notes, $10.0 million of Class B-2 Notes, $28.0 million of Class C Notes, and $92.0 million of Subordinated Notes pursuant to an Indenture dated March 6, 2025 among WISE CLO 2025-1 LTD., as issuer, WISE CLO 2025-1, LLC, as co-issuer, and U.S. Bank Trust Company, National Association, as trustee. The notes issued as part of the WISE CLO 2025-1 Transaction have a stated maturity of January 20, 2038.
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
WISE CLO 2025-2
On August 1, 2024, the Company’s subsidiary, WISE CLO 2025-2 LTD (fka “BOC SLF WH 4 WF LTD.”) was incorporated as a company under the laws of the Cayman Islands. On March 31, 2025, WISE CLO 2025-2 LTD., as issuer, and WISE CLO 2025-2, LLC, as co-issuer, closed a CLO transaction (the “WISE CLO 2025-2 Transaction”) using the financial assets previously acquired by WISE CLO 2025-2 LTD as the collateral underpinning the transaction and issued $236.0 million of Class A Notes, $56.0 million of Class B Notes, $28.0 million of Class C Notes, and $92.0 million of Subordinated Notes pursuant to an Indenture dated March 31, 2025 among WISE CLO 2025-2 LTD., as issuer, WISE CLO 2025-2, LLC, as co-issuer, and U.S. Bank Trust Company, National Association, as trustee. The notes issued as part of the WISE CLO 2025-2 Transaction have a stated maturity of April 20, 2038.
WISE CLO 2025-3
On June 5, 2024, the Company’s subsidiary, WISE CLO 2025-3 LTD (fka “BOC SLF WH II RB LTD.”) was incorporated as a company under the laws of the Cayman Islands. On July 24, 2025, WISE CLO 2025-3 LTD., as issuer, and WISE CLO 2025-3, LLC, as co-issuer, closed a CLO transaction (the “WISE CLO 2025-3 Transaction”) using the financial assets previously acquired by WISE CLO 2025-3 LTD as the collateral underpinning the transaction and issued $115.0 million of Class A Notes, $125.0 million of Class A Loans, $37.0 million of Class B-1 Notes, $15.0 million in Class B-2 Notes, $26.0 million of Class C Notes, and $90.5 million of Subordinated Notes pursuant to an Indenture dated July 24, 2025 among WISE CLO 2025-3 LTD., as issuer, WISE CLO 2025-3, LLC, as co-issuer, and US Bank Trust Company, National Association, as collateral trustee. The notes issued as part of the WISE CLO 2025-3 Transaction have a stated maturity of July 20, 2038.
WISE CLO 2025-4
On June 28, 2024, the Company’s subsidiary, WISE CLO 2025-4 LTD (fka “BOC SLF WH III C LTD.”) was incorporated as a company under the laws of the Cayman Islands. On September 4, 2025, WISE CLO 2025-4 LTD., as issuer, and WISE CLO 2025-4, LLC, as co-issuer, closed a CLO transaction (the “WISE CLO 2025-4 Transaction”) using the financial assets previously acquired by WISE CLO 2025-4 LTD as the collateral underpinning the transaction and issued $240.0 million of Class A Notes, $37.0 million of Class B-1 Notes, $15.0 million in Class B-2 Notes, $26.0 million of Class C Notes, and $91.8 million of Subordinated Notes pursuant to an Indenture dated September 4, 2025 among WISE CLO 2025-4 LTD., as issuer, WISE CLO 2025-4, LLC, as co-issuer, and US Bank Trust Company, National Association, as trustee. The notes issued as part of the WISE CLO 2025-4 Transaction have a stated maturity of September 20, 2038.
Financial Instruments Not Carried at Fair Value
The fair value of the Company’s debt, which is categorized as Level 3 within the fair value hierarchy as of December 31, 2025, approximates the carrying value. The carrying amounts of the Company’s assets and liabilities, other than investments at fair value, approximate fair value due to their short maturities.
