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  4. [8-K] Blue Owl Technology Finance Corp. Reports Material Event

Blue Owl Tech Finance issues $150M 7.6% notes

OTF privately placed $150 million of 7.60% senior unsecured notes, extending debt funding while maintaining covenants on net worth and asset coverage.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Blue Owl Technology Finance Corp. (OTF) entered into a Note Purchase Agreement for a private placement of $150 million aggregate principal amount of 7.60% Series 2026A Senior Notes due September 3, 2032, guaranteed by certain subsidiaries and issued to qualified institutional investors. The notes are senior unsecured obligations ranking pari passu with OTF’s other unsecured unsubordinated debt and pay interest semiannually each March 3 and September 3, starting March 3, 2027. They are callable at par plus accrued interest and any applicable make-whole amount and must be prepaid at par plus accrued interest upon specified change of control events.

The agreement includes covenants such as maintaining business development company status, a minimum net worth of $4.943 billion, and a minimum asset coverage ratio of 1.50 to 1.00, plus customary events of default. Interest increases by 1.00%, 1.50%, or 2.00% if defined Below Investment Grade and/or Secured Debt Ratio Events occur. OTF states that this is its third financing since June 30, 2026, bringing total debt capital raised to $800 million and contributing to more than $2 billion of cash and available capacity across credit facilities.

Positive

  • OTF completed a $150 million private placement of 7.60% senior unsecured notes due 2032, adding long-term fixed-rate funding.
  • Since June 30, 2026, OTF has raised $800 million of debt capital through unsecured notes and an SPV facility, broadening its funding sources.
  • OTF ended the quarter with more than $2 billion of cash and available capacity across credit facilities, supporting liquidity.
  • The company extended its $2.7 billion revolving credit facility and reports that every existing bank partner renewed, with an additional lender increasing capacity.

Negative

  • None.

Filing Explained

The September 4 press-release exhibit says the $150 million private placement closed: investors were sold notes that have not been and will not be registered under federal or state securities laws.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New Senior Notes $150,000,000 aggregate principal amount 7.60% Series 2026A Senior Notes due September 3, 2032
Coupon Rate on New Notes 7.60% fixed rate Interest on Series 2026A Senior Notes, payable semiannually
Net Worth Covenant $4,943,000,000 minimum Minimum net worth required under Note Purchase Agreement
Asset Coverage Ratio Covenant 1.50 to 1.00 minimum Required asset coverage ratio under Note Purchase Agreement
Interest Step-Up Below Investment Grade 1.00 percentage point increase Interest rate step-up during a Below Investment Grade Event
Total Debt Raised Since June 30, 2026 $800,000,000 Debt capital raised across three financings, including new notes
Revolving Credit Facility $2,700,000,000 Size of extended revolving credit facility
Portfolio Fair Value $14,700,000,000 Aggregate fair value of 205 portfolio company investments as of June 30, 2026
Note Purchase Agreement financial
"entered into a Note Purchase Agreement governing the issuance of $150,000,000"
A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.
asset coverage ratio financial
"and a minimum asset coverage ratio of 1.50 to 1.00"
Asset coverage ratio measures how much of a company’s debt or preferred claims could be paid off using its tangible assets if the business had to be sold. It’s a safety check for investors and creditors, showing the size of the asset “cushion” available to meet obligations; a higher ratio means more protection, like having enough savings and sellable belongings to cover outstanding bills, while a low ratio signals greater risk of loss.
Below Investment Grade Event financial
"In addition, in the event that a Below Investment Grade Event occurs"
Secured Debt Ratio Event financial
"In the event that a Secured Debt Ratio Event occurs"
business development company regulatory
"maintenance of the Company’s status as a business development company"
A business development company is a publicly traded investment vehicle that lends to and buys stakes in smaller or privately held companies, acting like a combination of a lender, investor, and business partner. It matters to investors because BDCs offer the potential for higher regular income through dividends and diversified exposure to growing businesses, but they can also carry greater credit and liquidity risk than typical stocks or bonds—think higher-yielding but riskier income instruments.
special purpose vehicle facility financial
"OTF also raised $250 million through a special purpose vehicle facility"
A special purpose vehicle facility is a financing arrangement in which a bankruptcy‑remote legal entity (the special purpose vehicle, or SPV) is created to hold specific assets or contracts and to borrow or issue debt under a defined loan or credit facility. It matters to investors because the SPV keeps those assets and obligations separate from the sponsor—like putting a single project into its own locked box—so cash flows, credit risk and repayment are isolated and easier to assess.

FAQ

What new notes did Blue Owl Technology Finance Corp. (OTF) issue in this 8-K?
OTF issued $150 million aggregate principal amount of 7.60% Series 2026A Senior Notes due September 3, 2032 in a private placement to qualified institutional investors, with interest payable semiannually starting March 3, 2027.

How do the new 7.60% notes affect OTF’s overall debt financing since June 30, 2026?
Including the $150 million 7.60% notes, OTF reports raising $800 million of debt capital since June 30, 2026, comprising these notes, $400 million of 6.500% notes due 2029 and a $250 million special purpose vehicle facility.

What key financial covenants apply to OTF’s new senior notes (symbol OTF)?
The notes require OTF to maintain business development company status, minimum net worth of $4.943 billion, and a minimum asset coverage ratio of 1.50 to 1.00, along with customary affirmative, negative covenants and events of default.

