Item 1.01 – Entry into a Material Definitive Agreement
On May 21, 2026 (the “Closing Date”), Athena Funding III LLC (“Athena Funding III”), a Delaware limited liability company and a subsidiary of Blue Owl Technology Finance Corp., a Maryland corporation (the “Company” or “us”) entered into a Loan Financing and Servicing Agreement (the “LFSA”), with Athena Funding III, as borrower, Deutsche Bank AG, New York Branch, as facility agent, State Street Bank and Trust Company, as collateral agent and as collateral custodian, the Company, as equityholder and as services provider, and the lenders party thereto.
From time to time, the Company expects to sell and contribute certain investments to Athena Funding III pursuant to a Sale and Contribution Agreement by and between the Company and Athena Funding III. No gain or loss will be recognized as a result of the contribution. Proceeds from the LFSA will be used to finance the origination and acquisition of eligible assets by Athena Funding III, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Athena Funding III through its ownership of Athena Funding III. The initial maximum principal amount which may be borrowed under the Credit Facility is $150 million, subject to increase up to $250 million; the availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding III’s assets from time to time, and satisfaction of certain conditions, including interest spread and weighted average coupon tests, certain concentration limits, collateral quality tests and a minimum equity condition.
The LFSA provides for the ability to draw and redraw revolving loans under the LFSA for a period of up to three years after the Closing Date (the “Revolving Period”). Unless otherwise terminated, the LFSA will mature on May 21, 2031 (the “Facility Termination Date”). Prior to the Facility Termination Date, proceeds received by Athena Funding III 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 or reinvested to purchase new assets, subject to certain conditions. On the Facility Termination Date, Athena Funding III 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 III 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 2.10% per annum during the Revolving Period (with an additional 0.15% per annum after the end of the Revolving Period). The undrawn amount of the revolving commitment not subject to such spread payment is subject to an undrawn fee of 0.25% per annum. In addition, a make-whole fee is payable during the Revolving Period based on the excess of a specified percentage of the aggregate commitments over the daily average advances outstanding. Certain additional fees are payable to Deutsche Bank AG, New York Branch as facility agent.
The LFSA contains customary covenants, including certain maintenance covenants, and events of default. The LFSA is secured by a perfected first priority security interest in the assets of Athena Funding III and on any payments received by Athena Funding III in respect of those assets. Assets pledged to the lenders will not be available to pay the debts of the Company.
Borrowings of Athena Funding III are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
The description above is only a summary of the material provisions of the LFSA and is qualified in its entirety by reference to the agreements which are filed as Exhibits 10.1 and 10.2 to this current report on Form 8-K and are incorporated herein by reference.
Item 2.03 – Creation of a Direct Financial Obligation
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit Number |
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Description |
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| 10.1 |
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Loan Financing and Servicing Agreement, dated as of May 21, 2026, among Athena Funding III LLC, as Borrower, Blue Owl Technology Finance Corp., as Equityholder and Services Provider, the Lenders from time to time parties thereto, Deutsche Bank, AG, New York Branch, as Facility Agent, the other Agents parties thereto and State Street Bank and Trust Company, as Collateral Agent and Custodian. |
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| 10.2 |
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Sale and Contribution Agreement, dated as of May 21, 2026, between Blue Owl Technology Finance Corp., as Seller and Athena Funding III, LLC, as Purchaser. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