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
The table below presents the net carrying value of the Company’s debt obligations as of December 31, 2025 and December 31, 2024 respectively:
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December 31, 2025 |
| ($ in thousands) |
|
Aggregate Principal Committed |
|
Outstanding Principal |
|
Amount Available(1) |
|
Unamortized Debt Issuance Costs |
|
Net Carrying Value |
| WISE CLO 2025-1 LTD. |
|
$ |
320,000 |
|
|
$ |
320,000 |
|
|
$ |
— |
|
|
$ |
2,001 |
|
|
$ |
317,999 |
|
| WISE CLO 2025-2 LTD. |
|
319,160 |
|
|
319,160 |
|
|
— |
|
|
1,767 |
|
|
317,393 |
|
| WISE CLO 2025-3 LTD. |
|
318,000 |
|
|
318,000 |
|
|
— |
|
|
1,844 |
|
|
316,156 |
|
| WISE CLO 2025-4 LTD. |
|
317,935 |
|
|
317,935 |
|
|
— |
|
|
1,806 |
|
|
316,129 |
|
| Bank of America Facility |
|
300,000 |
|
|
141,765 |
|
|
29,368 |
|
|
265 |
|
|
141,500 |
|
| RBC Facility |
|
300,000 |
|
|
93,117 |
|
|
16,015 |
|
|
324 |
|
|
92,793 |
|
Citibank Facility |
|
100,000 |
|
|
84,790 |
|
|
15,210 |
|
|
206 |
|
|
84,584 |
|
| Wells Fargo Facility |
|
300,000 |
|
|
137,819 |
|
|
26,421 |
|
|
250 |
|
|
137,569 |
|
| Mizuho Facility |
|
240,000 |
|
|
4,240 |
|
|
14,850 |
|
|
— |
|
|
4,240 |
|
| Total Debt |
|
$ |
2,515,095 |
|
|
$ |
1,736,826 |
|
|
$ |
101,864 |
|
|
$ |
8,463 |
|
|
$ |
1,728,363 |
|
(1) The amount available reflects any collateral related limitations at the Company level related to each credit facility’s borrowing base.
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|
December 31, 2024 |
| ($ in thousands) |
|
Aggregate Principal Committed |
|
Outstanding Principal |
|
Amount Available(1) |
|
Unamortized Debt Issuance Costs |
|
Net Carrying Value |
| Bank of America Facility |
|
$ |
300,000 |
|
|
$ |
194,919 |
|
|
$ |
28,016 |
|
|
$ |
448 |
|
|
$ |
194,471 |
|
| RBC Facility |
|
300,000 |
|
|
194,870 |
|
|
28,065 |
|
|
371 |
|
|
194,499 |
|
| Citibank Facility |
|
215,000 |
|
|
194,401 |
|
|
20,599 |
|
|
344 |
|
|
194,057 |
|
| Wells Fargo Facility |
|
300,000 |
|
|
167,992 |
|
|
31,513 |
|
|
409 |
|
|
167,583 |
|
| Total Debt |
|
$ |
1,115,000 |
|
|
$ |
752,182 |
|
|
$ |
108,193 |
|
|
$ |
1,572 |
|
|
$ |
750,610 |
|
(1) The amount available reflects any collateral related limitations at the Company level related to each credit facility’s borrowing base.
The table below presents the components of interest expense for the following periods:
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For the Period Ended December 31, |
| ($ in thousands) |
|
|
|
2025 |
|
2024(1) |
|
|
| Interest expense |
|
|
|
$ |
75,357 |
|
|
$ |
7,720 |
|
|
|
| Amortization of debt issuance costs |
|
|
|
960 |
|
|
266 |
|
|
|
| Total Interest Expense |
|
|
|
$ |
76,317 |
|
|
$ |
7,986 |
|
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|
|
|
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|
|
|
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|
|
| Average interest rate |
|
|
|
5.7 |
% |
|
6.5 |
% |
|
|
| Average daily outstanding borrowings |
|
|
|
$ |
1,301,358 |
|
|
$ |
364,658 |
|
|
|
(1) The Company’s date of inception was May 6, 2024.
