0001889668Galway Borrower LLC, First lien senior secured delayed draw term loan2023-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended September 30, 2023March 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                         to
Commission File Number 000-55977000-56371

BLUE OWL TECHNOLOGY FINANCE CORP. II
(Exact name of Registrant as specified in its Charter)

Maryland
(State or other jurisdiction of
incorporation or organization)
87-2993019
(I.R.S. Employer
Identification No.)
399 Park Avenue, New York, New York
(Address of principal executive offices)
10022
(Zip Code)
Registrant’s telephone number, including area code: (212) 419-3000

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the Registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitiondefinitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Emerging growth company
Small reporting company
Non-accelerated filer x
Accelerated filer o
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. o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x
As of November 8, 2023,May 9, 2024, the registrant had 118,355,322135,030,823 shares of common stock, $0.01 par value per share, outstanding.
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Table of Contents
Page
FINANCIAL INFORMATION
OTHER INFORMATION
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains 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 Blue Owl Technology Finance Corp. II (the “Company,” “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our 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 our 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:
an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;
the impact of risingelevated interest rates, elevatedand inflation rates, ongoing supply chain and labor market disruptions, including those as a result of strikes, work stoppages or accidents, instability in the U.S. and international banking systems, and the risk of recession or a shutdown of government services could impact our business prospects and the prospects of our portfolio companies;
an economic downturn could also impact availability and pricing of our financing and our ability to access the debt and equity capital markets;
a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;
changes in base interest rates and significant market volatility on our business and our portfolio companies (including our business prospects and the prospects of our portfolio companies including the ability to achieve our and their business objectives), our industry and the global economy including as a result of ongoing supply chain disruptions;
interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;
currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;
our future operating results;
our contractual arrangements and relationships with third partiesparties;
the ability of our portfolio companies to achieve their objectives;
competition with other entities and our affiliates for investment opportunities;
risks related to the uncertainty of the value of our portfolio investments, particularly those having no liquid trading market;
the use of borrowed money to finance a portion of our investments as well as any estimates regarding potential use of leverage;
the adequacy of our financing sources and working capital;
the loss of key personnel;
the timing of cash flows, if any, from the operations of our portfolio companies;
the ability of Blue Owl Technology Credit Advisors II LLC (“the Adviser” or “our Adviser”) to locate suitable investments for us and to monitor and administer our investments;
the ability of the Adviser to attract and retain highly talented professionals;
our ability to qualify for and maintain our tax treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”);
the impact that environmental, social and governance matters could have on our brand and reputation and our portfolio companies;
the effect of legal, tax and regulatory changes;
the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks,
and the escalated conflict in the Middle East;increasing use of artificial intelligence and machine learning technology:
the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing war between Russia and Ukraine and the escalated conflict in the Middle-East, including the Israel-Hamas conflict, and general uncertainty surrounding the financial and political stability of the United States, the
1


United Kingdom, the European Union and China, on financial market volatility, global economic markets, and various markets for commodities globally such as oil and natural gas; and
other risks, uncertainties and other factors previously identified in the reports and other documents we have filed with the Securities and Exchange Commission (“SEC”).
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be
1


inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
2


PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. Financial Statements and Supplementary Data

Blue Owl Technology Finance Corp. II
Consolidated Statements of Assets and Liabilities
(Amounts in thousands, except share and per share amounts)
September 30, 2023
(Unaudited)
December 31, 2022
March 31, 2024
(Unaudited)
March 31, 2024
(Unaudited)
December 31, 2023
AssetsAssets
Investments at fair valueInvestments at fair value
Non-controlled, non-affiliated investments (amortized cost of $3,315,036 and $2,447,946, respectively)$3,309,631 $2,432,901 
Non-controlled, affiliated investments (amortized cost of $74,158 and $31,683, respectively)74,619 31,633 
Total investments at fair value (amortized cost of $3,389,194 and $2,479,629, respectively)3,384,250 2,464,534 
Investments at fair value
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $3,821,822 and $3,673,336, respectively)
Non-controlled, non-affiliated investments (amortized cost of $3,821,822 and $3,673,336, respectively)
Non-controlled, non-affiliated investments (amortized cost of $3,821,822 and $3,673,336, respectively)
Non-controlled, affiliated investments (amortized cost of $131,704 and $112,461, respectively)
Total investments at fair value (amortized cost of $3,953,526 and $3,785,797, respectively)
CashCash68,805 28,065 
Interest receivableInterest receivable28,333 19,616 
Dividend income receivableDividend income receivable9,586 173 
Subscription receivableSubscription receivable1,419 880 
Subscription receivable
Subscription receivable
Prepaid expenses and other assetsPrepaid expenses and other assets180 564 
Total AssetsTotal Assets$3,492,573 $2,513,832 
LiabilitiesLiabilities
Debt (net of unamortized debt issuance costs of $17,354 and $17,589, respectively)$1,652,222 $1,228,803 
Debt (net of unamortized debt issuance costs of $25,224 and $26,047, respectively)
Debt (net of unamortized debt issuance costs of $25,224 and $26,047, respectively)
Debt (net of unamortized debt issuance costs of $25,224 and $26,047, respectively)
Management fee payableManagement fee payable11,434 8,986 
Distribution payableDistribution payable34,130 13,527 
Incentive fee payableIncentive fee payable4,915 2,622 
Payables to affiliatesPayables to affiliates1,803 2,030 
Payable for investments purchased— 27,731 
Accrued expenses and other liabilities
Accrued expenses and other liabilities
Accrued expenses and other liabilitiesAccrued expenses and other liabilities9,445 5,555 
Total LiabilitiesTotal Liabilities$1,713,949 $1,289,254 
Commitments and contingencies (Note 7)Commitments and contingencies (Note 7)Commitments and contingencies (Note 7)
Net AssetsNet Assets
Common shares $0.01 par value, 500,000,000 shares authorized; 118,355,643 and 84,656,386 shares issued and outstanding, respectively$1,184 $847 
Common shares $0.01 par value, 500,000,000 shares authorized; 135,030,823 and 118,624,729 shares issued and outstanding, respectively
Common shares $0.01 par value, 500,000,000 shares authorized; 135,030,823 and 118,624,729 shares issued and outstanding, respectively
Common shares $0.01 par value, 500,000,000 shares authorized; 135,030,823 and 118,624,729 shares issued and outstanding, respectively
Additional paid-in-capitalAdditional paid-in-capital1,726,117 1,218,582 
Total accumulated undistributed earningsTotal accumulated undistributed earnings51,323 5,149 
Total Net AssetsTotal Net Assets1,778,624 1,224,578 
Total Liabilities and Net AssetsTotal Liabilities and Net Assets$3,492,573 $2,513,832 
Net Asset Value Per ShareNet Asset Value Per Share$15.03 $14.47 

The accompanying notes are an integral part of these consolidated financial statements.
3

Blue Owl Technology Finance Corp. II
Consolidated Statements of Operations
(Amounts in thousands, except share and per share amounts)
(Unaudited)
For the Three Months Ended September 30,For the Nine Months Ended September 30,
202320222023
2022(1)
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income$82,043 $21,677 $214,201 $27,780 
Payment-in-kind interest income5,870 1,557 13,972 2,484 
Dividend income4,194 — 9,078 — 
Payment-in-kind dividend income5,446 4,552 23,741 8,226 
Other income828 3,012 1,786 3,192 
Total investment income from non-controlled, non-affiliated investments98,381 30,798 262,778 41,682 
Investment income from non-controlled, affiliated investments:
Payment-in-kind interest income172 — 172 — 
Dividend income456 — 1,013 — 
Total investment income from non-controlled, affiliated investments628 — 1,185 — 
Total Investment Income99,009 30,798 263,963 41,682 
Expenses
Interest expense$34,172 $8,707 $90,901 $11,202 
Management fees12,635 7,142 35,476 13,278 
Incentive fees4,914 1,323 13,004 1,323 
Offering expenses17 120 97 238 
Professional fees1,657 620 3,612 1,221 
Directors' fees289 277 682 817 
Other general and administrative973 691 2,787 1,566 
Total Expenses54,657 18,880 146,559 29,645 
Net Investment Income (Loss) Before Taxes44,352 11,918 117,404 12,037 
Income tax expense (benefit), including excise tax expense (benefit)122 13 364 13 
Net Investment Income (Loss) After Taxes44,230 11,905 117,040 12,024 
Net Change in Unrealized Gain (Loss)
Non-controlled, non-affiliated investments$6,656 $(851)$10,224 $(10,026)
Non-controlled, affiliated investments514 — 510 — 
Translation of assets and liabilities in foreign currencies911 (286)218 (443)
Income tax (provision) benefit— — (4)— 
Total Net Change in Unrealized Gain (Loss)8,081 (1,137)10,948 (10,469)
Net Realized Gain (Loss):
Non-controlled, non-affiliated investments$968 $— $966 $24 
Foreign currency transactions(795)70 286 74 
Total Net Realized Gain (Loss)173 70 1,252 98 
Total Net Realized and Change in Unrealized Gain (Loss)$8,254 $(1,067)$12,200 $(10,371)
Net Increase (Decrease) in Net Assets Resulting from Operations$52,484 $10,838 $129,240 $1,653 
Earnings (Loss) Per Share - Basic and Diluted$0.50 $0.24 $1.35 $0.06 
Weighted Average Shares Outstanding - Basic and Diluted105,839,749 45,724,093 95,860,190 25,681,701 
(1)The Company was initially capitalized on November 30, 2021 and commenced investing activities in January 2022.
For the Three Months Ended March 31,
20242023
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income$101,384 $61,049 
Payment-in-kind interest income6,996 2,768 
Dividend income4,165 — 
Payment-in-kind dividend income6,701 13,035 
Other income3,159 629 
Total investment income from non-controlled, non-affiliated investments122,405 77,481 
Investment income from non-controlled, affiliated investments:
Interest income540 — 
Payment-in-kind interest income42 — 
Dividend income801 — 
Total investment income from non-controlled, affiliated investments1,383 — 
Total Investment Income123,788 77,481 
Expenses
Interest expense$43,554 $25,951 
Management fees13,644 11,106 
Incentive fees7,767 3,837 
Offering expenses20 50 
Professional fees1,369 849 
Directors' fees226 196 
Other general and administrative977 903 
Total Expenses67,557 42,892 
Net Investment Income (Loss) Before Taxes56,231 34,589 
Income tax expense (benefit), including excise tax expense (benefit)368 154 
Net Investment Income (Loss) After Taxes55,863 34,435 
Net Change in Unrealized Gain (Loss)
Non-controlled, non-affiliated investments$13,807 $13,937 
Non-controlled, affiliated investments1,214 
Translation of assets and liabilities in foreign currencies(2,107)(639)
Income tax (provision) benefit(2)
Total Net Change in Unrealized Gain (Loss)12,918 13,304 
Net Realized Gain (Loss):
Non-controlled, non-affiliated investments$1,084 $(2)
Foreign currency transactions13 1,253 
Total Net Realized Gain (Loss)1,097 1,251 
Total Net Realized and Change in Unrealized Gain (Loss)$14,015 $14,555 
Net Increase (Decrease) in Net Assets Resulting from Operations$69,878 $48,990 
Earnings (Loss) Per Share - Basic and Diluted$0.57 $0.58 
Weighted Average Shares Outstanding - Basic and Diluted122,155,712 84,737,073 

The accompanying notes are an integral part of these consolidated financial statements.
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Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of September 30, 2023March 31, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Aerospace & defense
ManTech International Corporation(8)First lien senior secured loanS +5.75%9/2029$67,023 $65,818 $66,521 3.7 %
ManTech International Corporation(7)(13)(15)First lien senior secured delayed draw term loanS +5.75%9/20245,682 5,489 5,639 0.3 %
ManTech International Corporation(13)(14)First lien senior secured revolving loanS +5.75%9/2028— (142)(65)— %
71,165 72,095 4.0 %
Application Software
Anaplan, Inc.(7)First lien senior secured loanS +6.50%6/2029130,890 129,765 130,891 7.4 %
Anaplan, Inc.(13)(14)First lien senior secured revolving loanS +6.50%6/2028— (74)— — %
Armstrong Bidco Limited (dba The Access Group)(11)(20)First lien senior secured loanSA +5.00%6/2029£5,314 6,397 6,437 0.4 %
Armstrong Bidco Limited (dba The Access Group)(11)(15)(20)First lien senior secured delayed draw term loanSA +5.00%6/2025£2,773 3,336 3,359 0.2 %
Avalara, Inc.(8)First lien senior secured loanS +7.25%10/2028104,545 103,169 104,023 5.8 %
Avalara, Inc.(13)(14)First lien senior secured revolving loanS +7.25%10/2028— (132)(52)— %
CDK Global, Inc.(5)(8)First lien senior secured loanS +4.25%7/202919,850 19,334 19,839 1.1 %
Community Brands ParentCo, LLC(8)First lien senior secured loanS +5.50%2/202812,559 12,366 12,433 0.7 %
Community Brands ParentCo, LLC(13)(14)(15)First lien senior secured delayed draw term loanS +5.50%2/2024— (11)— — %
Community Brands ParentCo, LLC(13)(14)First lien senior secured revolving loanS +5.50%2/2028— (11)(8)— %
Coupa Holdings, LLC(7)First lien senior secured loanS +7.50%2/203084,811 82,783 83,115 4.7 %
Coupa Holdings, LLC(13)(14)(15)First lien senior secured delayed draw term loanS +7.50%8/2024— (87)(57)— %
Coupa Holdings, LLC(13)(14)First lien senior secured revolving loanS +7.50%2/2029— (131)(116)— %
Fullsteam Operations, LLC(8)First lien senior secured delayed draw term loanS +7.50% (3.00% PIK)10/202753,312 52,334 53,846 3.0 %
Grayshift, LLC(7)(20)First lien senior secured loanS +8.00%7/2028113,216 111,656 111,235 6.3 %
Grayshift, LLC(13)(14)(20)First lien senior secured revolving loanS +8.00%7/2028— (46)(102)— %
Quartz Acquireco, LLC (dba Qualtrics)(7)First lien senior secured loanS +3.50%6/20305,000 4,953 4,963 0.3 %
Zendesk, Inc.(8)First lien senior secured loanS +6.75% (3.25% PIK)11/202893,272 91,615 91,873 5.2 %
Zendesk, Inc.(13)(14)(15)First lien senior secured delayed draw term loanS +6.50%11/2024— (730)(115)— %
Zendesk, Inc.(13)(14)First lien senior secured revolving loanS +6.50%11/2028— (162)(142)— %
616,324 621,422 35.1 %
Banks
Finastra USA, Inc.(8)(20)First lien senior secured loanS +7.25%9/202982,382 81,558 81,558 4.6 %
Company(1)(4)(6)(17)(23)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Aerospace & defense
ManTech International Corporation(8)First lien senior secured loanS +5.75%9/2029$64,750 $63,647 $64,749 3.1 %
ManTech International Corporation(8)(14)(16)First lien senior secured delayed draw term loanS +5.75%9/20245,653 5,477 5,653 0.3 %
ManTech International Corporation(14)(15)First lien senior secured revolving loanS +5.75%9/2028— (128)— — %
68,996 70,402 3.4 %
Application Software
Anaplan, Inc.(8)First lien senior secured loanS +6.50%6/2029130,890 129,843 130,889 6.2 %
Anaplan, Inc.(14)(15)First lien senior secured revolving loanS +6.50%6/2028— (66)— — %
Armstrong Bidco Limited (dba The Access Group)(12)(21)First lien senior secured GBP term loanSA +5.25%6/2029£5,314 6,406 6,663 0.3 %
Armstrong Bidco Limited (dba The Access Group)(12)(16)(21)First lien senior secured GBP delayed draw term loanSA +5.25%6/2025£2,773 3,343 3,476 0.2 %
Avalara, Inc.(8)First lien senior secured loanS +7.25%10/2028104,545 103,277 104,544 5.0 %
Avalara, Inc.(14)(15)First lien senior secured revolving loanS +7.25%10/2028— (119)— — %
Community Brands ParentCo, LLC(7)First lien senior secured loanS +5.50%2/202812,495 12,322 12,401 0.6 %
Community Brands ParentCo, LLC(14)(15)First lien senior secured revolving loanS +5.50%2/2028— (10)(6)— %
Coupa Holdings, LLC(8)First lien senior secured loanS +7.50%2/203084,811 82,865 84,175 4.0 %
Coupa Holdings, LLC(14)(15)(16)First lien senior secured delayed draw term loanS +7.50%8/2024— (80)— — %
Coupa Holdings, LLC(14)(15)First lien senior secured revolving loanS +7.50%2/2029— (119)(43)— %
Fullsteam Operations, LLC(8)First lien senior secured loanS +8.25%11/202910,593 10,287 10,593 0.5 %
Fullsteam Operations, LLC(8)(14)(16)First lien senior secured delayed draw term loanS +8.25%5/20252,092 2,014 2,092 0.1 %
Fullsteam Operations, LLC(8)(14)(16)First lien senior secured delayed draw term loanS +8.25%11/2025410 383 410 — %
Fullsteam Operations, LLC(14)(15)(16)First lien senior secured delayed draw term loanS +7.00%8/2025— (55)(55)— %
Fullsteam Operations, LLC(14)(15)First lien senior secured revolving loanS +8.25%11/2029— (16)— — %
Granicus, Inc.(7)First lien senior secured loanS +5.75% (2.25% PIK)1/20311,937 1,918 1,917 0.1 %
Granicus, Inc.(14)(15)(16)First lien senior secured delayed draw term loanS +5.25%1/2026— (1)(1)— %
Granicus, Inc.(14)(15)First lien senior secured revolving loanS +5.25%1/2031— (3)(3)— %
Grayshift, LLC(7)(21)First lien senior secured loanS +8.00%7/2028112,646 111,220 111,801 5.3 %
Grayshift, LLC(14)(15)(21)First lien senior secured revolving loanS +8.00%7/2028— (41)(44)— %
Quartz Acquireco, LLC (dba Qualtrics)(5)(8)First lien senior secured loanS +3.50%6/20304,975 4,931 4,981 0.2 %
5

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of September 30, 2023March 31, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Finastra USA, Inc.(8)(13)(20)First lien senior secured revolving loanS +7.25%9/20291,810 1,724 1,724 0.1 %
83,282 83,282 4.7 %
Beverages
Innovation Ventures HoldCo, LLC(7)First lien senior secured loanS +6.25%3/202710,000 9,863 9,875 0.5 %
9,863 9,875 0.5 %
Building products
EET Buyer, Inc. (dba e-Emphasys)(8)First lien senior secured loanS +6.50%11/20279,626 9,492 9,626 0.5 %
EET Buyer, Inc. (dba e-Emphasys)(9)(13)First lien senior secured revolving loanS +6.50%11/2027160 150 160 — %
9,642 9,786 0.5 %
Commercial Services & Supplies
SimpliSafe Holding Corporation(7)First lien senior secured loanS +6.25%5/202820,319 20,002 20,167 1.1 %
SimpliSafe Holding Corporation(7)(13)(15)First lien senior secured delayed draw term loanS +6.25%5/2024684 658 679 — %
20,660 20,846 1.1 %
Construction & Engineering
Dodge Construction Network LLC(8)First lien senior secured loanS +4.75%2/20299,875 9,754 8,048 0.5 %
9,754 8,048 0.5 %
Consumer Finance
Affirm, Inc.(5)(20)(21)Senior convertible notesN/A11/202625,000 18,740 18,755 1.1 %
18,740 18,755 1.1 %
Diversified Consumer Services
Sophia, L.P.(7)First lien senior secured loanS +4.25%10/20279,875 9,798 9,850 0.6 %
9,798 9,850 0.6 %
Diversified Financial Services
BTRS Holdings Inc. (dba Billtrust)(8)First lien senior secured loanS +8.00%12/202862,962 61,210 62,017 3.5 %
BTRS Holdings Inc. (dba Billtrust)(8)(13)(15)First lien senior secured delayed draw term loanS +8.00%12/20241,951 1,951 1,871 0.1 %
BTRS Holdings Inc. (dba Billtrust)(13)(14)First lien senior secured revolving loanS +7.25%12/2028— (175)(101)— %
Computer Services, Inc. (dba CSI)(8)First lien senior secured loanS +6.75%11/2029124,375 122,090 123,753 7.0 %
Hg Genesis 9 SumoCo Limited(10)(20)Unsecured facilityE +7.00% PIK3/202745,527 49,830 48,202 2.7 %
Juniper Square, Inc.(9)First lien senior secured loanS +9.50% (4.75% PIK)12/202636,683 35,855 35,950 2.0 %
Juniper Square, Inc.(13)(14)First lien senior secured revolving loanS +8.50%12/2026— (36)(45)— %
Smarsh Inc.(9)First lien senior secured loanS +6.50%2/202925,905 25,696 25,840 1.5 %
Smarsh Inc.(9)(13)(15)First lien senior secured delayed draw term loanS +6.50%2/20243,238 3,185 3,230 0.2 %
Smarsh Inc.(13)(14)First lien senior secured revolving loanS +6.50%2/2029— (2)(1)— %
299,604 300,716 17.0 %
Company(1)(4)(6)(17)(23)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Zendesk, Inc.(8)First lien senior secured loanS +6.25%11/202894,047 92,489 93,576 4.5 %
Zendesk, Inc.(14)(15)(16)First lien senior secured delayed draw term loanS +6.25%11/2024— (659)— — %
Zendesk, Inc.(14)(15)First lien senior secured revolving loanS +6.25%11/2028— (146)(47)— %
559,983 567,319 27.0 %
Banks
Finastra USA, Inc.(9)(21)First lien senior secured loanS +7.25%9/202982,382 81,558 81,969 3.9 %
Finastra USA, Inc.(7)(14)(21)First lien senior secured revolving loanS +7.25%9/20291,583 1,498 1,541 0.1 %
83,056 83,510 4.0 %
Beverages
Innovation Ventures HoldCo, LLC(7)First lien senior secured loanS +6.25%3/202710,000 9,881 9,925 0.5 %
9,881 9,925 0.5 %
Building products
EET Buyer, Inc. (dba e-Emphasys)(8)First lien senior secured loanS +6.50%11/20279,578 9,459 9,578 0.5 %
EET Buyer, Inc. (dba e-Emphasys)(8)(14)First lien senior secured revolving loanS +6.50%11/2027160 151 160 — %
9,610 9,738 0.5 %
Commercial Services & Supplies
SimpliSafe Holding Corporation(7)First lien senior secured loanS +6.25%5/202820,216 19,936 20,166 1.0 %
SimpliSafe Holding Corporation(7)(14)(16)First lien senior secured delayed draw term loanS +6.25%5/2024681 657 679 — %
20,593 20,845 1.0 %
Construction & Engineering
Dodge Construction Network LLC(8)First lien senior secured loanS +4.75%2/20299,825 9,713 7,958 0.4 %
9,713 7,958 0.4 %
Diversified Consumer Services
Icefall Parent, Inc. (dba EngageSmart)(8)First lien senior secured loanS +6.50%1/203018,261 17,904 17,896 0.9 %
Icefall Parent, Inc. (dba EngageSmart)(14)(15)First lien senior secured revolving loanS +6.50%1/2030— (34)(35)— %
Sophia, L.P.(5)(7)First lien senior secured loanS +3.50%10/20279,850 9,838 9,887 0.5 %
27,708 27,748 1.4 %
Diversified Financial Services
Blackhawk Network Holdings, Inc.(5)(7)First lien senior secured loanS +5.00%3/2029100,000 98,000 100,061 4.8 %
BTRS Holdings Inc. (dba Billtrust)(8)First lien senior secured loanS +8.00%12/202862,962 61,291 62,174 3.0 %
BTRS Holdings Inc. (dba Billtrust)(8)(14)(16)First lien senior secured delayed draw term loanS +8.00%12/20243,270 3,270 3,203 0.2 %
BTRS Holdings Inc. (dba Billtrust)(8)(14)First lien senior secured revolving loanS +7.25%12/20283,358 3,200 3,274 0.2 %
Computer Services, Inc. (dba CSI)(8)First lien senior secured loanS +5.25%11/2029123,745 121,587 123,436 5.9 %
Computer Services, Inc. (dba CSI)(8)First lien senior secured loanS +5.25%11/202920,883 20,680 20,831 1.0 %
6

