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OWL ROCK T Owl Rock Technology Finance

Filed: 24 Sep 21, 4:05pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 22, 2021

 

 

OWL ROCK TECHNOLOGY FINANCE CORP.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Maryland 000-55977 83-1273258

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

399 Park Avenue,

38th Floor

New York, NY

 10022
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 419-3000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

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 (see General Instructions A.2. below):

 

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(s)

  

Name of each exchange on which registered

None  None  None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 22, 2021, Owl Rock Technology Finance Corp. (the “Company”), a Maryland corporation, entered into the Second Amendment to Senior Secured Revolving Credit Agreement (the “Amendment” and the facility as amended, the “Revolving Credit Facility”), which amended that certain Senior Secured Revolving Credit Agreement, dated March 15, 2019, as amended by the First Amendment to Senior Secured Revolving Credit Agreement, dated as of September 3, 2020. Among other changes, the Amendment (a) increased the accordion feature, which allows the Company, under certain circumstance, to increase the size of the Revolving Credit Facility up to $1.56 billion, (b) extended (i) the stated maturity date from September 3, 2025 to September 22, 2026 and (ii) the commitment termination date from September 3, 2024 to September 22, 2025, (c) reduced the stated interest rate for LIBOR borrowings to LIBOR plus margin of either 1.875% per annum or, if the borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum and (d) reduced the minimum asset coverage ratio with respect to the Company’s consolidated assets to senior indebtedness to no less than 1.50 to 1.0, measured at the last day of any fiscal quarter, and the minimum asset coverage ratio with respect to the Company and the subsidiary guarantors to secured indebtedness (regardless of the borrowing base) to no less than 2.00 to 1.00 (after giving effect to certain limitations on the contribution of equity in financing subsidiaries as specified therein), measured at the last day of each fiscal quarter. The Amendment further built in a hardwired approach for the replacement of LIBOR loans in U.S. dollars. For LIBOR loans in other permitted currencies, the Amendment includes customary fallback mechanics for the Company and the Administrative Agent to select an alternative benchmark, subject to the negative consent of required lenders.

The foregoing description is only a summary of certain of the provisions of the Amendment and is qualified in its entirety by the underlying agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference herein.

 

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

 

Exhibit Number  Description
10.1  Second Amendment to Senior Secured Revolving Credit Agreement, dated as of September  22, 2021, among Owl Rock Technology Finance Corp., as Borrower, the lenders from time to time parties thereto, Truist Bank as Administrative Agent and Truist Securities, Inc. and ING Capital LLC as Joint Lead Arrangers and Joint Bookrunners.


SIGNATURES

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 thereunto duly authorized.

 

  Owl Rock Technology Finance Corp.
September 24, 2021  By: /s/ Jonathan Lamm
   

Name:  Jonathan Lamm

   

Title:   Chief Financial Officer and Chief Operating Officer