EX-99.3
14
blueowlleasingllc-12312025.htm
EX-99.3
Document
Blue Owl Leasing LLC
Supplemental Financial Information (Unaudited) as of and for the period from June 30, 2025 (Date of Inception) to December 31, 2025
Blue Owl Leasing LLC
Supplemental Financial Information (Unaudited)
Consolidated Statement of Assets and Liabilities
(Amounts in thousands)
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December 31, 2025(1) |
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| Assets |
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|
| Investments at fair value (cost $39,600) |
|
$ |
39,628 |
|
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|
|
| Cash |
|
34,555 |
|
|
|
|
| Due from brokers |
|
19 |
|
|
|
|
| Interest receivable |
|
329 |
|
|
|
|
|
|
|
|
|
|
| Total Assets |
|
$ |
74,531 |
|
|
|
|
| Liabilities |
|
|
|
|
|
| Debt (net of unamortized debt issuance costs of $1,558) |
|
$ |
9,754 |
|
|
|
|
| Interest payable |
|
129 |
|
|
|
|
| Accrued expenses and other liabilities |
|
193 |
|
|
|
|
| Total Liabilities |
|
10,076 |
|
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|
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| Members’ Equity |
|
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| Total Members’ Equity - Class A |
|
64,455 |
|
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|
|
| Total Members’ Equity - Class B |
|
— |
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|
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| Total Members' Equity |
|
64,455 |
|
|
|
|
| Total Liabilities and Members’ Equity |
|
$ |
74,531 |
|
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|
|
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|
(1) The Company’s date of inception was June 30, 2025
.
Blue Owl Leasing LLC
Supplemental Financial Information (Unaudited)
Consolidated Statement of Operations
(Amounts in thousands)
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|
For the period ended December 31, 2025(1) |
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| Investment Income |
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| Interest income |
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$ |
511 |
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| Total Investment Income |
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|
511 |
|
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| Operating Expenses |
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| Interest expense |
|
|
|
|
|
475 |
|
|
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|
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|
| Professional fees |
|
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|
|
|
209 |
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|
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|
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|
|
|
| Total Operating Expenses |
|
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|
|
684 |
|
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|
|
|
|
|
| Net Investment Income (Loss) |
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|
|
|
$ |
(173) |
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|
| Net Realized and Change in Unrealized Gain (Loss) |
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|
|
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|
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|
|
| Net change in unrealized gain (loss) on investments |
|
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|
|
|
28 |
|
|
|
|
|
|
|
| Net realized gain (loss) on investments |
|
|
|
|
|
— |
|
|
|
|
|
|
|
| Total Net Realized and Change in Unrealized Gain (Loss) on Investments |
|
|
|
|
|
28 |
|
|
|
|
|
|
|
| Net Increase (Decrease) in Members' Equity Resulting from Operations |
|
|
|
|
|
$ |
(145) |
|
|
|
|
|
|
|
| Total Net Increase (Decrease) in Members’ Equity Resulting from Operations - Class A |
|
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|
|
|
$ |
(145) |
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|
|
(1) The Company’s date of inception was June 30, 2025
.
Blue Owl Leasing LLC
Supplemental Financial Information (Unaudited)
Notes to the consolidated financial information
Organization and Principal Business
As of December 31, 2025, Blue Owl Leasing LLC (“Leasing JV” or the “Company”), a Delaware limited liability company, is a joint venture among Blue Owl Capital Corporation, Blue Owl Capital Corporation II, Blue Owl Credit Income Corp., Blue Owl Technology Finance Corp., Blue Owl Technology Income Corp., Blue Owl Alternative Credit Fund (the “Blue Owl Funds”), and California State Teachers Retirement System (“CalSTRS”) (collectively, the “Class A Members” or the “Members” and each, a “Class A Member” or a “Member”). Leasing JV has no Class B Members as of December 31, 2025. The Company’s principal purpose is to make investments, either directly or indirectly through financing subsidiaries or other persons, primarily in leases and loans. The Company is owned by the Class A Members, each of which have equal voting rights. Except under certain circumstances, contributions to the Company cannot be redeemed. Investment decisions must be approved by each of the Class A Members. The Class A Members co-invest through the Company, or its wholly owned subsidiaries. The Company’s date of inception was June 30, 2025 and made its first portfolio company investment on October 23, 2025.