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of September 30, 2023March 31, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Diversified Support Services
CoreTrust Purchasing Group LLC(7)First lien senior secured loanS +6.75%10/202925,826 25,362 25,568 1.4 %
CoreTrust Purchasing Group LLC(13)(14)(15)First lien senior secured delayed draw term loanS +6.75%9/2024— (16)— — %
CoreTrust Purchasing Group LLC(13)(14)First lien senior secured revolving loanS +6.75%10/2029— (60)(38)— %
25,286 25,530 1.4 %
Electrical Equipment
BCPE Watson (DE) ORML, LP(9)(20)(23)First lien senior secured loanS +6.50%7/2028125,000 123,954 124,375 7.0 %
123,954 124,375 7.0 %
Food & Staples Retailing
Circana Group, L.P. (fka The NPD Group, L.P.)(7)First lien senior secured loanS +6.25% (2.75% PIK)12/2028144,311 141,785 142,867 8.0 %
Circana Group, L.P. (fka The NPD Group, L.P.)(7)(13)First lien senior secured revolving loanS +5.75%12/20271,631 1,490 1,540 0.1 %
143,275 144,407 8.1 %
Health Care Equipment & Supplies
PerkinElmer U.S. LLC(8)First lien senior secured loanS +6.75%3/202945,555 44,705 44,986 2.5 %
44,705 44,986 2.5 %
Health Care Providers & Services
Covetrus, Inc.(8)Second lien senior secured loanS +9.25%10/203075,000 73,577 74,625 4.2 %
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(7)First lien senior secured loanS +5.50%3/20259,962 9,962 9,913 0.6 %
Engage Debtco Limited(8)(20)First lien senior secured loanS +5.75% (2.40% PIK)7/202920,000 19,569 19,650 1.1 %
Natural Partners, LLC(8)(20)First lien senior secured loanS +6.00%11/20279,174 9,032 9,105 0.5 %
Natural Partners, LLC(13)(14)(20)First lien senior secured revolving loanS +6.00%11/2027— (10)(5)— %
OneOncology LLC(8)First lien senior secured loanS +6.25%6/20307,937 7,821 7,857 0.4 %
OneOncology LLC(13)(14)(15)First lien senior secured delayed draw term loanS +6.25%12/2024— (18)— — %
OneOncology LLC(13)(14)First lien senior secured revolving loanS +6.25%6/2029— (23)(16)— %
TC Holdings, LLC (dba TrialCard)(9)First lien senior secured loanS +5.00%4/20278,817 8,751 8,817 0.5 %
TC Holdings, LLC (dba TrialCard)(13)(14)First lien senior secured revolving loanS +5.00%4/2027— (8)— — %
Vermont Aus Pty Ltd(8)(20)First lien senior secured loanS +5.50%3/20289,850 9,655 9,727 0.5 %
138,308 139,673 7.8 %
Health Care Technology
Athenahealth Group Inc.(5)(7)First lien senior secured loanS +3.25%2/20293,529 3,260 3,456 0.2 %
Color Intermediate, LLC(8)First lien senior secured loanS +5.50%10/202948,515 47,634 48,030 2.7 %
Hyland Software, Inc.(7)First lien senior secured loanS +6.00%9/203065,438 64,459 64,457 3.6 %
Company(1)(4)(6)(17)(23)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Computer Services, Inc. (dba CSI)(8)First lien senior secured loanS +5.25%11/20296,342 6,311 6,326 0.3 %
Computer Services, Inc. (dba CSI)(14)(15)(16)First lien senior secured delayed draw term loanS +5.25%2/2026— (22)— — %
Hg Genesis 9 SumoCo Limited(10)(21)Unsecured EUR facilityE +7.00% PIK3/202748,068 52,650 51,914 2.5 %
Juniper Square, Inc.(8)First lien senior secured loanS +9.50% (4.75% PIK)12/202638,098 37,309 37,432 1.8 %
Juniper Square, Inc.(14)(15)First lien senior secured revolving loanS +8.50%12/2026— (31)(39)— %
Smarsh Inc.(8)First lien senior secured loanS +5.75%2/202925,905 25,713 25,905 1.2 %
Smarsh Inc.(8)(14)(16)First lien senior secured delayed draw term loanS +5.75%2/20243,238 3,190 3,238 0.2 %
Smarsh Inc.(7)(14)First lien senior secured revolving loanS +5.75%2/2029104 102 104 — %
433,250 437,859 21.1 %
Diversified Support Services
CoreTrust Purchasing Group LLC(7)First lien senior secured loanS +6.50%10/202925,696 25,262 25,632 1.2 %
CoreTrust Purchasing Group LLC(14)(15)(16)First lien senior secured delayed draw term loanS +6.75%9/2024— (15)— — %
CoreTrust Purchasing Group LLC(14)(15)First lien senior secured revolving loanS +6.75%10/2029— (53)(9)— %
25,194 25,623 1.2 %
Food & Staples Retailing
Circana Group, L.P. (fka The NPD Group, L.P.)(8)First lien senior secured loanS +6.25% (2.75% PIK)12/2028145,700 143,349 144,972 6.9 %
Circana Group, L.P. (fka The NPD Group, L.P.)(7)(14)First lien senior secured revolving loanS +5.75%12/20275,074 4,950 5,028 0.2 %
148,299 150,000 7.1 %
Health Care Equipment & Supplies
PerkinElmer U.S. LLC(7)First lien senior secured loanS +6.75%3/202945,327 44,538 45,327 2.2 %
44,538 45,327 2.2 %
Health Care Providers & Services
Covetrus, Inc.(8)Second lien senior secured loanS +9.25%10/203075,000 73,639 75,000 3.6 %
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(7)First lien senior secured loanS +5.50%3/20259,950 9,950 9,950 0.4 %
Engage Debtco Limited(8)(21)First lien senior secured loanS +5.75% (2.25% PIK)7/202920,256 19,856 19,902 0.9 %
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(9)First lien senior secured loanS +6.25%12/202921,635 21,222 21,310 1.0 %
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(14)(15)First lien senior secured revolving loanS +6.25%12/2029— (55)(44)— %
Natural Partners, LLC(8)(21)First lien senior secured loanS +4.50%11/20279,127 9,001 9,127 0.4 %
Natural Partners, LLC(14)(15)(21)First lien senior secured revolving loanS +6.00%11/2027— (9)— — %
OneOncology LLC(8)First lien senior secured loanS +6.25%6/20307,897 7,788 7,897 0.4 %
7

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of September 30, 2023March 31, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Hyland Software, Inc.(13)(14)First lien senior secured revolving loanS +6.00%9/2029— (46)(47)— %
Iconic IMO Merger Sub, Inc.(8)First lien senior secured loanS +6.00%5/202920,638 20,287 20,534 1.2 %
Iconic IMO Merger Sub, Inc.(9)(13)(15)First lien senior secured delayed draw term loanS +6.00%5/20241,333 1,281 1,327 0.1 %
Iconic IMO Merger Sub, Inc.(9)(13)First lien senior secured revolving loanS +6.00%5/2028397 359 385 — %
Imprivata, Inc.(7)Second lien senior secured loanS +6.25%12/202817,647 17,470 17,647 1.0 %
Interoperability Bidco, Inc. (dba Lyniate)(8)First lien senior secured loanS +7.00%12/202628,265 28,136 27,983 1.6 %
Interoperability Bidco, Inc. (dba Lyniate)(8)(13)First lien senior secured revolving loanS +7.00%12/2024677 664 654 — %
Neptune Holdings, Inc. (dba NexTech)(9)First lien senior secured loanS +6.00%8/20306,618 6,454 6,452 0.4 %
Neptune Holdings, Inc. (dba NexTech)(13)(14)First lien senior secured revolving loanS +6.00%8/2029— (22)(22)— %
PointClickCare Technologies, Inc.(8)(20)First lien senior secured loanS +4.00%12/20279,850 9,736 9,850 0.6 %
Project Ruby Ultimate Parent Corp. (dba Wellsky)(5)(7)First lien senior secured loanS +3.25%3/202811,778 11,300 11,613 0.7 %
210,972 212,319 12.1 %
Insurance
AmeriLife Holdings LLC(7)First lien senior secured loanS +5.75%8/202918,045 17,729 17,956 1.0 %
AmeriLife Holdings LLC(9)(13)(15)First lien senior secured delayed draw term loanS +5.75%9/20243,008 2,943 2,993 0.2 %
AmeriLife Holdings LLC(9)(13)First lien senior secured revolving loanS +5.75%8/2028379 342 367 — %
Asurion, LLC(5)(7)First lien senior secured loanS +4.25%8/202818,671 17,860 18,111 1.0 %
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(8)First lien senior secured loanS +7.50%3/202937,324 36,420 36,764 2.1 %
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(13)(14)First lien senior secured revolving loanS +7.50%3/2029— (85)(56)— %
Integrated Specialty Coverages, LLC(8)First lien senior secured loanS +6.00%7/20305,603 5,521 5,517 0.3 %
Integrated Specialty Coverages, LLC(13)(14)(15)First lien senior secured delayed draw term loanS +6.00%1/2024— (8)(4)— %
Integrated Specialty Coverages, LLC(13)(14)First lien senior secured revolving loanS +6.00%7/2029— (9)(9)— %
Integrity Marketing Acquisition, LLC(8)First lien senior secured loanS +5.86%8/202630,755 30,670 30,755 1.7 %
Integrity Marketing Acquisition, LLC(13)(14)(15)First lien senior secured delayed draw term loanS +6.00%2/2025— (55)— — %
Integrity Marketing Acquisition, LLC(13)(14)First lien senior secured revolving loanS +6.50%8/2026— (12)— — %
111,316 112,394 6.3 %
IT Services
Kaseya Inc.(8)First lien senior secured loanS +6.25% (2.50% PIK)6/202978,218 76,851 78,022 4.4 %
Kaseya Inc.(8)(13)(15)First lien senior secured delayed draw term loanS +6.25% (2.50% PIK)6/2024289 247 288 — %
Company(1)(4)(6)(17)(23)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
OneOncology LLC(8)(14)(16)First lien senior secured delayed draw term loanS +6.25%12/20241,032 1,003 1,032 — %
OneOncology LLC(14)(15)First lien senior secured revolving loanS +6.25%6/2029— (21)— — %
PetVet Care Centers, LLC(7)First lien senior secured loanS +6.00%11/203039,152 38,775 38,956 1.9 %
PetVet Care Centers, LLC(14)(15)(16)First lien senior secured delayed draw term loanS +6.00%11/2025— (24)— — %
PetVet Care Centers, LLC(14)(15)First lien senior secured revolving loanS +6.00%11/2029— (54)(27)— %
TC Holdings, LLC (dba TrialCard)(8)First lien senior secured loanS +5.00%4/20278,772 8,715 8,772 0.4 %
TC Holdings, LLC (dba TrialCard)(14)(15)First lien senior secured revolving loanS +5.00%4/2027— (7)— — %
Vermont Aus Pty Ltd(8)(21)First lien senior secured loanS +5.65%3/20289,800 9,624 9,727 0.5 %
199,403 201,602 9.5 %
Health Care Technology
Athenahealth Group Inc.(5)(7)First lien senior secured loanS +3.25%2/20293,511 3,263 3,473 0.2 %
Color Intermediate, LLC(8)First lien senior secured loanS +5.50%10/202948,272 47,437 47,789 2.3 %
Greenway Health, LLC(9)First lien senior secured loanS +6.75%4/202910,300 10,005 10,068 0.5 %
Hyland Software, Inc.(7)First lien senior secured loanS +6.00%9/203065,274 64,347 64,295 3.1 %
Hyland Software, Inc.(14)(15)First lien senior secured revolving loanS +6.00%9/2029— (42)(47)— %
Iconic IMO Merger Sub, Inc.(9)First lien senior secured loanS +6.00%5/202920,533 20,207 20,431 1.0 %
Iconic IMO Merger Sub, Inc.(9)(14)(16)First lien senior secured delayed draw term loanS +6.00%5/20242,053 1,999 2,043 0.1 %
Iconic IMO Merger Sub, Inc.(8)(14)First lien senior secured revolving loanS +6.00%5/2028397 363 385 — %
Imprivata, Inc.(8)Second lien senior secured loanS +6.25%12/202817,647 17,470 17,647 0.8 %
Indikami Bidco, LLC (dba IntegriChain)(7)First lien senior secured loanS +6.50% (2.50% PIK)12/203056,488 55,254 55,641 2.7 %
Indikami Bidco, LLC (dba IntegriChain)(14)(15)(16)First lien senior secured delayed draw term loanS +6.00%12/2025— (77)— — %
Indikami Bidco, LLC (dba IntegriChain)(7)(14)First lien senior secured revolving loanS +6.00%6/20301,409 1,258 1,304 0.1 %
Interoperability Bidco, Inc. (dba Lyniate)(8)First lien senior secured loanS +7.00%12/202628,122 28,011 27,559 1.3 %
Interoperability Bidco, Inc. (dba Lyniate)(8)(14)First lien senior secured revolving loanS +7.00%12/2024858 850 812 — %
Neptune Holdings, Inc. (dba NexTech)(9)First lien senior secured loanS +6.00%8/20306,601 6,445 6,469 0.3 %
Neptune Holdings, Inc. (dba NexTech)(14)(15)First lien senior secured revolving loanS +6.00%8/2029— (20)(18)— %
PointClickCare Technologies, Inc.(8)(21)First lien senior secured loanS +4.00%12/20279,800 9,697 9,800 0.5 %
Project Ruby Ultimate Parent Corp. (dba Wellsky)(5)(7)First lien senior secured loanS +3.25%3/202811,717 11,287 11,694 0.6 %
277,754 279,345 13.5 %
Industrial Conglomerates
8

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of September 30, 2023March 31, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Kaseya Inc.(8)(13)First lien senior secured revolving loanS +6.25% (2.50% PIK)6/20291,189 1,112 1,177 0.1 %
78,210 79,487 4.5 %
Life Sciences Tools & Services
Bamboo US BidCo LLC(8)First lien senior secured loanS +6.00%9/203019,692 19,102 19,102 1.1 %
Bamboo US BidCo LLC(10)First lien senior secured EUR term loanE +6.00%9/203012,252 12,583 12,583 0.7 %
Bamboo US BidCo LLC(13)(14)(15)First lien senior secured delayed draw term loanS +6.00%3/2025— (46)(46)— %
Bamboo US BidCo LLC(13)(14)First lien senior secured revolving loanS +6.00%10/2029— (123)(123)— %
Bracket Intermediate Holding Corp.(5)(8)First lien senior secured loanS +5.00%5/202834,913 33,933 34,832 2.0 %
65,449 66,348 3.8 %
Pharmaceuticals
Foundation Consumer Brands, LLC(8)First lien senior secured loanS +6.25%2/202718,115 17,839 18,115 1.1 %
Pacific BidCo Inc.(8)(20)First lien senior secured loanS +5.75% (3.11% PIK)8/20298,664 8,475 8,556 0.5 %
Pacific BidCo Inc.(13)(14)(15)(20)First lien senior secured delayed draw term loanS +5.75%8/2025— (10)— — %
26,304 26,671 1.6 %
Professional Services
Certinia, Inc.(9)First lien senior secured loanS +7.25%8/202944,118 43,251 43,235 2.4 %
Certinia, Inc.(13)(14)First lien senior secured revolving loanS +7.25%8/2029— (115)(118)— %
Proofpoint, Inc.(5)(7)First lien senior secured loanS +3.25%8/20283,207 3,110 3,178 0.2 %
Sensor Technology Topco, Inc. (dba Humanetics)(8)First lien senior secured loanS +7.00% (2.00% PIK)5/202662,472 62,056 62,315 3.5 %
Sensor Technology Topco, Inc. (dba Humanetics)(10)First lien senior secured EUR term loanE +7.25% (2.25% PIK)5/202611,253 12,143 11,884 0.7 %
Sensor Technology Topco, Inc. (dba Humanetics)(7)(13)First lien senior secured revolving loanS +6.50%5/20262,232 2,196 2,218 0.1 %
Sovos Compliance, LLC(5)(7)First lien senior secured loanS +4.50%8/202819,601 19,218 19,262 1.1 %
141,859 141,974 8.0 %
Real Estate Management & Development
Entrata, Inc.(7)First lien senior secured loanS +6.00%7/203044,872 44,208 44,199 2.5 %
Entrata, Inc.(13)(14)First lien senior secured revolving loanS +6.00%7/2028— (73)(77)— %
44,135 44,122 2.5 %
Systems Software
Activate Holdings (US) Corp. (dba Absolute Software)(8)(20)First lien senior secured loanS +6.75%7/203039,739 38,665 38,647 2.2 %
Activate Holdings (US) Corp. (dba Absolute Software)(13)(14)(20)First lien senior secured revolving loanS +6.75%7/2030— (81)(83)— %
Company(1)(4)(6)(17)(23)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Aptean Acquiror, Inc. (dba Aptean)(8)First lien senior secured loanS +5.25%1/20312,945 2,916 2,915 0.1 %
Aptean Acquiror, Inc. (dba Aptean)(8)(14)(16)First lien senior secured delayed draw term loanS +5.25%1/202626 23 23 — %
Aptean Acquiror, Inc. (dba Aptean)(14)(15)First lien senior secured revolving loanS +5.25%1/2031— (3)(3)— %
2,936 2,935 0.1 %
Insurance
AmeriLife Holdings LLC(8)First lien senior secured loanS +5.75%8/202917,955 17,661 17,910 0.9 %
AmeriLife Holdings LLC(9)(14)(16)First lien senior secured delayed draw term loanS +5.75%9/20244,502 4,429 4,491 0.2 %
AmeriLife Holdings LLC(8)(14)(16)First lien senior secured delayed draw term loanS +5.75%10/2025376 338 376 — %
AmeriLife Holdings LLC(14)(15)First lien senior secured revolving loanS +5.75%8/2028— (33)(6)— %
Asurion, LLC(5)(7)First lien senior secured loanS +4.25%8/202818,577 17,827 17,905 0.9 %
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(8)First lien senior secured loanS +7.50%3/202937,324 36,447 36,950 1.8 %
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(14)(15)First lien senior secured revolving loanS +7.50%3/2029— (78)(37)— %
Galway Borrower LLC(14)(15)(16)First lien senior secured delayed draw term loanS +5.00%2/2026— (8)(8)— %
Galway Borrower LLC(7)(14)First lien senior secured revolving loanS +5.25%9/202832 30 30 — %
Integrated Specialty Coverages, LLC(9)First lien senior secured loanS +6.00%7/20305,589 5,511 5,534 0.3 %
Integrated Specialty Coverages, LLC(14)(15)(16)First lien senior secured delayed draw term loanS +6.00%1/2024— (7)— — %
Integrated Specialty Coverages, LLC(14)(15)First lien senior secured revolving loanS +6.00%7/2029— (8)(6)— %
Integrity Marketing Acquisition, LLC(8)First lien senior secured loanS +5.82%8/202630,601 30,532 30,601 1.5 %
Integrity Marketing Acquisition, LLC(8)(14)(16)First lien senior secured delayed draw term loanS +6.00%2/2025794 745 794 — %
Integrity Marketing Acquisition, LLC(14)(15)First lien senior secured revolving loanS +6.50%8/2026— (10)— — %
113,376 114,534 5.6 %
IT Services
Kaseya Inc.(8)First lien senior secured loanS +6.00% (2.50% PIK)6/202979,513 78,216 79,514 3.8 %
Kaseya Inc.(14)(15)(16)First lien senior secured delayed draw term loanS +5.50%6/2024— (36)— — %
Kaseya Inc.(7)(14)First lien senior secured revolving loanS +5.50%6/20291,194 1,123 1,194 0.1 %
79,303 80,708 3.9 %
Life Sciences Tools & Services
Bamboo US BidCo LLC(8)First lien senior secured loanS +6.75% (3.38% PIK)9/203019,862 19,301 19,415 0.9 %
Bamboo US BidCo LLC(10)First lien senior secured EUR term loanE +6.75% (3.38% PIK)9/203012,358 12,718 13,046 0.6 %
9

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of September 30, 2023March 31, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Appfire Technologies, LLC(8)First lien senior secured loanS +5.50%3/20273,520 3,500 3,502 0.2 %
Appfire Technologies, LLC(13)(14)(15)First lien senior secured delayed draw term loanS +5.50%6/2024— (54)— — %
Appfire Technologies, LLC(13)(14)First lien senior secured revolving loanS +5.50%3/2027— (9)(4)— %
Barracuda Networks, Inc.(5)(8)First lien senior secured loanS +4.50%8/202944,663 43,494 44,167 2.5 %
Barracuda Networks, Inc.(8)Second lien senior secured loanS +7.00%8/203055,875 54,349 52,243 2.9 %
ConnectWise, LLC(5)(7)First lien senior secured loanS +3.50%9/20283,097 3,001 3,043 0.2 %
Delta TopCo, Inc. (dba Infoblox, Inc.)(9)Second lien senior secured loanS +7.25%12/202824,464 21,668 24,158 1.4 %
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(9)Second lien senior secured loanS +6.75%11/202720,000 19,803 17,950 1.0 %
Oranje Holdco, Inc. (dba KnowBe4)(8)First lien senior secured loanS +7.75%2/2029106,818 105,303 105,750 5.9 %
Oranje Holdco, Inc. (dba KnowBe4)(13)(14)First lien senior secured revolving loanS +7.75%2/2029— (178)(134)— %
Ping Identity Holding Corp.(7)First lien senior secured loanS +7.00%10/202990,909 89,684 90,455 5.1 %
Ping Identity Holding Corp.(13)(14)First lien senior secured revolving loanS +7.00%10/2028— (115)(45)— %
Rubrik, Inc.(8)First lien senior secured loanS +7.00%8/202846,771 46,168 46,303 2.6 %
Rubrik, Inc.(8)(13)First lien senior secured delayed draw term loanS +7.00%8/2028660 605 595 — %
SailPoint Technologies Holdings, Inc.(7)First lien senior secured loanS +6.25%8/2029136,920 134,380 135,893 7.6 %
SailPoint Technologies Holdings, Inc.(13)(14)First lien senior secured revolving loanS +6.25%8/2028— (212)(98)— %
Securonix, Inc.(8)First lien senior secured loanS +6.50%4/202819,774 19,618 18,736 1.1 %
Securonix, Inc.(13)(14)First lien senior secured revolving loanS +6.50%4/2028— (27)(187)— %
Sophos Holdings, LLC(5)(7)(20)First lien senior secured loanS +3.50%3/202714,809 14,331 14,766 0.8 %
Talon MidCo 2 Limited (dba Tufin)(8)(20)First lien senior secured loanS +7.69%8/202828,223 27,760 27,729 1.6 %
Talon MidCo 2 Limited (dba Tufin)(13)(14)(15)(20)First lien senior secured delayed draw term loanS +7.69%8/2024— — (6)— %
Talon MidCo 2 Limited (dba Tufin)(13)(14)(20)First lien senior secured revolving loanS +7.00%8/2028— (22)(24)— %
621,631 623,356 35.1 %
Total non-controlled/non-affiliated portfolio company debt investments$2,924,236 $2,940,317 165.8 %
Equity Investments
Application Software
6Sense Insights, Inc.(18)(21)Series E-1 Preferred StockN/AN/A316,128 10,001 8,365 0.5 %
Project Alpine Co-Invest Fund, L.P.(18)(20)(21)LP InterestN/AN/A$9,695 9,695 10,633 0.6 %
Zoro TopCo, L.P.(18)(21)Class A Common UnitsN/AN/A1,051,383 10,514 11,032 0.6 %
Zoro TopCo, Inc.(12)(18)Series A Preferred Stock12.50% PIKN/A12,617 13,169 13,319 0.7 %
43,379 43,349 2.4 %
Company(1)(4)(6)(17)(23)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Bamboo US BidCo LLC(8)(14)(16)First lien senior secured delayed draw term loanS +6.75% (3.38% PIK)3/2025329 281 301 — %
Bamboo US BidCo LLC(14)(15)First lien senior secured revolving loanS +6.00%10/2029— (113)(92)— %
Bracket Intermediate Holding Corp.(5)(8)First lien senior secured loanS +5.00%5/202834,738 33,848 34,790 1.7 %
66,035 67,460 3.2 %
Media
Monotype Imaging Holdings Inc.(8)First lien senior secured loanS +5.50%2/203168,904 68,392 68,366 3.3 %
Monotype Imaging Holdings Inc.(14)(15)(16)First lien senior secured delayed draw term loanS +5.50%2/2026— (21)(2)— %
Monotype Imaging Holdings Inc.(14)(15)First lien senior secured revolving loanS +5.50%2/2030— (64)(67)— %
68,307 68,297 3.3 %
Multiline Retail
PDI TA Holdings, Inc.(7)First lien senior secured loanS +5.50%2/203111,816 11,642 11,639 0.6 %
PDI TA Holdings, Inc.(14)(15)(16)First lien senior secured delayed draw term loanS +5.50%2/2026— (44)(45)— %
PDI TA Holdings, Inc.(14)(15)First lien senior secured revolving loanS +5.50%2/2031— (20)(20)— %
11,578 11,574 0.6 %
Pharmaceuticals
BridgeBio Pharma, Inc.(8)(21)First lien senior secured loanS +6.75%1/202930,000 29,956 29,700 1.4 %
Foundation Consumer Brands, LLC(8)First lien senior secured loanS +6.25%2/202717,496 17,263 17,496 0.9 %
Pacific BidCo Inc.(9)(21)First lien senior secured loanS +5.75% (3.20% PIK)8/20298,740 8,563 8,674 0.4 %
Pacific BidCo Inc.(14)(15)(16)(21)First lien senior secured delayed draw term loanS +6.00%8/2025— (9)— — %
XRL 1 LLC (dba XOMA)(13)First lien senior secured loan9.88%12/203813,000 12,767 12,610 0.6 %
XRL 1 LLC (dba XOMA)(13)(14)(15)First lien senior secured delayed draw term loan9.88%12/2038— (15)(30)— %
68,525 68,450 3.3 %
Professional Services
Certinia, Inc.(8)First lien senior secured loanS +7.25%8/202944,118 43,316 43,456 2.1 %
Certinia, Inc.(14)(15)First lien senior secured revolving loanS +7.25%8/2029— (105)(88)— %
Gerson Lehrman Group, Inc.(8)First lien senior secured loanS +5.25%12/202718,895 18,734 18,727 0.9 %
Gerson Lehrman Group, Inc.(14)(15)First lien senior secured revolving loanS +5.25%12/2027— (8)(9)— %
Proofpoint, Inc.(5)(7)First lien senior secured loanS +3.25%8/20283,191 3,102 3,191 0.2 %
Sensor Technology Topco, Inc. (dba Humanetics)(8)First lien senior secured loanS +7.00% (2.00% PIK)5/202663,112 62,768 63,112 3.0 %
Sensor Technology Topco, Inc. (dba Humanetics)(10)First lien senior secured EUR term loanE +7.25% (2.25% PIK)5/202611,383 12,298 12,294 0.6 %
Sensor Technology Topco, Inc. (dba Humanetics)(7)(14)First lien senior secured revolving loanS +6.50%5/20263,217 3,187 3,217 0.2 %
10

