M&A - Blue Owl Technology Finance Corp. II

Form Type: 15-12G

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000162828025014512

Filing Summary: Blue Owl Technology Finance Corp. II has filed a Form 15 to terminate its registration under Section 12(g) of the Securities Exchange Act of 1934 due to the completed merger with Blue Owl Technology Finance Corp. The merger, effective as of the date mentioned, involved the merger of a wholly-owned subsidiary of Blue Owl Technology Finance Corp. into the Company, leading to the dissolution of the Company and its corporate existence ceasing. Blue Owl Technology Finance Corp. is now the surviving entity. This filing is made pursuant to the terms outlined in the Agreement and Plan of Merger dated November 12, 2024, which involved multiple parties including the Company and its advisers. The approximate number of holders of record is stated as none.

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Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000162828025014414

Filing Summary: On March 24, 2025, Blue Owl Technology Finance Corp. completed its acquisition of Blue Owl Technology Finance Corp. II through a merger agreement dated November 12, 2024. The merger involved a two-step process where Oriole Merger Sub Inc., a subsidiary of Blue Owl Technology Finance Corp., first merged with Blue Owl Technology Finance Corp. II, making it the surviving entity. Subsequently, Blue Owl Technology Finance Corp. II was merged into Blue Owl Technology Finance Corp., resulting in the latter being the surviving company. As a result of this merger, each share of Blue Owl Technology Finance Corp. II's common stock was converted into the right to receive 0.9113 shares of Blue Owl Technology Finance Corp.'s common stock. This merger will see the issuance of approximately 250,738,523 shares of common stock to former stockholders of Blue Owl Technology Finance Corp. II, with cash provided in lieu of fractional shares. The document also details changes in corporate governance resulting from the merger and amendments to the company's articles and bylaws.

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Form Type: N-54C

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000162828025014514

Filing Summary: Blue Owl Technology Finance Corp. II has submitted a notification of withdrawal of its election to be subject to sections 55 through 65 of the Investment Company Act of 1940. This withdrawal follows the merger of Blue Owl Technology Finance Corp. II into Blue Owl Technology Finance Corp. on March 24, 2025, as outlined in the Agreement and Plan of Merger dated November 12, 2024. As a result of this merger, the separate corporate existence of Blue Owl Technology Finance Corp. II has ended and Blue Owl Technology Finance Corp. is now the surviving corporation. Blue Owl Technology Finance Corp. is incorporated in Maryland and is regulated as a business development company under section 54(a) of the Act.

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Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000162828025014119

Filing Summary: On March 20, 2025, Blue Owl Technology Finance Corp. II held a special meeting of shareholders to vote on a proposed merger agreement. The Agreement and Plan of Merger, which was dated November 12, 2024, involved Blue Owl Technology Finance Corp., Oriole Merger Sub Inc., and other entities associated with Blue Owl. The shareholders approved the merger with a substantial majority of 206,880,542 votes in favor, while 55,213 voted against and 81,450 abstained.

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Form Type: 8-K

Filing Date: 2025-03-14

Corporate Action: Merger

Type: Update

Accession Number: 000162828025012808

Filing Summary: On March 14, 2025, Blue Owl Technology Finance Corp. II's board of directors declared a dividend of $0.31 per share, payable on or before March 18, 2025, to shareholders of record as of March 17, 2025. This dividend corresponds to the company's undistributed taxable income that is expected to remain after the proposed merger with Blue Owl Technology Finance Corp. The merger closing is anticipated to take place shortly after the shareholder meetings scheduled for March 20, 2025, contingent upon approval from the shareholders of both OTF and OTF II.

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Form Type: 425

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000162828025006379

Filing Summary: Blue Owl Technology Finance Corp. II is reminding its shareholders to vote on a pivotal proposal for the upcoming special meeting scheduled for March 20, 2025. This vote is crucial as it pertains to the proposed merger between Blue Owl Technology Finance Corporation and Blue Owl Technology Finance Corporation II. The Board of Directors unanimously recommends shareholders vote in favor of adopting the Agreement and Plan of Merger. The joint prospectus/proxy statement associated with this merger proposal was filed on January 17, 2025, and voting instructions are provided to ensure shareholder participation. Voting can be completed online or via phone until March 19, 2025. Shareholders are encouraged to act promptly to help minimize costs and avoid additional outreach regarding the vote.