When can the interest rate on OTF’s new notes increase and by how much?
If a Below Investment Grade Event occurs, interest increases by 1.00%. A Secured Debt Ratio Event increases it by 1.50%. If both occur and continue simultaneously, the rate steps up by 2.00% above the 7.60% stated rate.

What is OTF’s current liquidity and credit facility position mentioned in the filing?
OTF reports more than $2 billion of cash and available capacity across its credit facilities, and an extended $2.7 billion revolving credit facility where every existing bank partner renewed and a new lender added incremental capacity.

How large is Blue Owl Technology Finance Corp.’s investment portfolio as of June 30, 2026?
As of June 30, 2026, OTF had investments in 205 portfolio companies with an aggregate fair value of $14.7 billion, focused on debt and equity investments in U.S. technology-related companies, particularly software.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001747777 0001747777 2026-09-03 2026-09-03
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 3, 2026

 

 

BLUE OWL TECHNOLOGY FINANCE CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   000-55977   83-1273258

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

399 Park Avenue, New York, NY 10022
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 419-3000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

 

Title of each class

  

Trading

symbol

  

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   OTF   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

 

 
 

Item 1.01.

Entry into a Material Definitive Agreement

On September 3, 2026, Blue Owl Technology Finance Corp. (the “Company”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $150,000,000 in aggregate principal amount of its 7.60% Series 2026A Senior Notes, due September 3, 2032 (the “Notes”), to qualified institutional investors in a private placement. The Notes are guaranteed by certain subsidiaries of the Company.

Interest on the Notes will be due semiannually on March 3 and September 3 each year, beginning on March 3, 2027. The 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 amount. In addition, the Company is obligated to offer to prepay the Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The 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 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 business development company within the meaning of the Investment Company Act of 1940, as amended, a minimum net worth of $4,943,000,000, 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 Note Purchase Agreement) occurs, the Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the 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 Note Purchase Agreement) occurs, the Notes will bear interest at a fixed rate per annum which is 1.50% above the stated rate of the 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 Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the Notes from the date on which both such events first simultaneously existed until the earliest date either or both events is no longer continuing.

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.

The description above is only a summary of the material provisions of the Note Purchase Agreement and is qualified in its entirety by reference to the copy of the Note Purchase Agreement which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference thereto.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

 

Item 8.01.

Other Events

On September 4, 2026, the Company issued a press release announcing the issuance of the Notes. The press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits:

 

Exhibit
Number		    Description
10.1*    Master Note Purchase Agreement, dated September 3, 2026, between Blue Owl Technology Finance Corp. and the purchasers party thereto.
99.1    Press Release, dated September 4, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    BLUE OWL TECHNOLOGY FINANCE CORP.
Date: September 4, 2026     By:  

/s/ Jonathan Lamm

    Name:   Jonathan Lamm
    Title:   Chief Operating Officer and Chief Financial Officer

Exhibit 99.1

Blue Owl Technology Finance Corp. Closes $150 Million Private Placement of Senior Unsecured Notes

Third financing since June 30 brings total debt financing raised to $800 million, further strengthening OTF’s liquidity and financial flexibility

NEW YORK — September 4, 2026 — Blue Owl Technology Finance Corp. (NYSE: OTF) (“OTF”) today announced the closing of a private placement of $150 million aggregate principal amount of 7.60% senior unsecured notes due September 3, 2032 (the “Notes”).

This transaction marks OTF’s third financing since June 30, 2026, bringing total debt capital raised during the period to $800 million. In August, OTF issued an additional $400 million of its 6.500% notes due 2029. OTF also raised $250 million through a special purpose vehicle facility secured by a pool of portfolio investments.

“OTF’s portfolio continues to perform well, with one of the lowest non-accrual rates in the BDC sector, and we continue to see strong support from both debt investors and our bank partners,” said Craig W. Packer, Chief Executive Officer. “We have raised $800 million of debt financing since quarter-end through unsecured notes and an SPV facility, which further strengthens and diversifies our funding base. This added flexibility positions us to grow the portfolio and capitalize on an increasingly attractive environment for technology investing while maintaining our underwriting discipline that has defined OTF’s performance.”

During the second quarter, OTF issued $500 million of its 6.500% notes due 2029, added $150 million of secured financing and extended its $2.7 billion revolving credit facility. Every existing bank partner renewed its revolver commitment, and OTF added a new lending relationship that provided incremental financing capacity. OTF ended the quarter with more than $2 billion of cash and available capacity across its credit facilities and repaid its notes due June 2026 at maturity.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and were offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities.

About Blue Owl Technology Finance Corp.

Blue Owl Technology Finance Corp. (NYSE: OTF) is a specialty finance company focused on making debt and equity investments to U.S. technology-related companies, with a strategic focus on software. As of June 30, 2026, OTF had investments in 205 portfolio companies with an aggregate fair value of $14.7 billion. OTF has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. OTF is externally managed by Blue Owl Technology Credit Advisors LLC, an SEC-registered investment adviser that is an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform.

Certain information contained herein may constitute “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 OTF, its current and prospective portfolio investments, its industry, its beliefs and opinions, and its 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 OTF’s 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, the risks, uncertainties and other factors identified in OTF’s filings with the SEC. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date on which OTF makes them. OTF does not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law.

Investor Contact:

BDC Investor Relations

Michael Mosticchio

credit-ir@blueowl.com

Media Contact:

Head of Communications

Andrew Williams

media@blueowl.com

Source: View Original Filing on SEC EDGAR

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