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of September 30, 2023March 31, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Capital Markets
Acorns Grow Incorporated(12)(17)(18)(20)Series F Preferred Stock5.00% PIKN/A572,135 10,850 10,378 0.6 %
10,850 10,378 0.6 %
Diversified Financial Services
Amergin Asset Management, LLC(18)(20)(21)Class A UnitsN/AN/A50,000,000 — — — %
Juniper Square, Inc.(18)(21)WarrantsN/AN/A40,984 238 213 — %
238 213 — %
Health Care Technology
BEHP Co-Investor II, L.P.(18)(20)(21)LP InterestN/AN/A$1,270 1,266 1,325 0.1 %
Orange Blossom Parent, Inc.(18)(21)Common StockN/AN/A16,667 1,667 1,710 0.1 %
Minerva Holdco, Inc.(12)(18)Series A Preferred Stock10.75% PIKN/A50,000 57,102 54,770 3.1 %
WP Irving Co-Invest, L.P.(18)(20)(21)Partnership UnitsN/AN/A1,250,000 1,250 1,304 0.1 %
61,285 59,109 3.4 %
Insurance
Accelerate Topco Holdings, LLC(18)(21)Common UnitsN/AN/A12,822 354 404 — %
Coherent Group Limited(17)(18)(20)(21)Series B Preferred SharesN/AN/A153,095 16,011 14,400 0.8 %
16,365 14,804 0.8 %
IT Services
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(12)(18)Perpetual Preferred Stock11.75% PIKN/A62,500 68,845 70,035 3.9 %
68,845 70,035 3.9 %
Systems Software
Axonius, Inc.(17)(18)(21)Series E Preferred StockN/AN/A1,733,274 10,032 8,775 0.5 %
Elliott Alto Co-Investor Aggregator L.P.(18)(20)(21)LP InterestN/AN/A13,060 13,137 12,373 0.7 %
Halo Parent Newco, LLC(12)(18)Class H PIK Preferred Equity11.00% PIKN/A43,655 45,346 38,897 2.2 %
Picard Holdco, Inc.(8)(18)Series A Preferred StockS +12.00%N/A102,985 93,262 84,372 4.7 %
Project Hotel California Co-Invest Fund, L.P.(18)(20)(21)LP InterestN/AN/A$8,061 8,061 8,413 0.5 %
Securiti, Inc.(18)(21)Series C Preferred SharesN/AN/A2,525,571 20,000 18,596 1.0 %
189,838 171,426 9.6 %
Total non-controlled/non-affiliated portfolio company equity investments$390,800 $369,314 20.7 %
Total non-controlled/non-affiliated portfolio company investments$3,315,036 $3,309,631 186.5 %
Non-controlled/affiliated portfolio company investments
Debt Investments
Diversified Financial Services
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(12)(20)First lien senior secured loan12.00% PIK7/20308,084 8,084 8,084 0.5 %
8,084 8,084 0.5 %
Total non-controlled/affiliated portfolio company debt investments$8,084 $8,084 0.5 %
Company(1)(4)(6)(17)(23)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Sovos Compliance, LLC(5)(7)First lien senior secured loanS +4.50%8/202819,501 19,151 19,304 0.9 %
162,443 163,204 7.9 %
Real Estate Management & Development
Entrata, Inc.(7)First lien senior secured loanS +6.00%7/203044,760 44,116 44,424 2.1 %
Entrata, Inc.(14)(15)First lien senior secured revolving loanS +6.00%7/2028— (66)(38)— %
44,050 44,386 2.1 %
Systems Software
Activate Holdings (US) Corp. (dba Absolute Software)(8)(21)First lien senior secured loanS +6.25%7/203039,541 38,510 38,948 1.9 %
Activate Holdings (US) Corp. (dba Absolute Software)(14)(15)(21)First lien senior secured revolving loanS +6.75%7/2030— (75)(45)— %
Appfire Technologies, LLC(8)First lien senior secured loanS +5.50%3/20274,101 4,078 4,091 0.2 %
Appfire Technologies, LLC(14)(15)(16)First lien senior secured delayed draw term loanS +5.50%6/2024— (44)— — %
Appfire Technologies, LLC(8)(14)First lien senior secured revolving loanS +4.50%3/2027187 179 185 — %
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(7)First lien senior secured loanS +6.50%3/203115,675 15,440 15,440 0.7 %
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(14)(15)(16)First lien senior secured delayed draw term loanS +6.50%3/2026— (266)(267)— %
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(14)(15)First lien senior secured revolving loanS +6.50%3/2031— (85)(86)— %
Barracuda Networks, Inc.(5)(8)First lien senior secured loanS +4.50%8/202944,438 43,354 44,140 2.1 %
Barracuda Networks, Inc.(8)Second lien senior secured loanS +7.00%8/203055,875 54,422 51,545 2.5 %
ConnectWise, LLC(5)(8)First lien senior secured loanS +3.50%9/20283,081 2,993 3,078 0.1 %
Crewline Buyer, Inc. (dba New Relic)(8)First lien senior secured loanS +6.75%11/2030114,518 112,869 113,373 5.4 %
Crewline Buyer, Inc. (dba New Relic)(14)(15)First lien senior secured revolving loanS +6.75%11/2030— (169)(120)— %
Delta TopCo, Inc. (dba Infoblox, Inc.)(9)Second lien senior secured loanS +7.25%12/202824,464 21,852 24,525 1.2 %
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(8)Second lien senior secured loanS +6.75%11/202720,000 19,803 17,750 0.8 %
Oranje Holdco, Inc. (dba KnowBe4)(8)First lien senior secured loanS +7.50%2/2029106,818 105,366 106,284 5.1 %
Oranje Holdco, Inc. (dba KnowBe4)(14)(15)First lien senior secured revolving loanS +7.50%2/2029— (161)(67)— %
Ping Identity Holding Corp.(7)First lien senior secured loanS +7.00%10/202990,909 89,762 90,909 4.3 %
Ping Identity Holding Corp.(14)(15)First lien senior secured revolving loanS +7.00%10/2028— (103)— — %
Rubrik, Inc.(8)First lien senior secured loanS +7.00%8/202846,771 46,210 46,537 2.2 %
Rubrik, Inc.(8)(14)First lien senior secured delayed draw term loanS +7.00%8/20282,227 2,170 2,195 0.1 %
SailPoint Technologies Holdings, Inc.(8)First lien senior secured loanS +6.00%8/2029136,920 134,549 136,578 6.5 %
11

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of September 30, 2023March 31, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Equity Investments
Diversified Financial Services
AAM Series 2.1 Aviation Feeder, LLC(13)(18)(19)(20)(21)LLC InterestN/AN/A$6,824 6,824 6,823 0.4 %
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(13)(18)(19)(20)(21)LLC InterestN/AN/A$5,318 5,319 5,326 0.3 %
12,143 12,149 0.7 %
Insurance
Fifth Season Investments LLC(18)(19)Class A UnitsN/AN/A34,579 34,581 1.9 %
34,579 34,581 1.9 %
Pharmaceuticals
LSI Financing 1 DAC(18)(19)(20)Preferred equityN/AN/A$19,595 19,352 19,805 1.1 %
19,352 19,805 1.1 %
Total non-controlled/affiliated portfolio company equity investments$66,074 $66,535 3.7 %
Total non-controlled/affiliated portfolio company investments$74,158 $74,619 4.2 %
Total Investments$3,389,194 $3,384,250 190.7 %
Company(1)(4)(6)(17)(23)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
SailPoint Technologies Holdings, Inc.(14)(15)First lien senior secured revolving loanS +6.00%8/2028— (191)(33)— %
Securonix, Inc.(8)First lien senior secured loanS +6.00%4/202819,774 19,633 18,192 0.9 %
Securonix, Inc.(14)(15)First lien senior secured revolving loanS +6.00%4/2028— (24)(285)— %
Sitecore Holding III A/S(11)First lien senior secured EUR term loanE +7.25% (4.25% PIK)3/202961,542 64,388 66,299 3.2 %
Sitecore Holding III A/S(9)First lien senior secured loanS +7.25% (4.25% PIK)3/202910,475 10,400 10,449 0.5 %
Sitecore USA, Inc.(9)First lien senior secured loanS +7.25% (4.25% PIK)3/202963,151 62,689 62,993 3.0 %
Sophos Holdings, LLC(5)(7)(21)First lien senior secured loanS +3.50%3/202714,732 14,318 14,751 0.7 %
Talon MidCo 2 Limited (dba Tufin)(7)(21)First lien senior secured loanS +7.69%8/202828,617 28,196 28,331 1.4 %
Talon MidCo 2 Limited (dba Tufin)(7)(21)First lien senior secured loanS +7.69%8/20282,072 2,033 2,052 0.1 %
Talon MidCo 2 Limited (dba Tufin)(14)(15)(16)(21)First lien senior secured delayed draw term loanS +7.69%8/2024— — (2)— %
Talon MidCo 2 Limited (dba Tufin)(14)(15)(21)First lien senior secured revolving loanS +7.00%8/2028— (20)(14)— %
892,076 897,726 42.9 %
Total non-controlled/non-affiliated portfolio company debt investments$3,426,607 $3,456,475 165.7 %
Equity Investments
Application Software
6Sense Insights, Inc.(19)(22)Series E-1 Preferred StockN/AN/A316,128 10,001 8,364 0.4 %
Project Alpine Co-Invest Fund, L.P.(19)(21)(22)LP InterestN/AN/A$9,695 9,695 11,450 0.5 %
Zoro TopCo, L.P.(19)(22)Class A Common UnitsN/AN/A1,051,383 10,514 11,447 0.5 %
Zoro TopCo, Inc.(13)(19)Series A Preferred Stock12.50% PIKN/A12,617 14,061 14,398 0.7 %
44,271 45,659 2.1 %
Capital Markets
Acorns Grow Incorporated(13)(18)(19)(21)Series F Preferred Stock5.00% PIKN/A572,135 11,122 10,715 0.5 %
11,122 10,715 0.5 %
Diversified Financial Services
Amergin Asset Management, LLC(19)(21)(22)Class A UnitsN/AN/A50,000,000 — — — %
Juniper Square, Inc.(19)(22)WarrantsN/AN/A40,984 238 214 — %
238 214 — %
Health Care Providers & Services
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(16)(19)(22)Class A InterestN/AN/A159 1,586 1,585 0.1 %
Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)(13)(19)Series A Preferred Stock15.00% PIKN/A4,419 4,505 4,497 0.2 %
6,091 6,082 0.3 %
Health Care Technology
12

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of March 31, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(6)(17)(23)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
BEHP Co-Investor II, L.P.(19)(21)(22)LP InterestN/AN/A$1,270 1,266 1,278 0.1 %
Orange Blossom Parent, Inc.(19)(22)Common StockN/AN/A16,667 1,667 1,664 0.1 %
Minerva Holdco, Inc.(13)(19)Series A Preferred Stock10.75% PIKN/A50,000 60,414 58,620 2.8 %
WP Irving Co-Invest, L.P.(19)(21)(22)Partnership UnitsN/AN/A1,250,000 1,250 1,258 0.1 %
64,597 62,820 3.1 %
Insurance
Accelerate Topco Holdings, LLC(19)(22)Common UnitsN/AN/A12,822 354 435 — %
354 435 — %
IT Services
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(9)(19)Perpetual Preferred StockS +10.75% PIKN/A62,500 73,102 74,195 3.5 %
73,102 74,195 3.5 %
Pharmaceuticals
XOMA Corporation(19)(22)WarrantsN/AN/A12,000 82 145 — %
82 145 — %
Real Estate Management & Development
Vestwell Holdings, Inc.(19)(22)Series D Preferred StockN/AN/A152,175 3,000 3,000 0.1 %
3,000 3,000 0.1 %
Systems Software
Axonius, Inc.(18)(19)(22)Series E Preferred StockN/AN/A1,733,274 10,033 8,142 0.4 %
Elliott Alto Co-Investor Aggregator L.P.(19)(21)(22)LP InterestN/AN/A13,060 13,145 14,046 0.7 %
Halo Parent Newco, LLC(13)(19)Class H PIK Preferred Equity11.00% PIKN/A48,659 47,975 39,869 1.9 %
Picard Holdco, Inc.(8)(19)Series A Preferred StockS +12.00% PIKN/A88,080 93,144 101,592 4.8 %
Project Hotel California Co-Invest Fund, L.P.(19)(21)(22)LP InterestN/AN/A$8,061 8,061 9,252 0.4 %
Securiti, Inc.(19)(22)Series C Preferred SharesN/AN/A2,525,571 20,000 20,000 1.0 %
192,358 192,901 9.2 %
Total non-controlled/non-affiliated portfolio company equity investments$395,215 $396,166 18.8 %
Total non-controlled/non-affiliated portfolio company investments$3,821,822 $3,852,641 184.5 %
Non-controlled/affiliated portfolio company investments(20)
Debt Investments
Diversified Financial Services
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(13)(21)First lien senior secured loan12.00% PIK7/2030$8,827 8,827 8,827 0.4 %
AAM Series 2.1 Aviation Feeder, LLC(13)(21)First lien senior secured loan12.00% PIK11/2030$10,337 10,337 10,337 0.5 %
19,164 19,164 0.9 %
Insurance
Coherent Group Inc.(18)(21)Convertible notesN/A12/2024$1,700 1,758 1,700 0.1 %
1,758 1,700 0.1 %
13

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of March 31, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(6)(17)(23)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Total non-controlled/affiliated portfolio company debt investments$20,922 $20,864 1.0 %
Equity Investments
Diversified Financial Services
AAM Series 2.1 Aviation Feeder, LLC(14)(19)(21)(22)LLC InterestN/AN/A$6,916 6,916 6,908 0.3 %
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(14)(19)(21)(22)LLC InterestN/AN/A$5,988 5,988 5,987 0.3 %
12,904 12,895 0.6 %
Insurance
Coherent Group Inc.(18)(19)(21)(22)Series B Preferred SharesN/AN/A323,095 16,013 13,493 0.6 %
Fifth Season Investments LLC(19)(24)Class A UnitsN/AN/A63,234 65,308 3.1 %
79,247 78,801 3.7 %
Pharmaceuticals
LSI Financing 1 DAC(19)(21)Preferred EquityN/AN/A$18,631 18,631 19,843 1.0 %
18,631 19,843 1.0 %
Total non-controlled/affiliated portfolio company equity investments$110,782 $111,539 5.3 %
Total non-controlled/affiliated portfolio company investments$131,704 $132,403 6.3 %
Total Investments$3,953,526 $3,985,044 190.8 %
_______________
(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)The amortized cost represents the original cost adjusted for the amortization and accretion of premiums and discounts, as applicable, on debt investments using the effective interest method.
(3)As of September 30, 2023,March 31, 2024, the net estimated unrealized gain for U.S. federal income tax purposes was $28.6$82.0 million based on a tax cost basis of $3.4$3.9 billion. As of September 30, 2023, theMarch 31, 2024, there was no estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $0.8 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $29.4$82.0 million.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Level 2 investment.
(6)Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Financing Rate ("SOFR"( “SOFR” or "S,"“S,” which can include one-, three- or six- month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”, which can include three- or six-month EURIBOR), SONIA ("(“SONIA” or "SA"“SA”) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(7)The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2023March 31, 2024 was 5.32%5.33%.
(8)The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2023March 31, 2024 was 5.40%5.30%.
(9)The interest rate on these loans is subject to 6 month SOFR, which as of September 30, 2023March 31, 2024 was 5.47%5.22%.
(10)The interest rate on this loan is subject to 3 month EURIBOR, which as of March 31, 2024 was 3.89%.
(11)The interest rate on this loan is subject 6 month EURIBOR, which as of March 31, 2024 was 3.85%.
(12)The interest rate on this loan is subject to SONIA, which as of March 31, 2024 was 5.19%.
(13)Contains a fixed-rate structure.
(14)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.
(15)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(16)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(17)Unless otherwise indicated, all investments are considered co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”
(18)Not a co-investment made with the Company’s affiliates.
(19)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of March 31, 2024, the aggregate fair value of these securities is $507.7 million or 24.2% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
14

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of March 31, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
Portfolio CompanyInvestmentAcquisition Date
6Sense Insights, Inc.Series E-1 Preferred StockJanuary 20, 2022
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLCLLC InterestJuly 01, 2022
AAM Series 2.1 Aviation Feeder, LLCLLC InterestJuly 01, 2022
Accelerate Topco Holdings, LLCCommon UnitsSeptember 01, 2022
Acorns Grow IncorporatedSeries F Preferred StockMarch 08, 2022
Amergin Asset Management, LLCClass A UnitsJuly 01, 2022
Axonius, Inc.Series E Preferred StockMarch 11, 2022
BEHP Co-Investor II, L.P.LP InterestMay 06, 2022
Coherent Group Inc.Series B Preferred SharesApril 21, 2022
Coherent Group Inc.Series B Preferred SharesDecember 28, 2023
Elliott Alto Co-Investor Aggregator L.P.LP InterestSeptember 28, 2022
Fifth Season Investments LLCClass A UnitsOctober 17, 2022
Halo Parent Newco, LLCClass H PIK Preferred EquityFebruary 22, 2022
Juniper Square, Inc.WarrantsDecember 29, 2022
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)Perpetual Preferred StockJune 23, 2022
LSI Financing 1 DACPreferred EquityDecember 14, 2022
Minerva Holdco, Inc.Series A Preferred StockFebruary 15, 2022
Orange Blossom Parent, Inc.Common StockJuly 29, 2022
Picard Holdco, Inc.Series A Preferred StockSeptember 29, 2022
Project Alpine Co-Invest Fund, L.P.LP InterestJune 13, 2022
Project Hotel California Co-Invest Fund, L.P.LP InterestAugust 09, 2022
Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)Series A Preferred StockNovember 15, 2023
Securiti, Inc.Series C Preferred SharesJuly 29, 2022
Vestwell Holdings, Inc.Series D Preferred StockDecember 20, 2023
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)Class A InterestNovember 30, 2023
WP Irving Co-Invest, L.P.Partnership UnitsMay 18, 2022
XOMA CorporationWarrantsDecember 15, 2023
Zoro TopCo, L.P.Class A Common UnitsNovember 22, 2022
Zoro TopCo, Inc.Series A Preferred StockNovember 22, 2022
_______________
(20)Under the Investment Company Act of 1940, as amended (the “1940 Act”), the Company is deemed to be an “Affiliated Person” of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% but less than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement. Transactions during the three months ended March 31, 2024 in which the Company was an Affiliated Person of the portfolio company are as follows:
15

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of March 31, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
CompanyFair Value at December 31, 2023Gross Additions (a)Gross Reductions (b)Net Change in Unrealized Gain/(Loss)TransfersFair Value at March 31, 2024Interest IncomeDividend IncomeOther Income
Non-Controlled Affiliates
AAM Series 2.1 Aviation Feeder, LLC(c)
$17,438 $187 $(194)$(186)$— $17,245 $316 $— $— 
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)
14,409 235 — 170 — 14,814 266 — — 
Coherent Group Inc.16,204 58 — (1,069)— 15,193 — — — 
Fifth Season Investments LLC43,908 20,801 (1,472)2,071 — 65,308 — 785 — 
LSI Financing 1 DAC19,988 — (373)228 — 19,843 — 16 — 
Total Non-Controlled Affiliates$111,947 $21,281 $(2,039)$1,214 $— $132,403 $582 $801 $— 
_______________
(a)Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest (“PIK”) or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.
(b)Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.
(c)In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”) the Company made a minority investment in Amergin Asset Management, LLC, which has entered into a Servicing Agreement with Amergin AssetCo.
(21)This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of March 31, 2024, non-qualifying assets represented 13.2% of total assets as calculated in accordance with the regulatory requirements.
(22)Investment is non-income producing.
(23)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facilities and CLO. See Note 6 “Debt”.
(24)Investment is not pledged as collateral for the credit facilities.

