M&A - Blue Owl Technology Finance Corp.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000162828025014413

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 the initial merger of a wholly owned subsidiary, Oriole Merger Sub Inc., with OTF II as the surviving corporation, followed by the merger of OTF II into Blue Owl Technology Finance Corp., making Blue Owl the surviving entity. As a result, each outstanding share of OTF II common stock was converted into the right to receive 0.9113 shares of Blue Owl's common stock, leading to approximately 250,738,523 shares being issued to OTF II stockholders. This merger required the adoption of amended articles of incorporation and involved notable financial implications, including the assumption of $700 million in OTF II’s notes and $75 million in senior notes. Following the merger, several financing adjustments were made to the Company's credit agreements and facilities, emphasizing their expanded financial structure and obligations.

Document Link: View Document

Form Type: POS EX

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000162828025014509

Filing Summary: On March 24, 2025, Blue Owl Technology Finance Corp. filed a Post-Effective Amendment No. 1 to its Registration Statement on Form N-14, primarily to update certain exhibits related to the merger with Blue Owl Technology Finance Corp. II and Oriole Merger Sub Inc. This amendment does not alter the essential terms of the Registration Statement but serves to enhance disclosures pertinent to the merger. The filing includes the designation of the Chief Operating Officer and Chief Financial Officer, Jonathan Lamm, as the registrant's authorized representative, alongside the necessary legal and administrative contacts. The approximate date for the proposed public offering is set as soon as practicable after the finalization of the merger. The document incorporates multiple prior filings by reference and updates the company’s compliance with the Securities Act of 1933, reflecting ongoing commitments related to indemnification for officers and directors.

Document Link: View Document

Form Type: 425

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000162828025006377

Filing Summary: Blue Owl Technology Finance Corp. has filed a document pursuant to Rule 425 under the Securities Act of 1933, deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, relating to the proposed merger between Blue Owl Technology Finance Corporation (“OTF”) and Blue Owl Technology Finance Corporation II (“OTF II”). The document serves as a proxy reminder for the special meeting scheduled for March 20th, 2025, where shareholders will vote on a proposal to approve the Second Articles of Amendment and Restatement. This amendment includes changes as outlined in the joint prospectus/proxy statement filed on January 17th, 2025. The Board of Directors of OTF unanimously recommends that shareholders vote FOR the proposal. Voting instructions are provided, highlighting the importance of participating in the vote to facilitate the merger process.

Document Link: View Document

Form Type: 425

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000162828025002022

Filing Summary: Blue Owl Technology Finance Corp. is seeking shareholder approval for a proposed merger with Blue Owl Technology Finance Corporation II (OTF II) at a special meeting scheduled for March 20, 2025. The Board of Directors unanimously recommends that shareholders vote in favor of the merger proposal and the amendments to the Company's Articles of Amendment and Restatement. Key benefits of the merger include the consolidation of two complementary investment portfolios, which are expected to overlap significantly, thus enhancing portfolio metrics, increasing scale, and diversifying investments. The combined company is projected to hold approximately $15.8 billion in total assets, establishing it as one of the largest Business Development Companies (BDCs) focused on software. The merger is anticipated to streamline operations, improve access to debt markets, generate cost savings in financing, and ultimately enhance Net Investment Income (NII) for shareholders. Shareholders are urged to cast their votes promptly to avoid delays and added solicitation costs.

Document Link: View Document

Form Type: 425

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000162828025001847

Filing Summary: On January 17, 2025, Blue Owl Technology Finance Corp. announced a significant merger with Blue Owl Technology Finance Corporation II (OTF II), with Blue Owl continuing as the surviving entity. The Board of Directors unanimously supports this merger, citing substantial benefits, including streamlined operations of Blue Owl's direct lending platform and the combination of high-quality, complementary asset portfolios. Critical points highlighted include the potential to enhance scale and diversification, achieve cost savings, and improve access to debt markets. The merger could significantly increase the combined company’s total assets to approximately $15.8 billion and portfolio companies to 180, leading to reduced risks due to diversification. Furthermore, it positions the combined company favorably for a potential liquidity event, enhancing attractiveness to investors. There are also substantial operational savings projected to exceed $4 million annually in the first year, with ongoing lower financing costs expected to save around $15 million long-term. Shareholders are encouraged to vote in favor of the merger for the associated benefits which include reduction in duplicated expenses, and potential increases in net investment income. Additionally, Blue Owl Technology Credit Advisors LLC will cover certain transaction costs up to $4.75 million if the merger is finalized.

Document Link: View Document

Form Type: 425

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000119312525007723

Filing Summary: Blue Owl Technology Finance Corp. has announced a merger involving OTF II and OTF, which is pending shareholder approval. The document highlights financial details and structures of both companies, including that OTF II is a non-traded business development company, while OTF is publicly traded. It cites total debt, assets, and investments at fair value as $10.1bn, $18.3bn, and $17.4bn respectively for OTF. The merger is positioned as a two-step process, and forward-looking statements express potential impacts on operations, synergies, and the economic outlook. Shareholders are advised to review relevant filings including a joint proxy statement and a registration statement that include crucial information pertinent to OTF, OTF II, and the merger.

Document Link: View Document

Form Type: N-14 8C/A

Filing Date: 2025-01-06

Corporate Action: Merger

Type: Update

Accession Number: 000162828025000647

Filing Summary: Blue Owl Technology Finance Corp. is seeking approval from its shareholders for the proposed Merger between Blue Owl Technology Finance Corp. and Blue Owl Technology Finance Corp. II, as outlined in the Agreement and Plan of Merger dated November 12, 2024. The merger aims to combine both companies through a two-step process: first, a merger of a subsidiary (Merger Sub) with Blue Owl Technology Finance Corp. II, with OTF II as the surviving entity, followed by a merger of OTF II with Blue Owl Technology Finance Corp., with OTF continuing as the surviving entity. The shareholders are also asked to approve the Amended OTF Charter that introduces restrictions on the transfer of common stock in conjunction with the merger. Approval of the charter amendment is a prerequisite for the merger to occur. Shareholder approval is essential, as the closing of the mergers depends not only on the approval of OTF shareholders but also on OTF II shareholders approving the merger agreement. The document outlines that the shareholders' votes are crucial to avoid delays and ensures proper representation during the special shareholder meetings.

Document Link: View Document