Investment Portfolio Detail
The table below presents the composition of investments at fair value and amortized cost as of December 31, 2025
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|
December 31, 2025 |
| ($ in thousands) |
|
Cost |
|
Fair Value |
| Operating leases |
|
$ |
— |
|
|
$ |
— |
|
| Financing Leases |
|
39,601 |
|
|
39,628 |
|
| Total Investments |
|
$ |
39,601 |
|
|
$ |
39,628 |
|
The table below presents the geographic composition of investments based on fair value as of December 31, 2025:
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|
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|
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|
December 31, 2025 |
|
|
|
| United States: |
|
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|
|
|
| Midwest |
|
29.2 |
% |
|
|
|
| Northeast |
|
17.8 |
|
|
|
|
| South |
|
14.3 |
|
|
|
|
| West |
|
38.7 |
|
|
|
|
| Total |
|
100.0 |
% |
|
|
|
Debt Activity
Deutsche Bank and Truist Bank Facility
On September 30, 2025, BOC Lease I LLC and BOC Lease II LLC, each a Delaware limited liability company and wholly owned subsidiary of Blue Owl Leasing LLC entered into a revolving credit facility (the “Deutsche Bank and Truist Bank Facility”) with, among others, Deutsche Bank AG, New York Branch, as Co-Structuring Agent, and Truist Bank, as the Administrative Agent and Co-Structuring Agent. The commitment of the Deutsche Bank and Truist Bank Facility is up to $300.0 million. Proceeds from the Deutsche Bank and Truist Bank Facility will be used to finance the origination and acquisition of eligible assets by the borrowers thereunder. The maturity date of the Deutsche Bank and Truist Bank Facility is September 30, 2029. As of December 31, 2025, there was $11.3 million outstanding under the Deutsche Bank and Truist Bank Facility.
Borrowings under the Deutsche Bank and Truist Bank Facility bear interest at a per annum rate equal to (a) during the funding period, Term SOFR + 1.85%, (b) after the revolving termination date to the first anniversary of the revolving termination date, Term SOFR + 2.10%, and (c) after the first anniversary of the revolving termination date to the maturity date, Term SOFR + 2.10%. The Company also pays unused commitment fees (a) if the aggregate outstanding principal amount is less than or equal to 50% of the aggregate Commitments, 0.40%, (b) otherwise, 0.30% .
The fair value of the Company’s debt, which is categorized as Level 3 within the fair value hierarchy as of December 31, 2025, approximates the carrying value.
Blue Owl Leasing LLC
Supplemental Financial Information (Unaudited)
The table below presents the net carrying value of the Company’s debt obligations as of December 31, 2025:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
December 31, 2025 |
| ($ in thousands) |
|
Aggregate Principal Committed |
|
Outstanding Principal |
|
Amount Available(1) |
|
Unamortized Debt Issuance Costs |
|
Net Carrying Value |
| Deutsche Bank and Truist Bank Facility |
|
$ |
300,000 |
|
|
$ |
11,312 |
|
|
$ |
8,502 |
|
|
$ |
1,558 |
|
|
$ |
9,754 |
|
| Total Debt |
|
$ |
300,000 |
|
|
$ |
11,312 |
|
|
$ |
8,502 |
|
|
$ |
1,558 |
|
|
$ |
9,754 |
|
(1) The amount available reflects any limitations related to the credit facility’s borrowing base.
The table below presents the components of interest expense for the following period:
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period ended December 31, 2025 (1) |
|
|
|
|
|
| ($ in thousands) |
|
|
|
|
|
2025 |
|
|
|
|
|
|
|
|
| Interest expense |
|
|
|
|
|
$ |
336 |
|
|
|
|
|
|
|
|
|
| Amortization of debt issuance costs |
|
|
|
|
|
139 |
|
|
|
|
|
|
|
|
|
| Total Interest Expense |
|
|
|
|
|
$ |
475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average interest rate(2) |
|
|
|
|
|
5.7% |
|
|
|
|
|
|
|
|
| Average daily outstanding borrowings |
|
|
|
|
|
$ |
6,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
(1) The Company’s date of inception was June 30, 2025.
(2) Averages are calculated based on annualized amounts.
.
エドガーで原本を確認する