The accompanying notes are an integral part of these consolidated financial statements.
16

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands, except share amounts)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Aerospace & defense
ManTech International Corporation(8)First lien senior secured loanS +5.75%9/2029$66,854 $65,683 $66,351 3.8 %
ManTech International Corporation(8)(13)(15)First lien senior secured delayed draw term loanS +5.75%9/20245,668 5,484 5,625 0.3 %
ManTech International Corporation(13)(14)First lien senior secured revolving loanS +5.75%9/2028— (135)(65)— %
71,032 71,911 4.1 %
Application Software
Anaplan, Inc.(8)First lien senior secured loanS +6.50%6/2029130,890 129,804 130,890 7.3 %
Anaplan, Inc.(13)(14)First lien senior secured revolving loanS +6.50%6/2028— (70)— — %
Armstrong Bidco Limited (dba The Access Group)(11)(20)First lien senior secured GBP term loanSA +5.25%6/2029£5,314 6,401 6,724 0.4 %
Armstrong Bidco Limited (dba The Access Group)(11)(15)(20)First lien senior secured GBP delayed draw term loanSA +5.25%6/2025£2,773 3,339 3,508 0.2 %
Avalara, Inc.(8)First lien senior secured loanS +7.25%10/2028104,545 103,224 104,023 5.7 %
Avalara, Inc.(13)(14)First lien senior secured revolving loanS +7.25%10/2028— (125)(52)— %
Community Brands ParentCo, LLC(7)First lien senior secured loanS +5.50%2/202812,527 12,344 12,402 0.7 %
Community Brands ParentCo, LLC(13)(14)(15)First lien senior secured delayed draw term loanS +5.50%2/2024— (10)— — %
Community Brands ParentCo, LLC(13)(14)First lien senior secured revolving loanS +5.50%2/2028— (10)(8)— %
Coupa Holdings, LLC(7)First lien senior secured loanS +7.50%2/203084,811 82,823 83,115 4.6 %
Coupa Holdings, LLC(13)(14)(15)First lien senior secured delayed draw term loanS +7.50%8/2024— (83)(57)— %
Coupa Holdings, LLC(13)(14)First lien senior secured revolving loanS +7.50%2/2029— (125)(116)— %
Fullsteam Operations, LLC(8)First lien senior secured loanS +8.25%11/202910,593 10,278 10,275 0.6 %
Fullsteam Operations, LLC(8)(13)(15)First lien senior secured delayed draw term loanS +8.25%5/20251,009 945 944 0.1 %
Fullsteam Operations, LLC(13)(14)(15)First lien senior secured delayed draw term loanS +8.25%11/2025— (22)(22)— %
Fullsteam Operations, LLC(13)(14)First lien senior secured revolving loanS +8.25%11/2029— (17)(18)— %
Grayshift, LLC(7)(20)First lien senior secured loanS +8.00%7/2028112,931 111,437 111,237 6.1 %
Grayshift, LLC(13)(14)(20)First lien senior secured revolving loanS +8.00%7/2028— (43)(87)— %
Quartz Acquireco, LLC (dba Qualtrics)(7)First lien senior secured loanS +3.50%6/20304,988 4,942 4,950 0.3 %
Zendesk, Inc.(8)First lien senior secured loanS +6.25% (3.25% PIK)11/202894,047 92,441 92,871 5.1 %
Zendesk, Inc.(13)(14)(15)First lien senior secured delayed draw term loanS +6.25%11/2024— (695)(57)— %
Zendesk, Inc.(13)(14)First lien senior secured revolving loanS +6.25%11/2028— (154)(118)— %
556,624 560,404 31.1 %
Banks
17

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands, except share amounts)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Finastra USA, Inc.(9)(20)First lien senior secured loanS +7.25%9/202982,382 81,558 81,558 4.6 %
Finastra USA, Inc.(7)(13)(20)First lien senior secured revolving loanS +7.25%9/20292,262 2,176 2,176 0.1 %
83,734 83,734 4.7 %
Beverages
Innovation Ventures HoldCo, LLC(7)First lien senior secured loanS +6.25%3/202710,000 9,872 9,875 0.5 %
9,872 9,875 0.5 %
Building products
EET Buyer, Inc. (dba e-Emphasys)(8)First lien senior secured loanS +6.50%11/20279,602 9,475 9,602 0.5 %
EET Buyer, Inc. (dba e-Emphasys)(9)(13)First lien senior secured revolving loanS +6.50%11/2027160 150 160 — %
9,625 9,762 0.5 %
Commercial Services & Supplies
SimpliSafe Holding Corporation(7)First lien senior secured loanS +6.25%5/202820,267 19,969 20,065 1.1 %
SimpliSafe Holding Corporation(7)(13)(15)First lien senior secured delayed draw term loanS +6.25%5/2024682 658 676 — %
20,627 20,741 1.1 %
Construction & Engineering
Dodge Construction Network LLC(5)(8)First lien senior secured loanS +4.75%2/20299,850 9,734 7,584 0.4 %
9,734 7,584 0.4 %
Consumer Finance
Affirm, Inc.(5)(20)(21)Senior convertible notesN/A11/202625,000 19,180 20,455 1.1 %
19,180 20,455 1.1 %
Diversified Consumer Services
Sophia, L.P.(5)(7)First lien senior secured loanS +4.25%10/20279,850 9,778 9,826 0.5 %
9,778 9,826 0.5 %
Diversified Financial Services
BTRS Holdings Inc. (dba Billtrust)(8)First lien senior secured loanS +8.00%12/202862,962 61,250 62,017 3.4 %
BTRS Holdings Inc. (dba Billtrust)(8)(13)(15)First lien senior secured delayed draw term loanS +8.00%12/20242,607 2,607 2,527 0.1 %
BTRS Holdings Inc. (dba Billtrust)(8)(13)First lien senior secured revolving loanS +7.25%12/20281,679 1,513 1,578 0.1 %
Computer Services, Inc. (dba CSI)(8)First lien senior secured loanS +6.75%11/2029124,063 121,840 124,063 6.8 %
Computer Services, Inc. (dba CSI)(8)First lien senior secured loanS +6.00%11/202920,883 20,675 20,674 1.1 %
Hg Genesis 9 SumoCo Limited(10)(20)Unsecured EUR facilityE +7.00% PIK3/202746,773 51,217 51,668 2.8 %
Juniper Square, Inc.(8)First lien senior secured loanS +9.50% (4.75% PIK)12/202637,384 36,575 36,636 2.0 %
Juniper Square, Inc.(13)(14)First lien senior secured revolving loanS +8.50%12/2026— (34)(45)— %
Smarsh Inc.(8)First lien senior secured loanS +5.75%2/202925,905 25,704 25,840 1.4 %
Smarsh Inc.(8)(13)(15)First lien senior secured delayed draw term loanS +5.75%2/20243,238 3,188 3,230 0.2 %
18

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands, except share amounts)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Smarsh Inc.(13)(14)First lien senior secured revolving loanS +5.75%2/2029— (2)(1)— %
324,533 328,187 17.9 %
Diversified Support Services
CoreTrust Purchasing Group LLC(7)First lien senior secured loanS +6.75%10/202925,761 25,313 25,503 1.4 %
CoreTrust Purchasing Group LLC(13)(14)(15)First lien senior secured delayed draw term loanS +6.75%9/2024— (16)— — %
CoreTrust Purchasing Group LLC(13)(14)First lien senior secured revolving loanS +6.75%10/2029— (56)(38)— %
25,241 25,465 1.4 %
Electrical Equipment
BCPE Watson (DE) ORML, LP(9)(20)(23)First lien senior secured loanS +6.50%7/2028125,000 123,994 124,375 6.9 %
123,994 124,375 6.9 %
Food & Staples Retailing
Circana Group, L.P. (fka The NPD Group, L.P.)(7)First lien senior secured loanS +6.25% (2.75% PIK)12/2028144,986 142,548 143,536 7.9 %
Circana Group, L.P. (fka The NPD Group, L.P.)(7)(13)First lien senior secured revolving loanS +5.75%12/20271,631 1,498 1,540 0.1 %
144,046 145,076 8.0 %
Health Care Equipment & Supplies
PerkinElmer U.S. LLC(7)First lien senior secured loanS +6.75%3/202945,441 44,621 45,441 2.5 %
44,621 45,441 2.5 %
Health Care Providers & Services
Covetrus, Inc.(8)Second lien senior secured loanS +9.25%10/203075,000 73,608 74,813 4.1 %
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(7)First lien senior secured loanS +5.50%3/20259,956 9,956 9,931 0.6 %
Engage Debtco Limited(8)(20)First lien senior secured loanS +5.75% (2.25% PIK)7/202920,128 19,712 19,776 1.1 %
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(9)First lien senior secured loanS +6.25%12/202921,635 21,209 21,206 1.2 %
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(9)(13)First lien senior secured revolving loanS +6.25%12/2029881 824 823 — %
Natural Partners, LLC(8)(20)First lien senior secured loanS +4.50%11/20279,150 9,017 9,105 0.5 %
Natural Partners, LLC(13)(14)(20)First lien senior secured revolving loanS +4.50%11/2027— (9)(3)— %
OneOncology LLC(8)First lien senior secured loanS +6.25%6/20307,917 7,804 7,877 0.4 %
OneOncology LLC(13)(14)(15)First lien senior secured delayed draw term loanS +6.25%12/2024— (17)— — %
OneOncology LLC(13)(14)First lien senior secured revolving loanS +6.25%6/2029— (22)(8)— %
PetVet Care Centers, LLC(7)First lien senior secured loanS +6.00%11/203039,250 38,863 38,838 2.1 %
PetVet Care Centers, LLC(13)(14)(15)First lien senior secured delayed draw term loanS +6.00%11/2025— (25)(3)— %
PetVet Care Centers, LLC(13)(14)First lien senior secured revolving loanS +6.00%11/2029— (57)(56)— %
TC Holdings, LLC (dba TrialCard)(8)First lien senior secured loanS +5.00%4/20278,795 8,733 8,795 0.5 %
19

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands, except share amounts)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
TC Holdings, LLC (dba TrialCard)(13)(14)First lien senior secured revolving loanS +5.00%4/2027— (7)— — %
Vermont Aus Pty Ltd(8)(20)First lien senior secured loanS +5.50%3/20289,825 9,639 9,727 0.5 %
199,228 200,821 11.0 %
Health Care Technology
Athenahealth Group Inc.(5)(7)First lien senior secured loanS +3.25%2/20293,520 3,262 3,501 0.2 %
Color Intermediate, LLC(8)First lien senior secured loanS +5.50%10/202948,394 47,535 47,910 2.6 %
Greenway Health, LLC(9)First lien senior secured loanS +6.75%4/202910,300 9,993 9,991 0.5 %
Hyland Software, Inc.(7)First lien senior secured loanS +6.00%9/203065,438 64,484 64,456 3.5 %
Hyland Software, Inc.(13)(14)First lien senior secured revolving loanS +6.00%9/2029— (44)(47)— %
Iconic IMO Merger Sub, Inc.(8)First lien senior secured loanS +6.00%5/202920,585 20,247 20,482 1.1 %
Iconic IMO Merger Sub, Inc.(9)(13)(15)First lien senior secured delayed draw term loanS +6.00%5/20241,825 1,770 1,816 0.1 %
Iconic IMO Merger Sub, Inc.(8)(13)First lien senior secured revolving loanS +6.00%5/202899 63 87 — %
Imprivata, Inc.(8)Second lien senior secured loanS +6.25%12/202817,647 17,470 17,647 1.0 %
Indikami Bidco, LLC (dba IntegriChain)(7)First lien senior secured loanS +6.00%12/203056,374 55,110 55,106 3.0 %
Indikami Bidco, LLC (dba IntegriChain)(13)(14)(15)First lien senior secured delayed draw term loanS +6.00%12/2025— (80)(62)— %
Indikami Bidco, LLC (dba IntegriChain)(13)(14)First lien senior secured revolving loanS +6.00%6/2030— (158)(159)— %
Interoperability Bidco, Inc. (dba Lyniate)(8)First lien senior secured loanS +7.00%12/202628,193 28,074 27,771 1.6 %
Interoperability Bidco, Inc. (dba Lyniate)(8)(13)First lien senior secured revolving loanS +7.00%12/2024948 937 914 0.1 %
Neptune Holdings, Inc. (dba NexTech)(9)First lien senior secured loanS +6.00%8/20306,618 6,459 6,452 0.4 %
Neptune Holdings, Inc. (dba NexTech)(13)(14)First lien senior secured revolving loanS +6.00%8/2029— (21)(22)— %
PointClickCare Technologies, Inc.(8)(20)First lien senior secured loanS +4.00%12/20279,825 9,717 9,825 0.5 %
Project Ruby Ultimate Parent Corp. (dba Wellsky)(5)(7)First lien senior secured loanS +3.25%3/202811,748 11,293 11,727 0.6 %
276,111 277,395 15.2 %
Insurance
AmeriLife Holdings LLC(7)First lien senior secured loanS +5.75%8/202918,000 17,695 17,910 1.0 %
AmeriLife Holdings LLC(8)(13)(15)First lien senior secured delayed draw term loanS +5.75%9/20243,751 3,682 3,732 0.2 %
AmeriLife Holdings LLC(13)(14)(15)First lien senior secured delayed draw term loanS +5.75%10/2025— (37)— — %
AmeriLife Holdings LLC(13)(14)First lien senior secured revolving loanS +5.75%8/2028— (35)(11)— %
Asurion, LLC(5)(7)First lien senior secured loanS +4.25%8/202818,624 17,839 18,535 1.0 %
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(8)First lien senior secured loanS +7.50%3/202937,324 36,433 36,764 2.0 %
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(13)(14)First lien senior secured revolving loanS +7.50%3/2029— (82)(56)— %
20

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands, except share amounts)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Integrated Specialty Coverages, LLC(8)First lien senior secured loanS +6.00%7/20305,603 5,523 5,519 0.3 %
Integrated Specialty Coverages, LLC(13)(14)(15)First lien senior secured delayed draw term loanS +6.00%1/2024— (8)(3)— %
Integrated Specialty Coverages, LLC(13)(14)First lien senior secured revolving loanS +6.00%7/2029— (8)(9)— %
Integrity Marketing Acquisition, LLC(8)First lien senior secured loanS +5.86%8/202630,678 30,601 30,678 1.7 %
Integrity Marketing Acquisition, LLC(8)(13)(15)First lien senior secured delayed draw term loanS +6.00%2/2025796 742 796 — %
Integrity Marketing Acquisition, LLC(13)(14)First lien senior secured revolving loanS +6.50%8/2026— (11)— — %
112,334 113,855 6.2 %
IT Services
Kaseya Inc.(8)First lien senior secured loanS +6.25% (2.50% PIK)6/202978,718 77,386 78,521 4.3 %
Kaseya Inc.(8)(13)(15)First lien senior secured delayed draw term loanS +6.25% (2.50% PIK)6/2024291 251 290 — %
Kaseya Inc.(7)(13)First lien senior secured revolving loanS +5.50%6/20291,194 1,120 1,182 0.1 %
78,757 79,993 4.4 %
Life Sciences Tools & Services
Bamboo US BidCo LLC(8)First lien senior secured loanS +6.75% (3.38% PIK)9/203019,692 19,116 19,102 1.1 %
Bamboo US BidCo LLC(10)First lien senior secured EUR term loanE +6.75% (3.38% PIK)9/203012,252 12,593 13,128 0.7 %
Bamboo US BidCo LLC(7)(13)(15)First lien senior secured delayed draw term loanS +6.75% (3.38% PIK)3/2025211 164 162 — %
Bamboo US BidCo LLC(13)(14)First lien senior secured revolving loanS +6.00%10/2029— (118)(123)— %
Bracket Intermediate Holding Corp.(5)(8)First lien senior secured loanS +5.00%5/202834,825 33,890 34,773 1.9 %
65,645 67,042 3.7 %
Pharmaceuticals
Foundation Consumer Brands, LLC(8)First lien senior secured loanS +6.25%2/202717,567 17,316 17,567 0.9 %
Pacific BidCo Inc.(9)(20)First lien senior secured loanS +5.75% (3.11% PIK)8/20298,733 8,550 8,646 0.5 %
Pacific BidCo Inc.(13)(14)(15)(20)First lien senior secured delayed draw term loanS +5.75%8/2025— (10)— — %
XRL 1 LLC (dba XOMA)(12)First lien senior secured loan9.88%12/203813,000 12,725 12,708 0.7 %
XRL 1 LLC (dba XOMA)(12)(13)(14)First lien senior secured delayed draw term loan9.88%12/2038— (15)(23)— %
38,566 38,898 2.1 %
Professional Services
Certinia, Inc.(9)First lien senior secured loanS +7.25%8/202944,118 43,285 43,235 2.4 %
Certinia, Inc.(13)(14)First lien senior secured revolving loanS +7.25%8/2029— (110)(118)— %
Proofpoint, Inc.(5)(7)First lien senior secured loanS +3.25%8/20283,199 3,106 3,196 0.2 %
21

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands, except share amounts)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Sensor Technology Topco, Inc. (dba Humanetics)(8)First lien senior secured loanS +7.00% (2.00% PIK)5/202662,791 62,411 62,634 3.4 %
Sensor Technology Topco, Inc. (dba Humanetics)(10)First lien senior secured EUR term loanE +7.25% (2.25% PIK)5/202611,318 12,220 12,471 0.7 %
Sensor Technology Topco, Inc. (dba Humanetics)(8)(13)First lien senior secured revolving loanS +6.50%5/20263,094 3,061 3,080 0.2 %
Sovos Compliance, LLC(5)(7)First lien senior secured loanS +4.50%8/202819,551 19,184 19,283 1.1 %
143,157 143,781 8.0 %
Real Estate Management & Development
Entrata, Inc.(7)First lien senior secured loanS +6.00%7/203044,872 44,217 44,199 2.4 %
Entrata, Inc.(13)(14)First lien senior secured revolving loanS +6.00%7/2028— (70)(77)— %
44,147 44,122 2.4 %
Systems Software
Activate Holdings (US) Corp. (dba Absolute Software)(8)(20)First lien senior secured loanS +6.75%7/203039,640 38,587 38,649 2.1 %
Activate Holdings (US) Corp. (dba Absolute Software)(8)(13)(20)First lien senior secured revolving loanS +6.75%7/2030602 524 527 — %
Appfire Technologies, LLC(8)First lien senior secured loanS +5.50%3/20273,859 3,837 3,840 0.2 %
Appfire Technologies, LLC(13)(14)(15)First lien senior secured delayed draw term loanS +5.50%6/2024— (49)— — %
Appfire Technologies, LLC(8)(13)First lien senior secured revolving loanS +5.50%3/2027187 178 183 — %
Barracuda Networks, Inc.(5)(8)First lien senior secured loanS +4.50%8/202944,550 43,424 43,383 2.4 %
Barracuda Networks, Inc.(8)Second lien senior secured loanS +7.00%8/203055,875 54,385 52,523 2.9 %
ConnectWise, LLC(5)(8)First lien senior secured loanS +3.50%9/20283,089 2,997 3,078 0.2 %
Crewline Buyer, Inc. (dba New Relic)(8)First lien senior secured loanS +6.75%11/2030114,805 113,107 113,083 6.2 %
Crewline Buyer, Inc. (dba New Relic)(13)(14)First lien senior secured revolving loanS +6.75%11/2030— (176)(179)— %
Delta TopCo, Inc. (dba Infoblox, Inc.)(8)Second lien senior secured loanS +7.25%12/202824,464 21,758 24,463 1.3 %
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(8)Second lien senior secured loanS +6.75%11/202720,000 19,803 17,350 1.0 %
Oranje Holdco, Inc. (dba KnowBe4)(8)First lien senior secured loanS +7.50%2/2029106,818 105,334 105,750 5.8 %
Oranje Holdco, Inc. (dba KnowBe4)(13)(14)First lien senior secured revolving loanS +7.75%2/2029— (170)(134)— %
Ping Identity Holding Corp.(7)First lien senior secured loanS +7.00%10/202990,909 89,723 90,455 5.0 %
Ping Identity Holding Corp.(13)(14)First lien senior secured revolving loanS +7.00%10/2028— (109)(45)— %
Rubrik, Inc.(8)First lien senior secured loanS +7.00%8/202846,771 46,190 46,303 2.5 %
Rubrik, Inc.(8)(13)First lien senior secured delayed draw term loanS +7.00%8/2028660 600 595 — %
SailPoint Technologies Holdings, Inc.(7)First lien senior secured loanS +6.00%8/2029136,920 134,464 135,893 7.5 %
SailPoint Technologies Holdings, Inc.(13)(14)First lien senior secured revolving loanS +6.00%8/2028— (201)(98)— %
22

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands, except share amounts)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Securonix, Inc.(8)First lien senior secured loanS +6.00%4/202819,774 19,625 18,538 1.0 %
Securonix, Inc.(13)(14)First lien senior secured revolving loanS +6.00%4/2028— (25)(222)— %
Sitecore Holding III A/S(10)First lien senior secured EUR term loanE +7.75% (6.29% PIK)3/202961,542 64,371 67,472 3.7 %
Sitecore Holding III A/S(9)First lien senior secured loanS +7.75% (7.07% PIK)3/202910,475 10,397 10,396 0.6 %
Sitecore USA, Inc.(9)First lien senior secured loanS +7.75% (7.07% PIK)3/202963,151 62,683 62,677 3.4 %
Sophos Holdings, LLC(5)(7)(20)First lien senior secured loanS +3.50%3/202714,770 14,325 14,790 0.8 %
Talon MidCo 2 Limited (dba Tufin)(8)(20)First lien senior secured loanS +7.69%8/202828,420 27,977 28,064 1.5 %
Talon MidCo 2 Limited (dba Tufin)(8)(20)First lien senior secured loanS +7.69%8/20282,058 2,017 2,032 0.1 %
Talon MidCo 2 Limited (dba Tufin)(13)(14)(15)(20)First lien senior secured delayed draw term loanS +7.69%8/2024— — (2)— %
Talon MidCo 2 Limited (dba Tufin)(13)(14)(20)First lien senior secured revolving loanS +7.00%8/2028— (21)(17)— %
875,555 879,347 48.2 %
Total non-controlled/non-affiliated portfolio company debt investments$3,286,141 $3,308,090 181.9 %
Equity Investments
Application Software
6Sense Insights, Inc.(18)(21)Series E-1 Preferred StockN/AN/A316,128 10,001 8,364 0.5 %
Project Alpine Co-Invest Fund, L.P.(18)(20)(21)LP InterestN/AN/A$9,695 9,695 11,450 0.6 %
Zoro TopCo, L.P.(18)(21)Class A Common UnitsN/AN/A1,051,383 10,514 11,447 0.6 %
Zoro TopCo, Inc.(12)(18)Series A Preferred Stock12.50% PIKN/A12,617 13,613 13,818 0.8 %
43,823 45,079 2.5 %
Capital Markets
Acorns Grow Incorporated(12)(17)(18)(20)Series F Preferred Stock5.00% PIKN/A572,135 10,985 10,502 0.6 %
10,985 10,502 0.6 %
Diversified Financial Services
Amergin Asset Management, LLC(18)(20)(21)Class A UnitsN/AN/A50,000,000 — — — %
Juniper Square, Inc.(18)(21)WarrantsN/AN/A40,984 238 214 — %
238 214 — %
Health Care Technology
BEHP Co-Investor II, L.P.(18)(20)(21)LP InterestN/AN/A$1,270 1,266 1,278 0.1 %
Orange Blossom Parent, Inc.(18)(21)Common StockN/AN/A16,667 1,667 1,664 0.1 %
Minerva Holdco, Inc.(12)(18)Series A Preferred Stock10.75% PIKN/A50,000 58,753 57,797 3.2 %
WP Irving Co-Invest, L.P.(18)(20)(21)Partnership UnitsN/AN/A1,250,000 1,250 1,258 0.1 %
62,936 61,997 3.5 %
Health Care Providers & Services
23

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands, except share amounts)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(15)(18)(21)Class A InterestN/AN/A159 1,585 1,585 0.1 %
Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)(12)(18)Series A Preferred Stock15.00% PIKN/A4,419 4,332 4,331 0.2 %
5,917 5,916 0.3 %
Insurance
Accelerate Topco Holdings, LLC(18)(21)Common UnitsN/AN/A12,822 354 417 — %
354 417 — %
IT Services
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(12)(18)Perpetual Preferred Stock11.75% PIKN/A62,500 68,887 70,035 3.9 %
68,887 70,035 3.9 %
Pharmaceuticals
XOMA Corporation(18)(21)WarrantsN/AN/A12,000 82 82 — %
82 82 — %
Real Estate Management & Development
Vestwell Holdings, Inc.(18)(21)Series D Preferred StockN/AN/A152,175 3,000 3,000 0.2 %
3,000 3,000 0.2 %
Systems Software
Axonius, Inc.(17)(18)(21)Series E Preferred StockN/AN/A1,733,274 10,033 8,775 0.5 %
Elliott Alto Co-Investor Aggregator L.P.(18)(20)(21)LP InterestN/AN/A13,060 13,137 13,107 0.7 %
Halo Parent Newco, LLC(12)(18)Class H PIK Preferred Equity11.00% PIKN/A40,000 46,643 38,202 2.1 %
Picard Holdco, Inc.(8)(18)Series A Preferred StockS +12.00%N/A88,080 93,099 102,546 5.6 %
Project Hotel California Co-Invest Fund, L.P.(18)(20)(21)LP InterestN/AN/A$8,061 8,061 9,134 0.5 %
Securiti, Inc.(18)(21)Series C Preferred SharesN/AN/A2,525,571 20,000 18,596 1.0 %
190,973 190,360 10.4 %
Total non-controlled/non-affiliated portfolio company equity investments$387,195 $387,602 21.4 %
Total non-controlled/non-affiliated portfolio company investments$3,673,336 $3,695,692 203.3 %
Non-controlled/affiliated portfolio company investments
Debt Investments
Diversified Financial Services
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(12)(19)(20)First lien senior secured loan12.00% PIK7/2030$8,784 8,784 8,784 0.4 %
AAM Series 2.1 Aviation Feeder, LLC(12)(19)(20)First lien senior secured loan12.00% PIK11/2030$10,438 10,437 10,437 0.7 %
19,221 19,221 1.1 %
Insurance
Coherent Group Inc.(17)(19)(20)Convertible notesN/A12/2024$1,700 1,700 1,700 0.1 %
1,700 1,700 0.1 %
Total non-controlled/affiliated portfolio company debt investments$20,921 $20,921 1.2 %
Equity Investments
24

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2023
(Amounts in thousands, except share amounts)
Company(1)(4)(6)(16)(22)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Diversified Financial Services
AAM Series 2.1 Aviation Feeder, LLC(13)(18)(19)(20)(21)LLC InterestN/AN/A$6,824 6,824 7,001 0.4 %
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(13)(18)(19)(20)(21)LLC InterestN/AN/A$5,795 5,795 5,625 0.3 %
12,619 12,626 0.7 %
Insurance
Coherent Group Inc.(17)(18)(19)(20)(21)Series B Preferred SharesN/AN/A323,095 16,013 14,504 0.8 %
Fifth Season Investments LLC(18)(19)(23)Class A UnitsN/AN/A43,904 43,908 2.4 %
59,917 58,412 3.2 %
Pharmaceuticals
LSI Financing 1 DAC(18)(19)(20)Preferred EquityN/AN/A$18,950 19,004 19,988 1.1 %
19,004 19,988 1.1 %
Total non-controlled/affiliated portfolio company equity investments$91,540 $91,026 5.0 %
Total non-controlled/affiliated portfolio company investments$112,461 $111,947 6.2 %
Total Investments$3,785,797 $3,807,639 209.5 %
_______________
(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)The amortized cost represents the original cost adjusted for the amortization and accretion of premiums and discounts, as applicable, on debt investments using the effective interest method.
(3)As of December 31, 2023, the net estimated unrealized gain for U.S. federal income tax purposes was $63.7 million based on a tax cost basis of $3.7 billion. As of December 31, 2023, there was no estimated aggregate gross unrealized loss for U.S. federal income tax purposes and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $63.7 million.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Level 2 investment.
(6)Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Financing Rate ( “SOFR” or “S,” which can include one-, three- or six- month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”, which can include three- or six-month EURIBOR), SONIA (“SONIA” or “SA”) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(7)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2023 was 3.95%5.35%.
(8)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2023 was 5.33%.
(9)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2023 was 5.16%.
(10)The interest rate on this loan is subject to 3 month EURIBOR, which as of December 31, 2023 was 3.91%.
(11)The interest rate on this loan is subject to SONIA, which as of September 30,December 31, 2023 was 5.19%.
(12)Contains a fixed-rate structure.
(13)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.
(14)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(15)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(16)Unless otherwise indicated, all investments are considered co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”
(17)Not a co-investment made with the Company’s affiliates
(18)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of September 30,December 31, 2023, the aggregate fair value of these securities is $435.8$478.6 million or 24.5%26.3% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
1225