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Form Type: 425

Filing Date: 2025-02-04

Corporate Action: Merger

Type: New

Accession Number: 000162828025003799

Filing Summary: Blue Owl Technology Finance Corp. II (OTF II) is set to hold a shareholder meeting on March 20, 2025, where shareholders of record as of January 16, 2025, will vote on the adoption of the Agreement and Plan of Merger, dated November 12, 2024. The merger will see OTF II merge with Blue Owl Technology Finance Corporation (OTF), with OTF being the surviving entity. If approved, shares of OTF II common stock will be exchanged for shares of OTF based on a specified exchange ratio. Additionally, starting March 6, 2025, the amended and restated dividend reinvestment plan for OTF II will be suspended, and dividends will be paid in cash after this date. Upon consummation of the merger, OTF II’s dividend reinvestment plan will be terminated and shareholders will be automatically enrolled in OTF’s dividend reinvestment plan. If the merger does not occur, the OTF II DRIP will resume by June 30, 2025, according to existing elections.

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Form Type: 425

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000162828025002024

Filing Summary: Blue Owl Technology Finance Corp. II has filed a document to inform shareholders about a proposed merger with Blue Owl Technology Finance Corporation. The document highlights the significance of voting on the merger proposal, which is scheduled for a special meeting on March 20, 2025. Shareholders have been urged to vote in favor of the merger, as it is anticipated to bring multiple benefits, including enhancing scale, diversification, and positioning for future liquidity events. Key financial metrics indicate that the combined entity will have significant assets and a strong portfolio quality, with expected cost savings and a more attractive public market profile post-merger. The document emphasizes the importance of shareholder votes and provides detailed voting instructions. The deadline for voting is set for March 19, 2025, at 11:59 PM EST, and shareholders are encouraged to act quickly to minimize proxy solicitation costs and ensure their votes are counted.

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Form Type: 425

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000162828025001848

Filing Summary: On November 13, 2024, Blue Owl Technology Finance Corporation II (OTF II) announced a definitive agreement to merge with Blue Owl Technology Finance Corporation (OTF), with OTF continuing as the surviving company. The Board of Directors believes this merger will provide various benefits, such as streamlining the lending platform, merging high-quality asset portfolios, increasing scale and diversification, enhancing positioning for future liquidity events, and improving access to debt markets. OTF II shareholders are strongly urged to vote in favor of the merger proposal, which promises net investment income accretion and potential cost savings of over $4 million in the first year along with long-term savings of about $15 million annually. The merging entities display significant overlap in investments, thus mitigating integration risk. The combined portfolio would maintain high credit quality metrics and is projected to increase to approximately $15.8 billion in assets, positioning it among the top five BDCs. The document also discusses potential risks and uncertainties related to the merger, including shareholder voting outcomes and economic conditions.

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Form Type: DEFM14A

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000162828025001845

Filing Summary: Blue Owl Technology Finance Corp. II has filed a Definitive Proxy Statement as part of their upcoming special shareholder meeting on March 20, 2025, where shareholders will vote on the proposed merger between Blue Owl Technology Finance Corp. (OTF) and Blue Owl Technology Finance Corp. II (OTF II). The meeting will consider the OTF Charter Amendment Proposal which includes new restrictions on share transfers for one year following a listing. The merger involves two steps: the first, a merger of Merger Sub into OTF II, and the second, where OTF II merges into OTF, with OTF surviving. Shareholders of OTF II will receive shares of OTF common stock based on a specified exchange ratio, contingent upon necessary approvals from both OTF and OTF II shareholders. The filing emphasizes the importance of shareholder votes in facilitating this merger and outlines the proxy voting process.

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