Blue Owl Technology Finance Corp. (OTF): M&A transaction — Blue Owl Technology Finance Corp. completes merger with OTF II, creating largest software-focused BDC with >$12B assets

On March 24, 2025, through the accordion feature in connection with the Merger in the Amended and Restated Senior Secured Credit Agreement, dated as of March 15, 2019 (as amended by the First Amendment to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September 26, 2023, as amended by the Second Amendment to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of June 13, 2024, and as further amended by the Third Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of December 20, 2024, the “Credit Agreement”), by and among the Company, as borrower, Truist Bank, as administrative agent and the lenders party thereto, the aggregate commitments under the Credit Agreement increased from $1,090.0 million to $2,575.0 million.

On March 24, 2025, the Company entered into a second supplemental indenture (the “Second Supplemental Indenture”) by and between Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), effective as of the closing of the Merger. The Second Supplemental Indenture relates to the Company’s assumption of $700.0 million in aggregate principal amount of OTF II’s 6.750% Notes due 2029 (the “Notes”).

On March 24, 2025, the Company entered into an assumption agreement (the “Note Assumption Agreement”) for the benefit of the Noteholders (as defined in the Note Purchase Agreement (as defined below)). The Note Assumption Agreement relates to the Company’s assumption of $75.0 million aggregate principal amount of 8.50% Series 2023A Senior Notes, due September 27, 2028 (the “2023A Notes”)

the Company adopted second amended and restated articles of incorporation (the “Amended Charter”) that became effective upon the closing of the Merger. Pursuant to the Amended Charter, without the prior written consent of the Company’s board of directors, during the OTF Restricted Period (as defined below) the Company’s shareholders may not 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 the Company’s common stock acquired prior to the listing of the Company’s common stock on a national securities exchange (the “Listing”).

On March 24, 2025, Blue Owl Technology Finance Corp., a Maryland corporation (the “Company”) completed its previously announced acquisition of Blue Owl Technology Finance Corp. II, a Maryland corporation (“OTF II”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 12, 2024