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of September 30,December 31, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Portfolio CompanyInvestmentAcquisition Date
6Sense Insights, Inc.Series E-1 Preferred StockJanuary 20, 2022
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLCLLC InterestJuly 01, 2022
AAM Series 2.1 Aviation Feeder, LLCLLC InterestJuly 01, 2022
Accelerate Topco Holdings, LLCCommon UnitsSeptember 01, 2022
Acorns Grow IncorporatedSeries F Preferred StockMarch 08, 2022
Amergin Asset Management, LLCClass A UnitsJuly 01, 2022
Axonius, Inc.Series E Preferred StockMarch 11, 2022
BEHP Co-Investor II, L.P.LP InterestMay 06, 2022
Coherent Group LimitedInc.Series B Preferred SharesApril 21, 2022
Coherent Group Inc.Series B Preferred SharesDecember 28, 2023
Elliott Alto Co-Investor Aggregator L.P.LP InterestSeptember 28, 2022
Fifth Season Investments LLCClass A UnitsOctober 17, 2022
Halo Parent Newco, LLCClass H PIK Preferred EquityFebruary 22, 2022
Juniper Square, Inc.WarrantsDecember 29, 2022
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)Perpetual Preferred StockJune 23, 2022
LSI Financing 1 DACPreferred equityEquityDecember 14, 2022
Minerva Holdco, Inc.Series A Preferred StockFebruary 15, 2022
Orange Blossom Parent, Inc.Common StockJuly 29, 2022
Picard Holdco, Inc.Series A Preferred StockSeptember 29, 2022
Project Alpine Co-Invest Fund, L.P.LP InterestJune 13, 2022
Project Hotel California Co-Invest Fund, L.P.LP InterestAugust 09, 2022
Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)Series A Preferred StockNovember 15, 2023
Securiti, Inc.Series C Preferred SharesJuly 29, 2022
Vestwell Holdings, Inc.Series D Preferred StockDecember 20, 2023
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)Class A InterestNovember 30, 2023
WP Irving Co-Invest, L.P.Partnership UnitsMay 18, 2022
XOMA CorporationWarrantsDecember 15, 2023
Zoro TopCo, L.P.Class A Common UnitsNovember 22, 2022
Zoro TopCo, Inc.Series A Preferred StockNovember 22, 2022
_______________
(19)Under the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”), the Company is deemed to be an "Affiliated Person"“Affiliated Person” of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% but less than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement. Transactions during the nine months ended September 30, 2023 in which the Company was an Affiliated Person of the portfolio company are as follows:
CompanyFair Value at December 31, 2022Gross Additions (a)Gross Reductions (b)Net Change in Unrealized Gain/(Loss)Fair Value at September 30, 2023Interest IncomeDividend IncomeOther Income
Non-Controlled Affiliates
AAM Series 2.1 Aviation Feeder, LLC(c)
$348 $6,475 $— $— $6,823 $— $— $— 
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)
— 13,402 — 13,410 172 — — 
Fifth Season Investments LLC25,110 9,471 — — 34,581 — 801 — 
LSI Financing 1 DAC6,175 15,042 (1,914)502 19,805 — 212 — 
Total Non-Controlled Affiliates$31,633 $44,390 $(1,914)$510 $74,619 $172 $1,013 $— 
_______________
(a)Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.
(b)Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.
(c)In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”) the Company made a minority investment in Amergin Asset Management, LLC which has entered into a Servicing Agreement with Amergin AssetCo.
13

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
(20)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of September 30, 2023, non-qualifying assets represented 18.0% of total assets as calculated in accordance with the regulatory requirements.
(21)Investment is non-income producing.
(22)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility and SPV Asset Facilities. See Note 6 “Debt”.
(23)Investment is not pledged as collateral for the credit facilities.

The accompanying notes are an integral part of these consolidated financial statements.
14

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(24)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Aerospace & defense
ManTech International Corporation(6)(11)(19)First lien senior secured loanS +5.75%9/2029$67,531 $66,223 $66,180 5.4 %
ManTech International Corporation(6)(16)(17)(18)(19)First lien senior secured delayed draw term loanS +5.75%9/2024— (153)(160)— %
ManTech International Corporation(6)(16)(17)(19)First lien senior secured revolving loanS +5.75%9/2028— (163)(172)— %
67,531 65,907 65,848 5.4 %
Application Software
Anaplan, Inc.(6)(10)(19)First lien senior secured loanS +6.50%6/2029130,890 129,654 130,563 10.6 %
Anaplan, Inc.(6)(16)(17)(19)First lien senior secured revolving loanS +6.50%6/2028— (86)(24)— %
Armstrong Bidco Limited (dba The Access Group)(6)(14)(19)(22)First lien senior secured loanSA +5.25%6/20296,392 6,383 6,312 0.5 %
Armstrong Bidco Limited (dba The Access Group)(6)(14)(16)(18)(19)(22)First lien senior secured delayed draw term loanSA +5.25%6/20252,588 2,583 2,556 0.2 %
Avalara, Inc.(6)(11)(19)First lien senior secured loanS +7.25%10/2028104,545 103,017 102,977 8.4 %
Avalara, Inc.(6)(16)(17)(19)First lien senior secured revolving loanS +7.25%10/2028— (151)(157)— %
Community Brands ParentCo, LLC(6)(10)(19)First lien senior secured loanS +5.75%2/202812,654 12,433 12,465 1.0 %
Community Brands ParentCo, LLC(6)(16)(17)(18)(19)First lien senior secured delayed draw term loanS +5.75%2/2024— (13)(8)— %
Community Brands ParentCo, LLC(6)(16)(17)(19)First lien senior secured revolving loanS +5.75%2/2028— (13)(11)— %
Fullsteam Operations, LLC(6)(8)(16)(18)(19)First lien senior secured delayed draw term loanL +7.50%(3.00% PIK)5/202430,606 29,699 29,971 2.4 %
Grayshift, LLC(6)(10)(19)First lien senior secured loanS +7.50%7/202853,923 53,418 53,518 4.4 %
Grayshift, LLC(6)(16)(17)(19)First lien senior secured revolving loanS +7.50%7/2028— (53)(44)— %
Zendesk, Inc.(6)(11)(19)First lien senior secured loanS +6.50%11/202891,659 89,851 89,368 7.2 %
Zendesk, Inc.(6)(16)(17)(18)(19)First lien senior secured delayed draw term loanS +6.50%11/2024— (837)(344)— %
Zendesk, Inc.(6)(16)(17)(19)First lien senior secured revolving loanS +6.50%11/2028— (185)(236)— %
433,257 425,700 426,906 34.7 %
Beverages
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(6)(10)(19)First lien senior secured loanS +6.25%3/202710,000 9,836 9,800 0.9 %
10,000 9,836 9,800 0.9 %
Commercial Services & Supplies
SimpliSafe Holding Corporation(6)(10)(19)First lien senior secured loanS +6.25%5/202820,473 20,104 20,217 1.7 %
SimpliSafe Holding Corporation(6)(16)(17)(18)(19)First lien senior secured delayed draw term loanS +6.25%5/2024— (23)(6)— %
20,473 20,081 20,211 1.7 %
15

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(24)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Construction & Engineering
Dodge Construction Network, LLC(6)(12)(19)First lien senior secured loanS +4.75%2/20299,950 9,815 8,458 0.7 %
9,950 9,815 8,458 0.7 %
Consumer Finance
Affirm, Inc.(5)(19)(22)(23)Senior convertible notesN/A11/202625,000 17,491 13,735 1.1 %
25,000 17,491 13,735 1.1 %
Diversified Consumer Services
Sophia, L.P.(6)(10)(19)First lien senior secured loanS +4.25%10/20279,950 9,861 9,925 0.8 %
9,950 9,861 9,925 0.8 %
Diversified Financial Services
BTRS Holdings Inc. (dba Billtrust)(6)(11)(19)First lien senior secured loanS +8.00%12/202862,962 61,083 61,204 4.9 %
BTRS Holdings Inc. (dba Billtrust)(6)(16)(17)(18)(19)First lien senior secured delayed draw term loanS +8.00%12/2024— — (148)— %
BTRS Holdings Inc. (dba Billtrust)(6)(16)(17)(19)First lien senior secured revolving loanS +8.00%12/2028— (200)(187)— %
Hg Genesis 9 SumoCo Limited(6)(13)(19)(22)Unsecured facilityE +7.00% PIK3/202745,124 46,324 45,124 3.7 %
Juniper Square, Inc.(6)(10)(19)First lien senior secured loanS +8.50%12/202633,750 32,839 32,837 2.7 %
Juniper Square, Inc.(6)(16)(17)(19)First lien senior secured revolving loanS +8.50%12/2026— (45)(61)— %
Smarsh Inc.(6)(12)(19)First lien senior secured loanS +6.50%2/202925,905 25,671 25,646 2.1 %
Smarsh Inc.(6)(12)(16)(18)(19)First lien senior secured delayed draw term loanS +6.50%2/20243,238 3,178 3,206 0.3 %
Smarsh Inc.(6)(16)(17)(19)First lien senior secured revolving loanS +6.50%2/2029— (14)(16)— %
170,979 168,836 167,605 13.7 %
Diversified Support Services
CoreTrust Purchasing Group LLC(6)(11)(19)First lien senior secured loanS +6.75%10/202926,021 25,514 25,501 2.1 %
CoreTrust Purchasing Group LLC(6)(16)(17)(18)(19)First lien senior secured delayed draw term loanS +6.75%9/2024— (18)(19)— %
CoreTrust Purchasing Group LLC(6)(16)(17)(19)First lien senior secured revolving loanS +6.75%10/2029— (72)(76)— %
26,021 25,424 25,406 2.1 %
Electrical Equipment
BCPE Watson (DE) ORML, LP(6)(12)(19)(22)(25)First lien senior secured loanS +6.50%7/2028125,000 123,830 123,750 10.0 %
125,000 123,830 123,750 10.0 %
Food & Staples Retailing
The NPD Group, L.P.(6)(10)(19)First lien senior secured loanS +6.25% (2.75%PIK)12/2028142,301 139,512 139,455 11.4 %
The NPD Group, L.P.(6)(10)(16)(19)First lien senior secured revolving loanS +5.75%12/20271,087 920 906 0.1 %
143,388 140,432 140,361 11.5 %
Health Care Providers & Services
CVET Midco 2, L.P.(6)(11)(19)Second lien senior secured loanS +9.25%10/203075,000 73,494 73,470 6.0 %
16

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(24)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(6)(7)(19)First lien senior secured loanL +5.50%3/20259,981 9,982 9,881 0.9 %
Engage Debtco Limited(6)(11)(19)(22)First lien senior secured loanS +5.75%7/202920,000 19,526 19,550 1.6 %
Natural Partners, LLC(6)(9)(19)(22)First lien senior secured loanL +6.00%11/20279,243 9,082 9,059 0.7 %
Natural Partners, LLC(6)(16)(17)(19)(22)First lien senior secured revolving loanL +6.00%11/2027— (12)(14)— %
TC Holdings, LLC (dba TrialCard)(6)(11)(19)First lien senior secured loanS +5.00%4/20278,884 8,806 8,862 0.7 %
TC Holdings, LLC (dba TrialCard)(6)(16)(17)(19)First lien senior secured revolving loanS +5.00%4/2027— (9)(3)— %
123,108 120,869 120,805 9.9 %
Health Care Technology
Athenahealth Group Inc.(5)(6)(10)(19)First lien senior secured loanS +3.50%2/20293,556 3,257 3,202 0.3 %
Athenahealth Group Inc.(5)(6)(16)(17)(18)(19)First lien senior secured delayed draw term loanS +3.50%8/2023— (36)(41)— %
Color Intermediate, LLC(6)(11)(19)First lien senior secured loanS +5.50%10/202948,759 47,809 47,784 3.9 %
Hyland Software, Inc.(5)(6)(7)(19)First lien senior secured loanL +3.50%7/202413,811 13,611 13,608 1.1 %
Iconic IMO Merger Sub, Inc.(6)(12)(19)First lien senior secured loanS +6.00%5/202920,794 20,407 20,534 1.7 %
Iconic IMO Merger Sub, Inc.(6)(16)(17)(18)(19)First lien senior secured delayed draw term loanS +6.00%5/2024— (45)(12)— %
Iconic IMO Merger Sub, Inc.(6)(12)(16)(19)First lien senior secured revolving loanS +6.00%5/2028472 427 440 — %
Imprivata, Inc.(6)(10)(19)Second lien senior secured loanS +6.25%12/202817,647 17,470 17,206 1.4 %
Interoperability Bidco, Inc. (dba Lyniate)(6)(11)(19)First lien senior secured loanS +7.00%12/202628,480 28,324 28,267 2.3 %
Interoperability Bidco, Inc. (dba Lyniate)(6)(8)(16)(19)First lien senior secured revolving loanL +7.00%12/2024652 647 642 0.1 %
PointClickCare Technologies, Inc.(6)(11)(19)(22)First lien senior secured loanS +4.00%12/20279,925 9,793 9,751 0.8 %
Project Ruby Ultimate Parent Corp. (dba Wellsky)(5)(6)(7)(19)First lien senior secured loanL +3.25%3/202811,868 11,322 11,197 0.9 %
155,964 152,986 152,578 12.5 %
Insurance
AmeriLife Holdings LLC(6)(11)(19)First lien senior secured loanS +5.75%8/202918,182 17,832 17,864 1.5 %
AmeriLife Holdings LLC(6)(12)(16)(18)(19)First lien senior secured delayed draw term loanS +5.75%9/20243,030 2,958 2,966 0.2 %
AmeriLife Holdings LLC(6)(16)(17)(19)First lien senior secured revolving loanS +5.75%8/2028— (43)(40)— %
Asurion, LLC(6)(7)(19)First lien senior secured loanL +3.00%11/202427,927 26,703 27,089 2.2 %
49,139 47,450 47,879 3.9 %
IT Services
Kaseya Inc.(6)(11)(19)First lien senior secured loanS +5.75%6/202978,050 76,577 77,270 6.3 %
Kaseya Inc.(6)(16)(17)(18)(19)First lien senior secured delayed draw term loanS +5.75%6/2024— (44)— — %
17

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(24)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Kaseya Inc.(6)(16)(17)(19)First lien senior secured revolving loanS +5.75%6/2029— (87)(47)— %
78,050 76,446 77,223 6.3 %
Pharmaceuticals
Foundation Consumer Brands, LLC(6)(8)(19)First lien senior secured loanL +5.50%2/20278,644 8,646 8,622 0.7 %
Pacific BidCo Inc.(6)(11)(19)(22)First lien senior secured loanS +5.75%8/20298,590 8,384 8,397 0.7 %
Pacific BidCo Inc.(6)(16)(17)(18)(19)(22)First lien senior secured delayed draw term loanS +5.75%8/2025— (11)(10)— %
17,234 17,019 17,009 1.4 %
Professional Services
Proofpoint, Inc.(5)(6)(8)(19)First lien senior secured loanL +3.25%8/20283,232 3,122 3,100 0.3 %
Sovos Compliance, LLC(6)(7)(19)First lien senior secured loanL +4.50%8/202819,750 19,319 18,170 1.5 %
22,982 22,441 21,270 1.8 %
Specialty Retail
CDK Global, Inc.(5)(6)(11)(19)First lien senior secured loanS +4.50%7/202920,000 19,432 19,796 1.6 %
Vermont Aus Pty Ltd(6)(11)(19)(22)First lien senior secured loanS +5.50%3/20289,925 9,704 9,677 0.8 %
29,925 29,136 29,473 2.4 %
Systems Software
Appfire Technologies, LLC(6)(11)(16)(18)(19)First lien senior secured delayed draw term loanS +5.50%6/2024998 991 991 0.1 %
Appfire Technologies, LLC(6)(11)(16)(19)First lien senior secured revolving loanS +5.50%3/202747 36 41 — %
Appfire Technologies, LLC(6)(16)(17)(18)(19)First lien senior secured delayed draw term loanS +5.50%6/2024— (61)— — %
Barracuda Networks, Inc.(6)(11)(19)First lien senior secured loanS +4.50%8/202945,000 43,707 43,313 3.5 %
Barracuda Networks, Inc.(6)(11)(19)Second lien senior secured loanS +7.00%8/203055,875 54,248 53,361 4.4 %
Computer Services, Inc. (dba CSI)(6)(11)(19)First lien senior secured loanS +6.75%11/2029125,000 122,537 122,500 9.9 %
ConnectWise, LLC(5)(6)(7)(19)First lien senior secured loanL +3.50%9/20283,120 3,011 2,957 0.2 %
Delta TopCo, Inc. (dba Infoblox, Inc.)(6)(11)(19)Second lien senior secured loanS +7.25%12/202824,464 21,410 22,751 1.9 %
Help/Systems Holdings, Inc.(6)(11)(19)Second lien senior secured loanS +6.75%11/202720,000 19,802 18,000 1.5 %
Ping Identity Holding Corp.(6)(10)(19)First lien senior secured loanS +7.00%10/202990,909 89,575 89,545 7.3 %
Ping Identity Holding Corp.(6)(16)(17)(19)First lien senior secured revolving loanS +7.00%10/2028— (132)(136)— %
Rubrik, Inc.(6)(11)(19)First lien senior secured loanS +6.50%6/202728,269 27,755 27,987 2.3 %
Rubrik, Inc.(6)(11)(16)(19)First lien senior secured delayed draw term loanS +7.00%6/20271,374 1,374 1,342 0.1 %
SailPoint Technologies Holdings, Inc.(6)(10)(19)First lien senior secured loanS +6.25%8/2029136,920 134,139 134,182 10.9 %
SailPoint Technologies Holdings, Inc.(6)(16)(17)(19)First lien senior secured revolving loanS +6.25%8/2028— (245)(261)— %
Securonix, Inc.(6)(11)(19)First lien senior secured loanS +6.50%4/202819,774 19,596 19,576 1.6 %
18

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(24)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Securonix, Inc.(6)(16)(17)(19)First lien senior secured revolving loanS +6.50%4/2028— (31)(36)— %
Sophos Holdings, LLC(6)(8)(19)(22)First lien senior secured loanL +3.50%3/202714,923 14,350 14,438 1.2 %
Talon MidCo 2 Limited (dba Tufin)(6)(12)(19)(22)First lien senior secured loanS +7.69%8/202827,641 27,118 27,157 2.2 %
Talon MidCo 2 Limited (dba Tufin)(6)(16)(17)(18)(19)(22)First lien senior secured delayed draw term loanS +7.69%8/2024— — (2)— %
Talon MidCo 2 Limited (dba Tufin)(6)(16)(17)(19)(22)First lien senior secured revolving loanS +7.00%8/2028— (26)(24)— %
594,314 579,154 577,682 47.1 %
Total non-controlled/non-affiliated portfolio company debt investments$2,112,265 $2,062,714 $2,055,924 167.9 %
Equity Investments
Application Software
6Sense Insights, Inc.(19)(20)(23)Series E-1 Preferred StockN/AN/A316 10,001 9,344 0.8 %
Project Alpine Co-Invest Fund, LP(19)(20)(22)(23)LP InterestN/AN/A9,695,168 9,695 9,690 0.8 %
Zoro TopCo, Inc.(19)(20)(23)Class A Common UnitsN/AN/A1,051,383 10,514 10,514 0.9 %
Zoro TopCo, L.P.(15)(19)(20)Series A Preferred Stock12.50%N/A12,617 12,175 12,175 1.0 %
42,385 41,723 3.5 %
Capital Markets
Acorns Grow Incorporated(15)(20)(22)Series F Preferred Stock5.00% PIKN/A572,135 10,455 10,359 0.8 %
10,455 10,359 0.8 %
Diversified Financial Services
Amergin Asset Management, LLC(19)(20)(22)(23)Class A UnitsN/AN/A50,000,000 — — — %
Juniper Square, Inc.(19)(20)(23)WarrantsN/AN/A40,984 238 238 — %
238 238 — %
Health Care Technology
BEHP Co-Investor II, L.P.(19)(20)(22)(23)LP InterestN/AN/A1,270 1,266 1,270 0.1 %
Orange Blossom Parent, Inc.(19)(20)(23)Common StockN/AN/A16,667 1,667 1,667 0.1 %
Minerva Holdco, Inc.(15)(19)(20)Series A Preferred Stock10.75% PIKN/A50,000 52,526 48,102 3.9 %
WP Irving Co-Invest, L.P.(19)(20)(22)(23)Partnership UnitsN/AN/A1,250,000 1,250 1,250 0.1 %
56,709 52,289 4.2 %
Insurance
Accelerate Topco Holdings, LLC(19)(20)(23)Common UnitsN/AN/A12,320 340 340 — %
Coherent Group Limited(20)(22)(23)Series B Preferred SharesN/AN/A153,095 16,002 15,436 1.3 %
16,342 15,776 1.3 %
IT Services
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(15)(19)(20)Perpetual Preferred Stock11.75% PIKN/A62,500 61,015 61,719 5.0 %
61,015 61,719 5.0 %
Systems Software
19

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(24)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair ValuePercentage of Net Assets
Axonius, Inc.(20)(23)Series E Preferred StockN/AN/A1,733,274 10,032 10,000 0.8 %
Elliott Alto Co-Investor Aggregator L.P.(19)(20)(22)(23)LP InterestN/AN/A13,060 13,098 13,060 1.1 %
Halo Parent Newco, LLC(15)(20)Class H PIK Preferred Equity11.00% PIKN/A43,621 42,864 39,901 3.3 %
Picard Holdco, LLC(15)(19)(20)Series A Preferred Stock12.50% PIKN/A102,985 104,033 103,858 8.5 %
Project Hotel California Co-Invest Fund, L.P.(19)(20)(22)(23)LP InterestN/AN/A8,060,655 8,061 8,054 0.7 %
Securiti, Inc.(19)(20)(23)Series C Preferred SharesN/AN/A2,526 20,000 20,000 1.6 %
198,088 194,873 16.0 %
Total non-controlled/non-affiliated portfolio company equity investments$385,232 $376,977 30.8 %
Total non-controlled/non-affiliated portfolio company investments$2,447,946 $2,432,901 198.7 %
Non-controlled/affiliated portfolio company investments
Equity Investments
Diversified Financial Services
AAM Series 2.1 Aviation Feeder, LLC(16)(19)(20)(21)(22)(23)LLC InterestN/AN/A349 349 348 — %
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(16)(19)(20)(21)(22)(23)LLC InterestN/AN/A— — — — %
349 348 — %
Insurance
Fifth Season Investments LLC(19)(20)(21)(23)Class A UnitsN/AN/A25,110 25,110 2.1 %
25,110 25,110 2.1 %
Pharmaceuticals
LSI Financing 1 DAC(19)(20)(21)(22)(23)Preferred equityN/AN/A6,174,611 6,224 6,175 0.5 %
6,224 6,175 0.5 %
Total non-controlled/affiliated portfolio company equity investments$31,683 $31,633 2.6 %
Total non-controlled/affiliated portfolio company investments$31,683 $31,633 2.6 %
Total Investments$2,479,629 $2,464,534 201.3 %
_______________
(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)The amortized cost represents the original cost adjusted for the amortization and accretion of premiums and discounts, as applicable, on debt investments using the effective interest method.
(3)As of December 31, 2022, the net estimated unrealized loss for U.S. federal income tax purposes was $3.5 million based on a tax cost basis of $2.5 billion. As of December 31, 2022, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $10.1 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $6.6 million.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Level 2 investment.
(6)Loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”, which can include one-, three-, six- ot twelve- month LIBOR), Secured Overnight Financing Rate ("SOFR" or "S," which can include one-, three- or six- month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”, which can include three- or six-month EURIBOR), SONIA ("SONIA” or "SA") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(7)The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2022 was 4.39%.
(8)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2022 was 4.77%.
(9)The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2022 was 5.14%.
20

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
(10)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2022 was 4.36%.
(11)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2022 was 4.59%.
(12)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2022 was 4.78%.
(13)The interest rate on this loan is subject to 3 month EURIBOR, which as of December 31, 2022 was 2.13%.
(14)The interest rate on this loan is subject to SONIA, which as of December 31, 2022 was 3.43%.
(15)Contains a fixed-rate structure.
(16)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.
(17)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(18)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(19)Represents co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”
(20)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2022, the aggregate fair value of these securities is $408.6 million or 33.4% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
Portfolio CompanyInvestmentAcquisition Date
6Sense Insights, Inc.Series E-1 Preferred StockJanuary 20, 2022
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLCLLC InterestJuly 01, 2022
AAM Series 2.1 Aviation Feeder, LLCLLC InterestJuly 01, 2022
Accelerate Topco Holdings, LLCCommon UnitsSeptember 01, 2022
Acorns Grow IncorporatedSeries F Preferred StockMarch 08, 2022
Amergin Asset Management, LLCClass A UnitsJuly 01, 2022
Axonius, Inc.Series E Preferred StockMarch 11, 2022
BEHP Co-Investor II, L.P.LP InterestMay 06, 2022
Coherent Group LimitedSeries B Preferred SharesApril 21, 2022
Elliott Alto Co-Investor Aggregator L.P.LP InterestSeptember 28, 2022
Fifth Season Investments LLCClass A UnitsOctober 17, 2022
Halo Parent Newco, LLCClass H PIK Preferred EquityFebruary 22, 2022
Juniper Square, Inc.WarrantsDecember 29, 2022
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)Perpetual Preferred StockJune 23, 2022
LSI Financing 1 DACPreferred equityDecember 14, 2022
Minerva Holdco, Inc.Series A Preferred StockFebruary 15, 2022
Orange Blossom Parent, Inc.Common StockJuly 29, 2022
Picard Holdco, LLCSeries A Preferred StockSeptember 29, 2022
Project Alpine Co-Invest Fund, LPLP InterestJune 13, 2022
Project Hotel California Co-Invest Fund, L.P.LP InterestAugust 09, 2022
Securiti, Inc.Series C Preferred SharesJuly 29, 2022
WP Irving Co-Invest, L.P.Partnership UnitsMay 18, 2022
Zoro TopCo, Inc.Class A Common UnitsNovember 22, 2022
Zoro TopCo, L.P.Series A Preferred StockNovember 22, 2022
_______________
(21)Under the Investment Company Act of 1940, as amended (the "1940 Act"), the Company is deemed to be an "Affiliated Person" of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% but less than 25% of the portfolio company'scompany’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement. Transactions during the year ended December 31, 20222023 in which the Company was an Affiliated Person of the portfolio company are as follows:
2126

Blue Owl Technology Finance Corp. II
Consolidated Schedule of Investments
As of December 31, 20222023
(Amounts in thousands, except share amounts)
CompanyCompanyFair Value at December 31, 2021Gross Additions (a)Gross Reductions(b)Net Change in Unrealized Gain/(Loss)Fair Value at December 31, 2022Interest IncomeDividend IncomeOther IncomeCompanyFair Value at December 31, 2022Gross Additions (a)Gross Reductions (b)Net Change in Unrealized Gain/(Loss)TransfersFair Value at December 31, 2023Interest IncomeDividend IncomeOther Income
Non-Controlled AffiliatesNon-Controlled Affiliates
AAM Series 2.1 Aviation Feeder, LLC(c)
AAM Series 2.1 Aviation Feeder, LLC(c)
$— $349 $— $(1)$348 $— $— $— 
AAM Series 2.1 Aviation Feeder, LLC(c)
AAM Series 2.1 Aviation Feeder, LLC(c)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)
— — — — — — — — 
Coherent Group Inc.
Fifth Season Investments LLCFifth Season Investments LLC— 25,110 — — 25,110 — 66 — 
LSI Financing 1 DACLSI Financing 1 DAC— 6,224 — (49)6,175 — — — 
Total Non-Controlled AffiliatesTotal Non-Controlled Affiliates$— $31,683 $— $(50)$31,633 $— $66 $— 
_______________
(a)Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.
(b)Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.
(c)In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”) the Company made a minority investment in Amergin Asset Management, LLC, which has entered into a Servicing Agreement with Amergin AssetCo.
(22)(20)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940 as amended (the “1940 Act”).Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2022,2023, non-qualifying assets represented 14.0%16.7% of total assets as calculated in accordance with the regulatory requirements.
(23)(21)Investment is non-income producing.
(24)(22)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, and SPV Asset Facilities.Facilities and CLO. See Note 6 “Debt”.
(25)(23)Investment is not pledged as collateral for the credit facilities.

The accompanying notes are an integral part of these consolidated financial statements.
2227

Blue Owl Technology Finance Corp. II
Consolidated Statements of Changes in Net Assets
(Amounts in thousands)
(Unaudited)
For the Three Months Ended September 30,For the Nine Months Ended September 30,
202320222023
2022(1)
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)$44,230 $11,905 $117,040 $12,024 
Net change in unrealized gain (loss)8,081 (1,137)10,948 (10,469)
Net realized gain (loss)173 70 1,252 98 
Net Increase (Decrease) in Net Assets Resulting from Operations52,484 10,838 129,240 1,653 
Distributions
Distributions declared from earnings(34,132)(3,634)(83,067)(3,634)
Net Decrease in Net Assets Resulting from Shareholders' Distributions(34,132)(3,634)(83,067)(3,634)
Capital Share Transactions
Issuance of common shares200,000 399,987 499,992 974,987 
Reinvestment of distributions3,207 — 7,881 — 
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions203,207 399,987 507,873 974,987 
Total Increase (Decrease) in Net Assets221,559 407,191 554,046 973,006 
Net Assets, at beginning of period1,557,065 609,833 1,224,578 44,018 
Net Assets, at end of period$1,778,624 $1,017,024 $1,778,624 $1,017,024 
(1)The Company was initially capitalized on November 30, 2021 and commenced investing activities in January 2022.
For the Three Months Ended March 31,
20242023
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)$55,863 $34,435 
Net change in unrealized gain (loss)12,918 13,304 
Net realized gain (loss)1,097 1,251 
Net Increase (Decrease) in Net Assets Resulting from Operations69,878 48,990 
Distributions
Distributions declared from earnings(44,117)(23,258)
Net Decrease in Net Assets Resulting from Shareholders' Distributions(44,117)(23,258)
Capital Share Transactions
Issuance of common shares249,991 — 
Reinvestment of distributions4,244 1,734 
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions254,235 1,734 
Total Increase (Decrease) in Net Assets279,996 27,466 
Net Assets, at beginning of period1,817,579 1,224,578 
Net Assets, at end of period$2,097,575 $1,252,044 

The accompanying notes are an integral part of these consolidated financial statements.
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Blue Owl Technology Finance Corp. II
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
For the Nine Months Ended September 30,
2023
2022(1)
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations$129,240 $1,653 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net(988,275)(1,732,040)
Proceeds from investments and investment repayments, net122,048 60,054 
Net amortization/accretion of premium/discount on investments(8,319)(1,559)
Net change in unrealized (gain) loss on investments(10,734)10,026 
Net change in unrealized (gains) losses on translation of assets and liabilities in foreign currencies(218)443 
Net realized (gain) loss on investments(966)(24)
Paid-in-kind interest and dividends(34,053)(8,010)
Amortization of debt issuance costs4,168 1,666 
Amortization of offering costs97 238 
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable(8,717)(12,310)
(Increase) decrease in dividend income receivable(9,413)— 
(Increase) decrease in prepaid expenses and other assets368 (161)
Increase (decrease) in management fee payable2,448 6,748 
Increase (decrease) in incentive fee payable2,293 1,323 
Increase (decrease) in payables to affiliates(227)1,017 
Increase (decrease) in payable for investments purchased(27,731)— 
Increase (decrease) in accrued expenses and other liabilities3,890 2,863 
Net cash used in operating activities(824,101)(1,668,073)
Cash Flows from Financing Activities
Borrowings on debt1,624,482 1,356,634 
Payments on debt(1,200,497)(670,000)
Debt issuance costs(3,933)(16,424)
Proceeds from issuance of common shares (net of change in subscriptions receivable)499,453 974,148 
Offering costs paid(81)(295)
Distributions paid(54,583)— 
Net cash provided by financing activities864,841 1,644,063 
Net increase in cash40,740 (24,010)
Cash, beginning of period28,065 44,830 
Cash, end of period$68,805 $20,820 
Supplemental and Non-Cash Information
Interest paid during the period$83,685 $7,116 
Distributions declared during the period$83,067 $3,634 
Reinvestment of distributions during the period$7,881 $— 
Distributions Payable$34,130 $3,634 
(1)The Company was initially capitalized on November 30, 2021 and commenced investing activities in January 2022.
For the Three Months Ended March 31,
20242023
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations$69,878 $48,990 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net(332,709)(326,471)
Proceeds from investments and investment repayments, net182,233 23,529 
Net amortization/accretion of premium/discount on investments(3,632)(2,416)
Net change in unrealized (gain) loss on investments(15,021)(13,945)
Net change in unrealized (gains) losses on translation of assets and liabilities in foreign currencies2,107 639 
Net realized (gain) loss on investments(1,084)
Paid-in-kind interest and dividends(12,537)(13,960)
Amortization of debt issuance costs1,557 1,322 
Amortization of offering costs20 50 
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable(6,842)(1,660)
(Increase) decrease in dividend income receivable1,175 (3,023)
(Increase) decrease in prepaid expenses and other assets(1,097)62 
Increase (decrease) in management fee payable465 2,120 
Increase (decrease) in incentive fee payable1,992 1,215 
Increase (decrease) in payables to affiliates1,138 (749)
Increase (decrease) in payable for investments purchased— (27,731)
Increase (decrease) in accrued expenses and other liabilities6,536 2,359 
Net cash used in operating activities(105,821)(309,667)
Cash Flows from Financing Activities
Borrowings on debt660,000 770,331 
Payments on debt(770,000)(420,497)
Debt issuance costs(734)(1,065)
Proceeds from issuance of common shares (net of change in subscriptions receivable)249,762 880 
Offering costs paid(31)(61)
Distributions paid(30,940)(11,793)
Net cash provided by financing activities108,057 337,795 
Net increase in cash2,236 28,128 
Cash, beginning of period64,899 28,065 
Cash, end of period$67,135 $56,193 
Supplemental and Non-Cash Information
Interest paid during the period$59,148 $17,950 
Distributions declared during the period$44,117 $23,258 
Reinvestment of distributions during the period$4,244 $1,734 
Distributions Payable$44,117 $23,258 
Taxes, including excise tax, paid during the period$515 $— 
The accompanying notes are an integral part of these consolidated financial statements.
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization
Blue Owl Technology Finance Corp. II (f/k/a Owl Rock Technology Finance Corp. II) (the “Company”) is a Maryland corporation formed on October 5, 2021. The Company was formed primarily to originate and make debt and equity investments in technology-related companies based primarily in the United States. The Company originates and invests in senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. The Company’s investment objective is to maximize total return by generating current income from its debt investments and other income producing securities, and capital appreciation from its equity and equity-linked investments. The Company invests in a broad range of established and high growth technology companies that are capitalizing on the large and growing demand for technology products and services. These companies use technology extensively to improve business processes, applications and opportunities or seek to grow through technological developments and innovations. These companies operate in technology-related industries or sectors which include, but are not limited to, application software, systems software, healthcare information technology, technology services and infrastructure, financial technology and internet and digital media. Within each industry or sector, the Company invests in companies that are developing or offering goods and services to businesses and consumers which utilize scientific knowledge, including techniques, skills, methods, devices and processes, to solve problems. The Company refers to all of these companies as “technology-related” companies and intends, under normal circumstances, to invest at least 80% of the value of its total assets in such businesses.
The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Because the Company has elected to be regulated as a BDC and qualifies as a RIC under the Code, the Company’s portfolio is subject to diversification and other requirements.
On December 10, 2021, the Company formed a wholly-owned subsidiary, OR Tech Lending II LLC, a Delaware limited liability company, which is intended to holdholds a California finance lenders license. OR Tech Lending II LLC is intended to originateoriginates loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.
Blue Owl Technology Credit Advisors II LLC (f/k/a Owl Rock Technology Advisors II LLC) (the “Adviser”) serves as the Company’s investment adviser. The Adviser is an indirect affiliate of Blue Owl Capital, Inc. ("(“Blue Owl"Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform, a division of Blue Owl which focuses on direct lending. The Adviser is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Captial,Capital, which focuses on providing capital to institutional alternative asset managers and (3) Real Estate, which focuses on triple net lease real estate strategies. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.
The Company conducts private offerings (each, a “Private Offering”) of its common shares to accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended, (the “Securities Act”). At the closing of each Private Offering, each investor makes a capital commitment (a “Capital Commitment”) to purchase shares of the Company’s common stock pursuant to a subscription agreement entered into with the Company. Until the earlier of the listing or quotation of our securities on a national securities exchange (an "Exchange Listing") or the end of the Commitment Period (as defined below), investors are required to fund drawdowns to purchase shares of the Company’s common stock up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors. The initial closing of the Private Offering occurred on December 1, 2021 (the “Initial Closing”). The “Commitment Period” will continue until the earlier of the (i) five year anniversary of the Final Closing and (ii) the seven year anniversary of the Initial Closing. If the Company has not consummated an Exchange Listing by the end of the Commitment Period, subject to extension of two additional one-year periods, in the sole discretion of the Board, the Board (subject to any necessary shareholder approvals and applicable requirements of the 1940 Act) will use its commercially reasonable efforts to wind down and/or liquidate and dissolve the Company in an orderly manner.
On December 1, 2021, the Company commenced its loan origination and investment activities contemporaneously with the initial drawdown from investors in the Private Offering.Offerings. In January 2022, the Company made its first portfolio company investment.
Note 2. Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
statements have been included. The Company was initially capitalized on November 30, 2021 and commenced operations on December 1, 2021 with the initial closing of its Private Offering. The Company’s fiscal year ends on December 31.
Use of Estimates 
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts could differ from those estimates and such differences could be material.
Cash
Cash consists of deposits held at a custodian bank. Cash is carried at cost, which approximates fair value. The Company deposits its cash with highly-rated banking corporations and, at times, may exceed the insured limits under applicable law.
Consolidation
As provided under Regulation S-X and ASC Topic 946—Financial Services—Investment Companies, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company.
Investments at Fair Value
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period. Rule 2a-5 under the 1940 Act was adopted by the SEC in January 2021 and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company complied with the mandatory provisions of Rule 2a-5 by the September 2022 compliance date. Additionally, commencing with the fourth quarter of 2022, pursuantPursuant to Rule 2a-5, the Board designated the Adviser as the Company's valuation designee to perform fair value determinations relating to the value of assets held by the Company for which market quotations are not readily available.
Investments for which market quotations are readily available are typically valued at the average bid price of those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of the Company’s investments, are valued at fair value as determined in good faith by the Adviser, as the valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of the Adviser.
As part of the valuation process, the Adviser, as the valuation designee, takes into account relevant factors in determining the fair value of the Company’s investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase or sale transaction, public offering or subsequent equity sale occurs, the Adviser, as the valuation designee, considers whether the pricing indicated by the external event corroborates its valuation.
The Adviser, as the valuation designee, undertakes a multi-step valuation process, which includes, among other procedures, the following:
With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;
With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;
Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee;
The Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;
Each quarter, the Adviser, as the valuation designee, will provide the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, the Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.
31

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued

The Company conducts this valuation process on a quarterly basis.
The Company applies Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Transfers between levels, if any, are recognized at the beginning of the period in which the transfer occurs. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Adviser, as the valuation designee, evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (such as broker quotes), the Adviser, as the valuation designee, subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Adviser, as the valuation designee, or the independent valuation firm(s), reviews pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.
Financial and Derivative Instruments
Rule 18f-4 was adopted by the SEC in December 2020 and became effective in August 2022. Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so. The Company adopted a derivatives policy by Rule 18f-4’s August 2022 compliance date, and complies with theRule 18f-4's recordkeeping requirements.
27

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Foreign Currency
Foreign currency amounts are translated into U.S. dollars on the following basis:
cash, fair value of investments, outstanding debt, other assets and liabilities: at the spot exchange rate on the last business day of the period; and
32

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.
The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations with the change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under the Company’s SPV Asset Facility to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes amortization and accretion of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event.
For the three months ended September 30,March 31, 2024, PIK interest and PIK dividend income earned was $7.0 million and $6.7 million representing 5.7% and 5.4% of investment income, respectively. For the three months ended March 31, 2023, PIK interest and PIK dividend income earned was $6.0$2.8 million and $5.4$13.0 million representing 6.1%3.6% and 5.5% of investment income, respectively. For the three months ended September 30, 2022, PIK interest and PIK dividend income earned was $1.6 million and $4.6 million representing 5.1% and 14.8% of investment income, respectively.
For the nine months ended September 30, 2023, PIK interest and PIK dividend income earned was $14.1 million and $23.7 million representing 5.4% and 9.0% of investment income, respectively. For the nine months ended September 30, 2022, PIK interest and PIK dividend income earned was $2.5 million and $8.2 million representing 6.0% and 19.7%16.8% of investment income, respectively.
Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the amortization and accretion of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point the Company believes PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Other Income 
From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are generally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies.
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Organization Expenses
Costs associated with the organization of the Company are expensed as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.
Offering Expenses
Costs associated with the offering of common shares of the Company are capitalized as deferred offering expenses and are included in prepaid expenses and other assets in the Consolidated Statements of Assets and Liabilities and are amortized over a twelve-month period from incurrence. Expenses for any additional offerings are deferred and amortized as incurred. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Debt Issuance Costs
The Company records origination and other expenses related to its debt obligations as debt issuance costs. These expenses are deferred and amortized utilizing the effective yield method, over the life of the related debt instrument. Debt issuance costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the Consolidated Statements of Assets and Liabilities as an asset until the debt liability is recorded.
Reimbursement of Transaction-Related Expenses
The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are generally expected to be reimbursed by the Company’s portfolio companies, are typically deferred until the transaction is consummated and are recorded in prepaid expenses and other assets on the date incurred. The costs of successfully completed investments not otherwise reimbursed are borne by the Company and are included as a component of the investment’s cost basis.
Cash advances received in respect of transaction-related expenses are recorded as cash with an offset to accrued expenses and other liabilities. Accrued expenses and other liabilities are relieved as reimbursable expenses are incurred.
Income Taxes
The Company has elected to be treated as a BDC under the 1940 Act. The Company has elected to be treated as a RIC under the Code beginning with its taxable year ending December 31, 2021 and intends to continue to qualify annually thereafter as a RIC. So long as the Company maintains its tax treatment as a RIC, it generally will not pay U.S. federal income taxes at corporate rates on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Instead, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.
To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company generally must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2022.2023. As applicable, the Company’s prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.
Distributions to Common Shareholders
Distributions to common shareholders are recorded on the record date. The amount to be distributed is determined by the Board and is generally based upon the earnings estimated by the Adviser. In addition, the Board may consider the level of undistributed
29

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
taxable income carried forward from the prior year for distribution in the current year. Undistributed long-term capital gains, if any, would be generally distributed at least annually, although the Company may decide to retain such capital gains for investment.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of any cash distributions on behalf of shareholders, unless a shareholder elects to receive cash. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares to implement the dividend reinvestment plan.
New Accounting Pronouncements
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if
34

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848),” which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities throughIn December 31, 2022.2022, the FASB issued ASU No. 2021-01 provides increased clarity as the Company continues to evaluate2022-06, “Reference Rate Reform (Topic 848),” which extended the transition of reference rates and is currently evaluating the impact of adoptingperiod provided under ASU No. 2020-04 and 2021-01 on the consolidated financial statements.for all entities from December 31, 2022 to December 31, 2024.
In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement (Topic 820),” which clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. ASU 2022-03 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. An entity that qualifies as an investment company under Topic 946 should apply the amendments in ASU No. 2022-03 to an investment in an equity security subject to a contractual sale restriction that is executed or modified on or after the date of adoption. Management has adopted the aforementioned accounting pronouncement and concluded that it does not have a material effect on the accompanying consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740),” which updates income tax disclosure requirements related to rate reconciliation, income taxes paid and other disclosures. ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting ASU No. 2022-032023-09 on the consolidated financial statements.
Other than the aforementioned guidance, the Company’s management does not believe that any recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial
statements.
Note 3. Agreements and Related Party Transactions
Administration Agreement
On December 1, 2021, the Company entered into an Administration Agreement (the “Administration Agreement”) with the Adviser. Under the terms of the Administration Agreement, the Adviser performs, or oversees the performance of, required administrative services, which include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others. On May 8, 2023,6, 2024, the Board approved the continuation of the Administration Agreement.
The Administration Agreement also provides that the Company reimburses the Adviser for certain organization costs incurred prior to the commencement of the Company’s operations, and for certain offering costs.
The Company reimburses the Adviser for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Adviser for any services performed for it by such affiliate or third party.
Unless earlier terminated as described below the Administration Agreement will remain in effect from two years from the date it first became effective, and will remain in effect from year to year if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent directors. The Administration Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company (as defined in the 1940 Act), or by the vote of a majority of the Board or by the Adviser.
No person who is an officer, director, or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s officers
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
who provide operational and administrative services, as well as their respective staffs and other professionals who provide services to the Company, who assist with the preparation, coordination and administration of the foregoing or provide other “back office” or “middle office”, financial or operational services to the Company (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
For the three months ended September 30,March 31, 2024 and 2023, and 2022, the Company incurred expenses of approximately $0.7 million and $0.6$0.8 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the nine months ended September 30, 2023 and 2022, the Company incurred expenses of approximately $2.1 million and $1.4 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.
Investment Advisory Agreement
On December 1, 2021, the Company entered into an Investment Advisory Agreement (the “Investment Advisory Agreement”) with the Adviser. Under the terms of the Investment Advisory Agreement, the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring its investments, and monitoring its portfolio companies on an ongoing basis through a team of investment professionals.
The Adviser’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to the Company are not impaired.
Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect for two years from the date it first became effective, and will remain in effect from year-to-year if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, by a majority of independent directors. On May 8, 2023,6, 2024, the Board approved the continuation of the Investment Advisory Agreement.
The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of any penalty, the Investment Advisory Agreement may be terminated by the vote of the outstanding voting securities of the Company (as defined in the 1940 Act), or by the vote of a majority of the Board. In addition, without payment of any penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice.
From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.
Under the terms of the Investment Advisory Agreement, the Company will pay the Adviser a base management fee and may also pay to it certain incentive fees. The cost of both the management fee and the incentive fee will ultimately be borne by the Company’s shareholders.
The management fee (“Management Fee”) is payable quarterly in arrears. Prior to the future quotation or listing of the Company’s securities on a national securities exchange (an “Exchange Listing”) or the future quotation or listing of its securities on any other public trading market, the Management Fee is payable at an annual rate of 0.90% of the Company’s (i) average gross assets, excluding cash and cash equivalents but including assets purchased with borrowed amounts, at the end of the two most recently completed calendar quarters; provided, however, that no Management Fee will be charged on the value of gross assets (excluding cash and cash-equivalents but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act; plus (ii) the average of any remaining unfunded Capital Commitments at the end of the two most recently completed calendar quarters. Following an Exchange Listing, the Management Fee is payable at an annual rate of (x) 1.50% of the Company’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is above an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act and (y) 1.00% of the Company’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act, in each case, at the end of the two most recently completed calendar quarters payable quarterly in arrears. The Management Fee will be appropriately prorated and adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuances or repurchases during the relevant calendar quarters. The Management Fee for any partial month or quarter, as the case may be, will be appropriately prorated and adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter). For purposes of the Investment Advisory Agreement, gross assets means the Company’s total assets determined on a consolidated basis in accordance with generally accepted accounting principles in the United States, excluding cash and cash equivalents, but including assets purchased with borrowed amounts.
For the three months ended September 30,March 31, 2024 and 2023, and 2022, management fees were $12.6$13.6 million and $7.1 million, respectively. For the nine months ended September 30, 2023 and 2022, management fees were $35.5 million and $13.3$11.1 million, respectively.
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Pursuant to the Investment Advisory Agreement, the Adviser is entitled to an incentive fee (“Incentive Fee”), which consists of two components that are independent of each other, with the result that one component may be payable even if the other is not.
The portion of the Incentive Fee based on income is determined and paid quarterly in arrears commencing with the first calendar quarter following the initial closing date, and equals (i) prior to an Exchange Listing, 100% of the pre- Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate”, until the Adviser has received 10% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.67% quarterly, 10% of all remaining pre- Incentive Fee net investment income for that calendar quarter, and (ii) subsequent to an Exchange Listing, 100% of the pre- Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 17.5% of the total
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-Incentive Fee net investment income for that calendar quarter. The 100% “catch-up” provision for pre-Incentive Fee net investment income in excess of the 1.5% “hurdle rate” is intended to provide the Adviser with an Incentive Fee of (i) prior to an Exchange Listing, 10% on all pre- Incentive Fee net investment income when that amount equals 1.67% in a calendar quarter (6.67% annualized), and (ii) subsequent to an Exchange Listing, 17.5% on all pre-Incentive Fee net investment income when that amount equals 1.82% in a calendar quarter (7.27% annualized), which, in each case, is the rate at which catch-up is achieved. Once the “hurdle rate” is reached and catch-up is achieved, (i) prior to an Exchange Listing, 10% of any pre-Incentive Fee net investment income in excess of 1.67% in any calendar quarter is payable to the Adviser, and (ii) subsequent to an Exchange Listing, 17.5% of any pre-Incentive Fee net investment income in excess of 1.82% in any calendar quarter is payable to the Adviser.
For the three and nine months ended September 30,March 31, 2024 and 2023, performance based incentive fees based on net investment income were $4.9$6.4 million and $13.0$3.8 million, respectively. For the three and nine months ended September 30, 2022 performance based incentive fees based on net investment income were $1.3 million.
The second component of the Incentive Fee, the “Capital Gains Incentive Fee,” payable at the end of each calendar year in arrears, equals, (i) prior to an Exchange Listing, 10% of cumulative realized capital gains from the initial closing date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the initial closing date to the end of each calendar year, and (ii) subsequent to an Exchange Listing, 17.5% of cumulative realized capital gains from the Listing Date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year. Each year, the fee paid for the Capital Gains Incentive Fee is net of the aggregate amount of any previously paid Capital Gains Incentive Fee for prior periods. While the Investment Advisory Agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive fee, as required by U.S. GAAP, the Company accrues capital gains incentive fees on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if the Company'sCompany’s entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized. The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated. For the sole purpose of calculating the Capital Gains Incentive Fee, the cost basis as of the initial closing date for all of the Company’s investments made prior to the initial closing date will be equal to the fair value of such investments as of the last day of the calendar quarter in which the initial closing date occurs; provided, however, that inIn no event will the Capital Gains Fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.
The
For the three months ended March 31, 2024 and 2023, the Company did not accrueaccrued performance based incentive fees based on capital gains for the threeof $1.4 million and nine months ended September 30, 2023 and 2022.$10 thousand, respectively.
Dealer Manager Agreement
On November 30, 2021, the Company and the Adviser entered into a dealer manager agreement with the Adviser and Blue Owl Securities LLC ("(“Blue Owl Securities"Securities”) pursuant to which Blue Owl Securities and certain participating broker-dealers will solicit Capital Commitments. In addition, the Company has entered into a placement agent agreement with Blue Owl Securities pursuant to which employees of Blue Owl Securities may conduct placement activities.
Affiliated Transactions
The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company relies on an order for exemptive relief (as amended, the “Order”) that has been granted to an affiliate of the Adviser to co-invest with other funds managed by the Adviser or certain affiliates, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such Order the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching by the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
which its affiliates are investing and (4) the proposed investment by the Company would not benefit the Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. In addition, the Order permits the Company to participate in follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company.
The Adviser is affiliated with Blue Owl Credit Advisors LLC (“OCA”), Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Credit Private Fund Advisors LLC (“OPFA”), and Blue Owl Diversified Credit Advisors LLC (“ODCA” together with OTCA, OPA, OCA, and the Advisor,Adviser, the "Blue“Blue Owl Credit Advisers"Advisers”), which are also investment advisers. The Blue Owl Credit Advisers are indirect affiliates of Blue Owl and comprise part of Blue Owl’s Credit platform, which focuses on direct lending. The Blue Owl Credit Advisers’ allocation policy seeks to ensure equitable allocation of investment opportunities over time between the Company, and other funds managed by the Adviser or its affiliates. As a result of the Order, there could be significant
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
overlap in the Company’s investment portfolio and the investment portfolio of the business development companies, private funds and separately managed accounts managed by the Blue Owl Credit Advisers ("collectively,(collectively, the "Blue“Blue Owl Credit Clients"Clients”) and/or other funds managed by the Adviser or its affiliates that could avail themselves of the Order and that have an investment objective similar to the Company's.Company’s.
License Agreement
On July 6, 2023, the Company entered into a license agreement (the “License Agreement”) with an affiliate of Blue Owl, pursuant to which the Company was granted a non-exclusive license to use the name “Blue Owl.” Under the License Agreement, the Company has a right to use the Blue Owl name for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company will have no legal right to the “Blue Owl” name or logo.
Controlled/Affiliated Portfolio Companies
Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, “non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the consolidated schedule of investments.

The Company has made investments in non-controlled, affiliated companies, including Amergin AssetCo, Fifth Season Investments LLC (“Fifth Season”), and LSI Financing 1 DAC (“LSI Financing”).
Amergin
Amergin was created to invest in a leasing platform focused on railcar, aviation and aviationother long-lived transportation assets. Amergin acquires existing on-lease portfolios of new and end-of-life railcars and related equipment and selectively purchases off-lease assets and is building a commercial aircraft portfolio through aircraft financing and engine acquisition on a sale and lease back basis. Amergin consists of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. The CompanyWe made a $20.0 millionan initial equity commitment to Amergin AssetCo on July 1, 2022. The company increased itsAs of March 31, 2024, our commitment to Amergin AssetCo on July 28, 2023 to $24.4is $33.1 million, of which $16.5$13.9 million is equity and $7.9$19.2 million is debt. The Company’sOur investment in Amergin is a co-investment made with the Company’sour affiliates in accordance with the terms of the exemptive relief that the Companywe received from the SEC. The Company doesWe do not consolidate itsour equity interest in Amergin AssetCo.
Fifth Season
Fifth Season is a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement assets.and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques. On July 18, 2022, the Companywe made a $5.2 millionan initial equity commitment toinvestment in Fifth Season. The Company has made periodic increases to itsAs of March 31, 2024, our investment in Fifth Season including $3.4was $65.3 million and $9.3 million during the three and nine months ended September 30, 2023, respectively. The Company’sat fair value. Our investment in Fifth Season is a co-investment with the Company’sour affiliates in accordance with the terms of the exemptive relief that the Companywe received from the SEC. The Company does not consolidate its interest in Fifth Season.
LSI Financing
LSI Financing is a portfolio company formed to acquire a contractual rightrights to revenue pursuant to an earnout agreementagreements in the life sciences space. On December 14, 2022, the Company made a $6.2 millionan initial investment in LSI Financing. The Company has made periodic increases to itsAs of March 31, 2024, the Company’s investment in LSI Financing including $15.0was $19.8 million duringat fair value. During the ninethree months ended September 30, 2023.TheMarch 31, 2024, we increased our commitment by $25.2 million. The Company’s investment in LSI Financing is a co-investment with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in LSI Financing.
Promissory Notes
On January 25, 2022, the Company as borrower, entered into a Loan Agreement (the “FIC Agreement”) with Owl Rock Feeder FIC LLC (“Feeder FIC”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $250 million from Feeder FIC. On June 22, 2022, the Company and Feeder FIC entered into a termination agreement pursuant to which the FIC Agreement and the Promissory Notes were terminated. Upon execution of the Termination Agreement there were no amounts outstanding pursuant to the Promissory Notes. See Note 6 “Debt”.
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 4. Investments
Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, "non-affiliated investments"“non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the consolidated schedule of investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments.
The table below presents the composition of investments at fair value and amortized cost as of the following periods:
September 30, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
($ in thousands)($ in thousands)Amortized CostFair ValueAmortized CostFair Value($ in thousands)Amortized CostFair ValueAmortized CostFair Value
First-lien senior secured debt investments(1)
First-lien senior secured debt investments(1)
$2,676,883 $2,694,821 $1,812,475 $1,812,277 
Second-lien senior secured debt investmentsSecond-lien senior secured debt investments186,867 186,623 186,424 184,788 
Unsecured debt investmentsUnsecured debt investments68,570 66,957 63,815 58,859 
Preferred equity investments(2)
Preferred equity investments(2)
363,970 341,712 345,327 337,069 
Common equity investments(3)
Common equity investments(3)
92,904 94,137 71,588 71,541 
Total InvestmentsTotal Investments$3,389,194 $3,384,250 $2,479,629 $2,464,534 
(1)Includes investment in Amergin AssetCo.
(2)Includes equity investmentinvestments in LSI Financing.
(3)Includes equity investments in Amergin AssetCo and Fifth Season.
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The Company uses the Global Industry Classification Standard (“GICS”) for classifying the industry groupings of its portfolio companies. The table below presents the industry composition of investments based on fair value as of the following periods:
September 30, 2023December 31, 2022
Aerospace & Defense2.1 %2.7 %
Application Software19.5 19.0 
Banks2.5 — 
Beverages0.3 0.4 
Building Products0.3 — 
Capital Markets0.3 0.4 
Commercial Services & Supplies0.6 0.8 
Construction & Engineering0.2 0.3 
Consumer Finance0.6 0.6 
Diversified Consumer Services0.3 0.4 
Diversified Financial Services(1)
9.5 6.8 
Diversified Support Services0.8 1.0 
Electrical Equipment3.7 5.1 
Food & Staples Retailing4.3 5.8 
Health Care Equipment & Supplies1.3 — 
Health Care Technology8.0 8.3 
Health Care Providers & Services4.1 4.9 
Insurance(2)
4.8 3.6 
IT Services4.4 5.6 
Life Sciences Tools & Services2.0 — 
Pharmaceuticals(3)
1.4 0.9 
Professional Services4.2 0.9 
Real Estate Management & Development1.3 — 
Specialty Retail— 1.2 
Systems Software23.5 31.3 
Total100.0 %100.0 %
_______________
March 31, 2024December 31, 2023
Aerospace & Defense1.8 %1.9 %
Application Software15.4 15.8 
Banks2.1 2.2 
Beverages0.2 0.3 
Building Products0.2 0.3 
Capital Markets0.3 0.3 
Commercial Services & Supplies0.5 0.5 
Construction & Engineering0.2 0.2 
Consumer Finance— 0.5 
Diversified Consumer Services0.7 0.3 
Diversified Financial Services(1)
11.8 9.5 
Diversified Support Services0.6 0.7 
Electrical Equipment— 3.3 
Food & Staples Retailing3.8 3.8 
Health Care Equipment & Supplies1.1 1.2 
Health Care Technology8.6 8.9 
Health Care Providers & Services5.2 5.4 
Industrial Conglomerates0.1 — 
Insurance(2)
4.9 4.6 
IT Services3.9 3.9 
Life Sciences Tools & Services1.7 1.8 
Media1.7 — 
Multiline Retail0.3 — 
Pharmaceuticals(3)
2.2 1.5 
Professional Services4.2 3.9 
Real Estate Management & Development1.1 1.2 
Systems Software27.4 28.0 
Total100.0 %100.0 %
(1)Includes investments in Amergin AssetCo.
(2)Includes equity investmentinvestments in Fifth Season.
(3)Includes equity investment in LSI Financing.
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
The table below presents the geographic composition of investments based on fair value as of the following periods:
September 30, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
United States:United States:
Midwest
Midwest
MidwestMidwest9.1 %6.0 %11.0 %11.4 %
NortheastNortheast23.5 25.8 
SouthSouth27.7 32.3 
WestWest27.2 28.9 
International12.5 %7.0 %
Australia
Australia
Australia
Canada
Canada
Canada
Cayman Islands
Germany
Guernsey
Ireland
Israel
Switzerland
United Kingdom
TotalTotal100.0 %100.0 %Total100.0 %100.0 %
Note 5. Debt
In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of March 31, 2024 and December 31, 2023, the Company’s asset coverage was 207% and 188%, respectively.
The tables below present debt obligations as of the following periods:
March 31, 2024
($ in thousands)Aggregate Principal CommittedOutstanding Principal
Amount Available(1)
Net Carrying Value(2)
Subscription Credit Facility$800,000 $560,000 $240,000 $558,017 
Revolving Credit Facility925,000 225,079 699,921 215,804 
SPV Asset Facility I625,000 520,000 20,719 511,418 
SPV Asset Facility II300,000 270,000 30,000 267,782 
Athena CLO II288,000 288,000 — 285,645 
2023A Notes75,000 75,000 — 74,189 
April 2029 Notes700,000 — 700,000 — 
Total Debt$3,713,000 $1,938,079 $1,690,640 $1,912,855 
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, 2023A Notes, and Athena CLO II are presented net of unamortized debt issuance costs of $2.0 million, $9.3 million, $8.6 million, $2.2 million, $0.8 million, and $2.4 million respectively.
December 31, 2023
($ in thousands)Aggregate Principal CommittedOutstanding PrincipalAmount AvailableNet Carrying Value
Subscription Credit Facility$800,000 $800,000 $— $797,454 
Revolving Credit Facility825,000 288,355 536,645 279,080 
SPV Asset Facility I625,000 330,000 84,826 321,387 
SPV Asset Facility II300,000 270,000 11,505 267,647 
2023A Notes75,000 75,000 — 74,144 
Athena CLO II288,000 288,000 $— 285,596 
Total Debt$2,913,000 $2,051,355 $632,976 $2,025,308 
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
(1)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, 2023A Notes, and Athena CLO II are presented net of unamortized debt issuance costs of $2.5 million, $9.3 million, $8.6 million, $2.4 million, $0.9 million, and $2.4 million respectively.
The table below presents the components of interest expense for the following periods:
For the Three Months Ended March 31,
($ in thousands)20242023
Interest expense$41,997 $24,629 
Amortization of debt issuance costs1,557 1,322 
Total Interest Expense$43,554 $25,951 
Average interest rate7.9 %7.0 %
Average daily borrowings$2,111,949 $1,417,369 

Credit Facilities
Subscription Credit Facility
On February 18, 2022 the Company entered into a revolving credit facility (the “Subscription Credit Facility”) with Wells Fargo Bank, National Association as administrative agent and as the lender.
The maximum principal amount of the Subscription Credit Facility is $800.0 million (increased from $700.0 million to $800.0 million on December 16, 2022), subject to availability under the borrowing base, which is based on unused capital commitments. The Subscription Credit Facility includes a provision permitting the Company to increase the size of the Subscription Credit Facility under certain circumstances up to a maximum principal amount not to exceed $1.50 billion, if the existing or new lenders agree to commit to such increase. On January 4, 2023, the Company entered into an amendment to the Subscription Credit Facility, which (i) decreased the aggregate principal amount of outstanding swingline loans under the Subscription Credit Facility from $100.0 million to $50.0 million and (ii) decreased the letter of credit sublimit under the Subscription Credit Facility from 20% to 0% of the maximum commitment.
Borrowings under the Subscription Credit Facility bear interest, at the Company’s election at the time of drawdown, at a rate per annum equal to (i) in the case of loans denominated in dollars, at the Company’s option (a) an adjusted Daily Simple SOFR rate plus 1.75%, (b) an adjusted Term SOFR rate for the applicable interest period plus 1.75% and (c) in the case of reference rate loans, 0.75% plus the greatest of (1) a prime rate, (2) the federal funds rate plus 0.50% and (3) the adjusted Daily Simple SOFR rate plus 1.00%, (ii) in the case of loans denominated in euros or other alternative currencies (other than sterling), the adjusted Eurocurrency Rate for the applicable interest period plus 1.75% or (iii) in the case of loans denominated in sterling, the adjusted SONIA Rate for the applicable interest period plus 1.75%. SOFR Rate loans are subject to a credit spread adjustment ranging from 0.10% to 0.25% and SONIA rate loans are subject to a credit spread adjustment of 0.0326%. Loans denominated in dollars may be converted from one rate applicable to dollar denominated loans to another at any time at the Company’s election, subject to certain conditions. The Company also will pay an unused commitment fee of 0.25% per annum on the unused commitments.
The Subscription Credit Facility will mature upon the earliest of: (i) the date two (2) years from the Closing Date (the “Stated Maturity Date”); (ii) the date upon which the Administrative Agent declares the obligations under the Subscription Credit Facility due and payable after the occurrence of an event of default; (iii) forty-five (45) days prior to the scheduled termination of the commitment period under the Company’s subscription agreements; (iv) forty-five (45) days prior to the date of any listing of the Company’s common stock on a national securities exchange; (v) the termination of the commitment period under the Company’s subscription agreements (if earlier than the scheduled date); and (vi) the date the Company terminates the commitments pursuant to the Subscription Credit Facility. At the Company’s option, the Stated Maturity Date may be extended by up to 364 days, subject to satisfaction of customary conditions. On November 3, 2023, the Company exercised this option and extended the Stated Maturity Date to February 14, 2025.
Revolving Credit Facility
On June 9, 2022, the Company entered into a Senior Secured Credit Agreement (the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto and Truist Bank, as Administrative Agent. On October 13, 2023 (the “Revolving Credit Facility First Amendment Date”), the parties to the Revolving Credit Facility entered into an amendment to, among other things, extend the availability period and maturity date, convert a portion of the then-existing revolver availability into term loan availability and reduce the credit adjustment spread to 0.10% for all U.S. dollar-denominated Loan tenors. The following describes the terms of the Revolving Credit Facility amended through February 29, 2024.
The Revolving Credit Facility is guaranteed by certain domestic subsidiaries of the Company in existence as of the Revolving Credit Facility First Amendment Date, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
acquired by the Company thereafter (each a “Guarantor” and collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.
As of February 29, 2024, the Revolving Credit Facility provides for (a) a term loan in a principal amount of $75.0 million (which term loan amount was increased from $50.0 million to $75.0 million on the February 29, 2024) and (b) subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, a revolving credit facility in a principal amount of up to $850.0 million (which revolving credit facility amount increased from $775.0 million to $850.0 million on February 29, 2024; on an aggregated basis, the aggregate outstanding term loans and revolving credit facility commitments under the Revolving Credit Facility increased from $825.0 million to $925.0 million on February 29, 2024). The amount available for borrowing under the Revolving Credit Facility is reduced by any outstanding letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $1.25 billion through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $200.0 million limit for swingline loans, and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions.
As of the Revolving Credit Facility First Amendment Date, the availability period with respect to the revolving credit facility under the Facility will terminate on October 13, 2027 (the “Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on October 13, 2028 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility in U.S. dollars will bear interest at either (i) term SOFR plus any applicable credit adjustment spread plus margin of 2.00% per annum or (ii) the alternative base rate plus margin of 1.00% per annum. With respect to loans denominated in U.S. dollars, the Company may elect either term SOFR or the alternative base rate at the time of drawdown, and such loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of 2.00% per annum. The Company will also pay a fee of 0.375% on daily undrawn amounts under the Revolving Credit Facility.
The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of the Company and its subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.
Promissory Note
On January 25, 2022, the Company as borrower, entered into a Loan Agreement (the “FIC Agreement”) with Owl Rock Feeder FIC LLC (“Feeder FIC”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $250.0 million from Feeder FIC. Under the FIC Agreement, the Company could re-borrow any amount repaid; however, there was no funding commitment between Feeder FIC and the Company.
On March 14, 2022, the Company entered into an amendment to the FIC Agreement to change the manner in which interest is calculated.
The interest rate on amounts borrowed pursuant to the Promissory Notes, prior to March 14, 2022, was based on the lesser of the rate of interest for an ABR Loan or a Eurodollar Loan under the credit agreement dated as of April 15, 2021, as amended or supplemented from time to time, by and among the Adviser, as borrower, the several lenders from time to time party thereto, MUFG Union Bank, N.A., as Collateral Agent and MUFG Bank, Ltd., as Administrative Agent.
The interest rate on amounts borrowed pursuant to the Promissory Notes after March 14, 2022 was based on the lesser of the rate of interest for a SOFR Loan or an ABR Loan under the Credit Agreement dated as of December 7, 2021, as amended or supplemented from time to time, by and among Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.
The unpaid principal balance of any Promissory Note and accrued interest thereon was payable by us from time to time at our discretion but immediately due and payable upon 120 days written notice by Feeder FIC, and in any event due and payable in full no
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
later than February 28, 2023. The Company intends to use the borrowed funds to make investments in portfolio companies consistent with its investment strategies.
On June 22, 2022, the Company and Feeder FIC entered into a termination agreement (the “Termination Agreement”) pursuant to which the FIC Agreement was terminated. Upon execution of the Termination Agreement there were no amounts outstanding pursuant to the FIC Agreement or the Promissory Notes.
SPV Asset Facilities
SPV Asset Facility I
On July 15, 2022 (the “SPV Asset Facility I Closing Date”), Athena Funding I LLC (“Athena Funding I”), a Delaware limited liability company and a newly formed subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility I”), with Athena Funding I, as borrower, Société Générale, as administrative agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, Alter Domus (US) LLC, as document custodian, and the lenders party thereto (the “SPV Asset Facility I Lenders”). The parties to the SPV Asset Facility I have entered into various amendments, including those relating to the calculation of principal collateralization amounts. The following describes the terms of SPV Asset Facility I as amended through September 26, 2023.
From time to time, the Company expects to sell and contribute certain investments to Athena Funding I pursuant to a Sale and Contribution Agreement by and between the Company and Athena Funding I. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by Athena Funding I, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Athena Funding I through its ownership of Athena Funding I. The maximum principal amount which may be borrowed under the Credit Facility is $625.0 million (increased from $600.0 million to $700.0 million on February 22, 2023, increased from $700.0 million to $800.0 million on August 15, 2023, increased from $800.0 million to $825.0 million on September 26, 2023 and decreased from $825.0 million to $625.0 million on December 13, 2023) which, subject to the satisfaction of certain conditions, may be increased to up to $1.00 billion. The availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding I’s assets from time to time, and satisfaction of certain conditions, including coverage tests, collateral quality tests, a lender advance rate test and certain concentration limits.
The SPV Asset Facility I provides for the ability to draw term loans and to draw and redraw revolving loans under the SPV Asset Facility I for a period of up to two years after the SPV Asset Facility I Closing Date. Unless otherwise terminated, the SPV Asset Facility I will mature on July 15, 2032 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by Athena Funding I 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, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, Athena Funding I 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 I 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 2.75%, and term loans are subject to a minimum utilization amount, after one year, subject to certain terms and conditions. The undrawn amount of the of the term commitment not subject to such spread payment is subject to an undrawn fee of 0.25% per annum for the first twelve months and 0.35% thereafter. The undrawn amount of the revolving commitment not subject to such spread payment is subject to an undrawn fee of 0.25% per annum for the first six months, 0.50% for months seven through twelve, and 0.50% thereafter if the drawn amount is greater than or equal to 75% of the revolving commitment, otherwise 0.75%. Certain additional fees are payable to Société Générale as administrative agent.
The SPV Asset Facility I contains customary covenants, including certain maintenance covenants, and events of default. Athena Funding I is required to obtain a minimum post-closing rating of the SPV Asset Facility I within six months of the SPV Asset Facility I Closing Date, subject to certain terms and conditions. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of Athena Funding I and on any payments received by Athena Funding I in respect of those assets. Assets pledged to the SPV Asset Facility I Lenders will not be available to pay the debts of the Company.
Borrowings of Athena Funding I are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
SPV Asset Facility II
On November 8, 2022 (the “SPV Asset Facility II Closing Date”), Athena Funding II LLC (“Athena Funding II”), a Delaware limited liability company and a newly formed subsidiary of the Company entered into a Loan and Management Agreement (the “SPV Asset Facility II”), with Athena Funding II LLC, as borrower, the Company, as collateral manager and transferor, MUFG Bank, Ltd. (“MUFG”), as administrative agent, State Street Bank and Trust Company, as collateral agent and collateral administrator, Alter Domus (US) LLC as custodian, the lenders from time to time parties thereto (the “SPV Asset Facility II Lender”) and the group agents from time to time parties thereto.
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued

From time to time, the Company expects to sell and contribute certain investments to Athena Funding II pursuant to a Purchase and Sale Agreement by and between the Company and Athena Funding II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by Athena Funding II, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Athena Funding II through its ownership of Athena Funding II. The maximum principal amount of the SPV Asset Facility II is $300.0 million; the availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding II’s assets from time to time, an advance rate and concentration limitations, and satisfaction of certain conditions, including collateral quality tests.

The SPV Asset Facility II provides for the ability to draw and redraw revolving loans under the SPV Asset Facility II for a period of up to two years after the SPV Asset Facility II Closing Date (the “SPV Asset Facility II Reinvestment Period”) unless the SPV Asset Facility II Reinvestment Period is terminated sooner as provided in the Secured Credit Facility. Unless otherwise terminated, the SPV Asset Facility II will mature three years after the last day of the SPV Asset Facility II Reinvestment Period (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by Athena Funding II 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, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, Athena Funding II 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 II.
Amounts drawn bear interest at a cost of funds rate as determined by MUFG periodically (or Term SOFR under certain circumstances) plus an applicable margin of 2.85% during the SPV Asset Facility II Reinvestment Period and 3.25% after the end of the SPV Asset Facility II Reinvestment Period. During the SPV Asset Facility II Reinvestment Period, there is an unused fee of 0.50% on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. The SPV Asset Facility II contains customary covenants, including certain maintenance covenants and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of Athena Funding II and on any payments received by Athena Funding II in respect of those assets. Assets pledged to the SPV Asset Facility II Lender will not be available to pay the debts of the Company.
Borrowings of Athena Funding II are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
CLO
Athena CLO II
On December 13, 2023 (the “Athena CLO II Closing Date”), the Company completed a $475.3 million term debt securitization transaction (the “Athena CLO II Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the Athena CLO II Transaction and the secured loan borrowed in the Athena CLO II Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Athena CLO II, LLC, a limited liability organized under the laws of the State of Delaware (the “Athena CLO II Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the Athena CLO II Issuer.
The Athena CLO II Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Athena CLO II Closing Date (the “Athena CLO II Indenture”), by and among the Athena CLO II Issuer and State Street Bank and Trust Company: (i) $40.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.85%, (ii) $16.5 million of AA(sf) Class B-1 Notes, which bear interest at three-month term SOFR plus 3.95%, (iii) $7.5 million of AA(sf) Class B-2 Notes, which bear interest at 7.25% and (iv) $24.0 million of A(sf) Class C Notes, which bear interest at three-month term SOFR plus 4.95% (together, the “Athena CLO II Secured Notes”) and (B) the borrowing by the Athena CLO II Issuer of $200.0 million under floating rate Class A-L loans (the “Athena CLO II Class A-L Loans” and together with the Athena CLO II Secured Notes, the “Athena CLO II Debt”). The Class A-L Loans bear interest at three-month term SOFR plus 2.85%. The Class A-L Loans were borrowed under a credit agreement (the “Athena CLO II Class A-L Credit Agreement”), dated as of the Athena CLO II Closing Date, by and among the Athena CLO II Issuer, as borrower, a financial institution, as lender, and State Street Bank and Trust Company, as collateral trustee and loan agent. The Athena CLO II Debt is secured by middle market loans, participation interests in middle market loans and other assets of the Athena CLO II Issuer. The Athena CLO II Debt is scheduled to mature on the Payment Date (as defined in the Athena CLO II Indenture) in January, 2036. The Athena CLO II Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.
Concurrently with the issuance of the Athena CLO II Secured Notes and the borrowing under the Athena CLO II Class A-L Loans, the Athena CLO II Issuer issued approximately $187.3 million of subordinated securities in the form of 187,300 preferred shares at an issue price of U.S.$1,000 per share (the “Athena CLO II Preferred Shares”). The Athena CLO II Preferred Shares were issued by the Athena CLO II Issuer as part of its issued share capital and are not secured by the collateral securing the Athena CLO II Debt. The Company purchased all of the Athena CLO II Preferred Shares. The Company acts as retention holder in connection with
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
the Athena CLO II Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Athena CLO II Preferred Shares.
As part of the Athena CLO II Transaction, the Company entered into a loan sale agreement with the Athena CLO II Issuer dated as of the Athena CLO II Closing Date (the “Athena CLO II OTF II Loan Sale Agreement”), which provided for the contribution of approximately $83.9 million funded par amount of middle market loans from the Company to the Athena CLO II Issuer on the Athena CLO II Closing Date and for future sales from the Company to the Athena CLO II Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Athena CLO II Debt. The remainder of the initial portfolio assets securing the Athena CLO II Debt consisted of approximately $380.6 million funded par amount of middle market loans purchased by the Athena CLO II Issuer from Athena Funding I LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the Athena CLO II Closing Date between the Athena CLO II Issuer and Athena Funding I LLC (the “Athena CLO II Athena Funding I Loan Sale Agreement”). No gain or loss was recognized as a result of these sales and contributions. The Company and Athena Funding I each made customary representations, warranties, and covenants to the Athena CLO II Issuer under the applicable loan sale agreement.
Through January 20, 2028, a portion of the proceeds received by the Athena CLO II Issuer from the loans securing the Athena CLO II Secured Notes may be used by the Athena CLO II Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the Athena CLO II Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The Athena CLO II Debt is the secured obligation of the Athena CLO II Issuer, and the Athena CLO II Indenture and Athena CLO II Class A-L Credit Agreement each includes customary covenants and events of default. The Athena CLO II Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser will serve as collateral manager for the Athena CLO II Issuer under a collateral management agreement dated as of the Athena CLO II Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated November 30, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the Athena CLO II Issuer’s equity or notes owned by the Company.
UnsecuredNotes
2023A Notes
On September 27, 2023, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $75.0 million in aggregate principal amount of Series 2023A Notes, due September 27, 2028, with a fixed interest rate of 8.50% per year (the “Series 2023A Notes”), to qualified institutional investors in a private placement. The Series 2023A Notes are guaranteed by OR Tech Lending II LLC, ORTF II FSI LLC and ORTF II BC 2 LLC, subsidiaries of the Company.
Interest on the Series 2023A Notes will be due semiannually on March 27 and September 27 each year, beginning on March 27, 2024. The Series 2023A 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 premium. In addition, the Company is obligated to offer to prepay the Series 2023A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Series 2023A 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 BDC within the meaning of the 1940 Act, a minimum net worth of $1.01 billion, 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 Series 2023A Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the Series 2023A 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 Series 2023A Notes will bear interest at a fixed rate per annum which is 1.50% above the stated rate of the Series 2023A Notes from the date of the occurrence of the Secured Debt Ratio Event to and until the date on which the Below Investment Grade 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 Series 2023A Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the Series 2023A Notes from the date
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
of the occurrence of the later to occur of the Below Investment Grade Event and the Secured Debt Ratio Event to and until the date on which one of such 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.

Note 6. Fair Value of Financial Instruments
Investments
The tables below present the fair value hierarchy of financial instruments as of the following periods:
Fair Value Hierarchy as of March 31, 2024
($ in thousands)Level 1 Level 2 Level 3 Total
Cash$67,135 $— $— $67,135 
Investments:
First-lien senior secured debt investments(1)
$— $267,255 $2,970,003 $3,237,258 
Second-lien senior secured debt investments— — 186,467 186,467 
Unsecured debt investments— — 53,614 53,614 
Preferred equity investments(2)
— — 376,728 376,728 
Common equity investments(3)
— — 130,977 130,977 
Total Investments at fair value$— $267,255 $3,717,789 $3,985,044 
(1)Includes investment in Amergin AssetCo.
(2)Includes equity investments in LSI Financing.
(3)Includes equity investments in Amergin AssetCo and Fifth Season.
Fair Value Hierarchy as of December 31, 2023
($ in thousands)Level 1Level 2Level 3Total
Cash$64,899 $— $— $64,899 
Investments:
First-lien senior secured debt investments(1)
$— $169,676 $2,898,716 $3,068,392 
Second-lien senior secured debt investments— — 186,796 186,796 
Unsecured debt investments— 20,455 53,368 73,823 
Preferred equity investments(1)
— — 370,458 370,458 
Common equity investments(2)
— — 108,170 108,170 
Total Investments at fair value$— $190,131 $3,617,508 $3,807,639 
(1)Includes investment in Amergin AssetCo.
(2)Includes equity investments in LSI Financing.
(3)Includes equity investments in Amergin AssetCo and Fifth Season.
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 5. Fair Value of Investments
Investments
The tables below present the fair value hierarchy of investments as of the following periods:
Fair Value Hierarchy as of September 30, 2023
($ in thousands)Level 1 Level 2 Level 3 Total
First-lien senior secured debt investments(1)
$— $172,267 $2,522,554 $2,694,821 
Second-lien senior secured debt investments— — 186,623 186,623 
Unsecured debt investments— 18,755 48,202 66,957 
Preferred equity investments(2)
— — 341,712 341,712 
Common equity investments(3)
— — 94,137 94,137 
Total Investments at fair value$— $191,022 $3,193,228 $3,384,250 
(1)Includes investment in Amergin AssetCo.
(2)Includes equity investment in LSI Financing.
(3)Includes equity investments in Amergin and Fifth Season.
Fair Value Hierarchy as of December 31, 2022
($ in thousands)Level 1Level 2Level 3Total
First-lien senior secured debt investments$— $53,819 $1,758,458 $1,812,277 
Second-lien senior secured debt investments— — 184,788 184,788 
Unsecured debt investments— 13,735 45,124 58,859 
Preferred equity investments(1)
— — 337,069 337,069 
Common equity investments(2)
— — 71,541 71,541 
Total Investments at fair value$— $67,554 $2,396,980 $2,464,534 
(1)Includes equity investment in LSI Financing.
(2)Includes equity investment in Amergin and Fifth Season.
The following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the following periods:
As of and for the Three Months Ended September 30, 2023
As of and for the Three Months Ended March 31, 2024As of and for the Three Months Ended March 31, 2024
($ in thousands)($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of periodFair value, beginning of period$2,167,254 $183,925 $48,376 $362,105 $83,234 $2,844,894 
Purchases of investments, netPurchases of investments, net402,174 — — — 10,015 412,189 
Payment-in-kindPayment-in-kind5,108 — 1,274 1,363 — 7,745 
Proceeds from investments, netProceeds from investments, net(22,996)— — (20,605)— (43,601)
Net change in unrealized gain (loss)Net change in unrealized gain (loss)3,964 2,545 (1,448)(2,800)888 3,149 
Net realized gains (losses)Net realized gains (losses)— — — 968 — 968 
Net amortization/accretion of premium/discount on investmentsNet amortization/accretion of premium/discount on investments1,350 153 — 681 — 2,184 
Transfers into (out of) Level 3(1)
Transfers into (out of) Level 3(1)
(34,300)— — — — (34,300)
Fair value, end of periodFair value, end of period$2,522,554 $186,623 $48,202 $341,712 $94,137 $3,193,228 
(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the three months ended September 30, 2023,March 31, 2024, transfers between Level 2 and Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.
36

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
As of and for the Three Months Ended September 30, 2022
As of and for the Three Months Ended March 31, 2023As of and for the Three Months Ended March 31, 2023
($ in thousands)($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of periodFair value, beginning of period$460,911 $45,358 $42,260 $194,150 $12,210 $754,889 
Purchases of investments, netPurchases of investments, net621,342 67,140 — 120,234 25,418 834,134 
Payment-in-kindPayment-in-kind351 — 745 2,671 — 3,767 
Proceeds from investments, netProceeds from investments, net(1,292)— — — — (1,292)
Net change in unrealized gain (loss)Net change in unrealized gain (loss)2,691 (1,757)(2,402)(1,855)(38)(3,361)
Net realized gains (losses)Net realized gains (losses)— — — — — — 
Net amortization/accretion of premium/discount on investmentsNet amortization/accretion of premium/discount on investments485 69 13 76 — 643 
Transfers into (out of) Level 3(1)
Transfers into (out of) Level 3(1)
— — — — — — 
Fair value, end of periodFair value, end of period$1,084,488 $110,810 $40,616 $315,276 $37,590 $1,588,780 
(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the three months ended September 30, 2022, there were no transfers between levels.
As of and for the Nine Months Ended September 30, 2023
($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of period$1,758,458 $184,788 $45,124 $337,069 $71,541 $2,396,980 
Purchases of investments, net895,464 — — 19,664 21,315 936,443 
Payment-in-kind11,315 — 3,492 19,246 — 34,053 
Proceeds from investments, net(57,070)— — (22,190)— (79,260)
Net change in unrealized gain (loss)13,742 1,393 (428)(14,000)1,281 1,988 
Net realized gains (losses)(2)— — 968 — 966 
Net amortization/accretion of premium/discount on investments3,658 442 14 955 — 5,069 
Transfers into (out of) Level 3(1)
(103,011)— — — — (103,011)
Fair value, end of period$2,522,554 $186,623 $48,202 $341,712 $94,137 $3,193,228 
(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the nine months ended September 30,March 31, 2023,, transfers between Level 2 and Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.
As of and for the Nine Months Ended September 30, 2022
($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of period$— $— $— $— $— $— 
Purchases of investments, net1,128,840 126,703 43,918 315,447 37,636 1,652,544 
Payment-in-kind350 — 1,499 6,161 — 8,010 
Proceeds from investments, net(46,077)(13,977)— — — (60,054)
Net change in unrealized gain (loss)714 (2,001)(4,830)(6,462)(46)(12,625)
Net realized gains (losses)24 — — — — 24 
Net amortization of discount on investments637 85 29 130 — 881 
Transfers into (out of) Level 3(1)
— — — — — — 
Fair value, end of period$1,084,488 $110,810 $40,616 $315,276 $37,590 $1,588,780 
(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the nine months ended September 30, 2022, there were no transfers between levels.
37

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
The following tables present information with respect to net change in unrealized gains (losses) on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the following periods:
($ in thousands)($ in thousands)Net change in unrealized gain (loss) for the Three Months Ended September 30, 2023 on Investments Held at September 30, 2023Net change in unrealized gain (loss) for the Three Months Ended September 30, 2022 on Investments Held at September 30, 2022($ in thousands)Net change in unrealized gain (loss) for the Three Months Ended March 31, 2024 on Investments Held at March 31, 2024Net change in unrealized gain (loss) for the Three Months Ended March 31, 2023 on Investments Held at March 31, 2023
First-lien senior secured debt investmentsFirst-lien senior secured debt investments$4,191 $2,691 
Second-lien senior secured debt investmentsSecond-lien senior secured debt investments2,545 (1,757)
Unsecured debt investmentsUnsecured debt investments(1,448)(2,402)
Preferred equity investmentsPreferred equity investments(2,800)(1,855)
Common equity investmentsCommon equity investments888 (38)
Total InvestmentsTotal Investments$3,376 $(3,361)
48

($ in thousands)Net change in unrealized gain (loss) for the Nine Months Ended September 30, 2023 on Investments Held at September 30, 2023Net change in unrealized gain (loss) for the Nine Months Ended September 30, 2022 on Investments Held at September 30, 2022
First-lien senior secured debt investments$14,293 $714 
Second-lien senior secured debt investments1,393 (2,001)
Unsecured debt investments(428)(4,830)
Preferred equity investments(14,000)(6,462)
Common equity investments1,281 (46)
Total Investments$2,539 $(12,625)
Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
The tables below present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of the following periods. The weighted average range of unobservable inputs is based on fair value of investments. The table is not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.
September 30, 2023March 31, 2024
($ in thousands)Fair ValueValuation TechniqueUnobservable InputRange (Weighted Average)Impact to Valuation from an Increase in Input
First-lien senior secured debt investments$371,926166,053 Recent TransactionTransaction Price90.1%98.0% - 100.0% (98.3%(98.9%)Increase
2,150,6282,803,950 Yield AnalysisMarket Yield8.9%9.6% - 17.3% (12.7%18.0% (12.1%)Decrease
Second-lien senior secured debt investments$186,623186,467 Yield AnalysisMarket Yield12.1%11.9% - 18.9% (15.9%17.7% (14.9%)Decrease
Unsecured debt investments$48,2021,700 Recent TransactionTransaction Price100.0% - 100.0% (100.0%)Increase
51,914 Yield AnalysisMarket Yield13.1%10.0% - 13.1% (13.1%10.0% (10.0%)Decrease
Preferred equity investments$281,199134,231 Recent TransactionTransaction Price81.4% - 106.5% (103.7%)Increase
206,926 Yield AnalysisMarket Yield11.4%10.7% - 22.9% (16.9%20.1% (14.0%)Decrease
60,51335,571 Market ApproachRevenue Multiple8.3x - 23.5x (11.5x)8.5x - 25.0x (15.7x)Increase
Common equity investments$46,72914,481 Recent TransactionTransaction Price100.0% - 100.0% (100.0%)Increase
17,11618,681 Market ApproachEBITDA Multiple8.7x - 34.5x (12.1x)9.3x - 32.5x (12.9x)Increase
30,29265,308 Market ApproachAUM Multiple1.0x - 1.0x (1.0x)Increase
145 Option Pricing ModelVolatility70.0% - 70.0% (70.0%)Increase
32,362 Market ApproachRevenue Multiple6.3x - 14.3x (10.9x)14.8x (11.1x)Increase

3849

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
December 31, 20222023
($ in thousands)Fair ValueValuation TechniqueUnobservable InputRange (Weighted Average)Impact to Valuation from an Increase in Input
First-lien senior secured debt investments$544,947423,672 Recent TransactionTransaction Price97.2%97.0% - 98.5% (98.0%99.3% (98.6%)Increase
1,213,5112,475,044 Yield AnalysisMarket Yield8.2% - 19.3% (11.5%17.1% (12.0%)Decrease
Second-lien senior secured debt investments$73,470186,796 Recent TransactionTransaction Price98.0% - 98.0% (98.0%)Increase
111,318 Yield AnalysisMarket Yield12.6%11.4% - 19.2% (15.6%17.7% (15.3%)Decrease
Unsecured debt investments$45,1241,700 Recent TransactionTransaction Price100.0% - 100.0% (100.0%)Increase
51,668 Yield AnalysisMarket Yield10.8%10.6% - 10.8% (10.8%10.6% (10.6%)Decrease
Preferred equity investments$18,350109,877 Recent TransactionTransaction Price96.5%98.0% - 100.0% (97.7%107.5% (106.9%)Increase
253,581199,839 Yield AnalysisMarket Yield11.9%10.4% - 20.6% (16.7%20.0% (15.2%)Decrease
65,13860,742 Market ApproachRevenue Multiple8.5x - 38.5x (26.8x)21.5x (14.6x)Increase
Common equity investments$36,21158,201 Recent TransactionTransaction Price100.0% - 100.0% (100.0%)Increase
17,58617,724 Market ApproachEBITDA Multiple9.1x - 34.5x (12.5x)11.4x - 31.6x (14.4x)Increase
17,74432,245 Market ApproachRevenue Multiple6.3x - 14.7x (11.2x)11.0x - 16.6x (14.1x)Increase
The Adviser, as valuation designee, typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Company’s investment within the portfolio company’s capital structure.
When the debtor is not performing or when there is insufficient value to cover the investment, the Company may utilize a net recovery approach to determine the fair value of debt investments in subject companies. A net recovery analysis typically consists of two steps. First, the total enterprise value for the subject company is estimated using standard valuation approaches, most commonly the market approach. Second, the fair value for each investment in the subject company is then estimated by allocating the subject company’s total enterprise value to the outstanding securities in the capital structure based upon various factors, including seniority, preferences, and other features if deemed relevant to each security in the capital structure.
Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. For the Company’s Level 3 equity investments, a market approach, based on comparable financial performance multiples such as publicly-traded company and comparable market transaction multiples of revenues, earnings before interest, taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions are typically used.
3950

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Debt Not Carried at Fair ValuePromissory Note
Fair value is estimated by discounting remaining payments using applicable current market rates, which takeOn January 25, 2022, the Company as borrower, entered into account changes in the Company’s marketplace credit ratings, or market quotes, if available. The table below presents the carrying and fair valuesa Loan Agreement (the “FIC Agreement”) with Owl Rock Feeder FIC LLC (“Feeder FIC”), an affiliate of the Company���s debt obligationsAdviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $250.0 million from Feeder FIC. Under the FIC Agreement, the Company could re-borrow any amount repaid; however, there was no funding commitment between Feeder FIC and the Company.
On March 14, 2022, the Company entered into an amendment to the FIC Agreement to change the manner in which interest is calculated.
The interest rate on amounts borrowed pursuant to the Promissory Notes, prior to March 14, 2022, was based on the lesser of the rate of interest for an ABR Loan or a Eurodollar Loan under the credit agreement dated as of April 15, 2021, as amended or supplemented from time to time, by and among the following periods:Adviser, as borrower, the several lenders from time to time party thereto, MUFG Union Bank, N.A., as Collateral Agent and MUFG Bank, Ltd., as Administrative Agent.
September 30, 2023December 31, 2022
($ in thousands)
Net Carrying Value(1)
Fair Value
Net Carrying Value(2)
Fair Value
Subscription Credit Facility$723,857 $723,857 $767,139 $767,139 
Revolving Credit Facility64,746 64,746 120,667 120,667 
SPV Asset Facility I591,620 591,620 293,878 293,878 
SPV Asset Facility II197,511 197,511 47,119 47,119 
2023A Notes74,488 74,488 — — 
Total Debt$1,652,222 $1,652,222 $1,228,803 $1,228,803 
(1)The carrying valueinterest rate on amounts borrowed pursuant to the Promissory Notes after March 14, 2022 was based on the lesser of the Subscriptionrate of interest for a SOFR Loan or an ABR Loan under the Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II,Agreement dated as of December 7, 2021, as amended or supplemented from time to time, by and 2023A Notes are presented netamong Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of unamortized debt issuance costs of $1.1 million, $4.8 millionAmerica, N.A., $8.4 million, $2.5 million,as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and $0.5 million respectively.
(2)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I,Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and SPV Asset Facility II are presented net of unamortized debt issuance costs of $2.9 millionMUFG Bank, Ltd., $5.7 million, $6.1 million, and $2.9 million respectively.as Administrative Agent.
The table below presents fair value measurementsunpaid principal balance of the Company’s debt obligations as of the following periods:
($ in thousands)September 30, 2023December 31, 2022
Level 1$— $— 
Level 2— — 
Level 31,652,222 1,228,803 
Total Debt$1,652,222 $1,228,803 
Financial Instruments Not Carriedany Promissory Note and accrued interest thereon was payable by us from time to time at Fair Value
As of September 30, 2023, the carrying amounts of the Company’s assetsour discretion but immediately due and liabilities, other than investments at fair valuepayable upon 120 days written notice by Feeder FIC, and debt, approximate fair valuein any event due to their short maturities.
Note 6. Debt
In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as definedand payable in the 1940 Act, is at least 150% after such borrowing. As of September 30, 2023 and December 31, 2022, the Company’s asset coverage was 206% and 196%, respectively.
The tables below present debt obligations as of the following periods:
September 30, 2023
($ in thousands)Aggregate Principal CommittedOutstanding Principal
Amount Available(1)
Net Carrying Value(2)
Subscription Credit Facility$800,000 $725,000 $75,000 $723,857 
Revolving Credit Facility625,000 69,577 555,423 64,746 
SPV Asset Facility I825,000 600,000 18,069 591,620 
SPV Asset Facility II300,000 200,000 73,583 197,511 
2023A Notes75,000 75,000 — 74,488 
Total Debt$2,625,000 $1,669,577 $722,075 $1,652,222 
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, and 2023A Notes are presented net of unamortized debt issuance costs of $1.1 million, $4.8 million, $8.4 million, $2.5 million, and $0.5 million respectively.full no
4043

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
December 31, 2022
($ in thousands)Aggregate Principal CommittedOutstanding PrincipalAmount AvailableNet Carrying Value
Subscription Credit Facility$800,000 $770,015 $29,985 $767,139 
Revolving Credit Facility625,000 126,377 498,623 120,667 
SPV Asset Facility I600,000 300,000 54,288 293,878 
SPV Asset Facility II300,000 50,000 5,637 47,119 
Total Debt$2,325,000 $1,246,392 $588,533 $1,228,803 
later than February 28, 2023. The Company intends to use the borrowed funds to make investments in portfolio companies consistent with its investment strategies.
(1)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, and SPV Asset Facility II are presented net of unamortized debt issuance costs of $2.9 million, $5.7 million, $6.1 million, and $2.9 million respectively.
The table below presents the components of interest expense for the following periods:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
($ in thousands)2023202220232022
Interest expense$32,715 $7,730 $86,733 $9,536 
Amortization of debt issuance costs1,457 977 4,168 1,666 
Total Interest Expense$34,172 $8,707 $90,901 $11,202 
Average interest rate7.8 %4.7 %7.4 %4.5 %
Average daily borrowings$1,646,915 $643,216 $1,543,034 $277,457 

Credit Facilities
Subscription Credit Facility
On February 18,June 22, 2022, the Company and Feeder FIC entered into a revolving credit facilitytermination agreement (the “Subscription Credit Facility”“Termination Agreement”) with Wells Fargo Bank, National Association as administrative agent and aspursuant to which the lender.
The maximum principal amountFIC Agreement was terminated. Upon execution of the Subscription Credit Facility is $800 million (increased from $700 million to $800 million on December 16, 2022), subject to availability under the borrowing base, which is based on unused capital commitments. The Subscription Credit Facility includes a provision permitting the Company to increase the size of the Subscription Credit Facility under certain circumstances up to a maximum principal amount not to exceed $1.5 billion, if the existing or new lenders agree to commit to such increase. On January 4, 2023, the Company entered into an amendment to the Subscription Credit Facility, which (i) decreased the aggregate principal amount ofTermination Agreement there were no amounts outstanding swingline loans under the Subscription Credit Facility from $100 million to $50 million and (ii) decreased the letter of credit sublimit under the Subscription Credit Facility from 20% to 0% of the maximum commitment.
Borrowings under the Subscription Credit Facility bear interest, at the Company’s election at the time of drawdown, at a rate per annum equal to (i) in the case of loans denominated in dollars, at the Company’s option (a) an adjusted Daily Simple SOFR rate plus 1.75%, (b) an adjusted Term SOFR rate for the applicable interest period plus 1.75% and (c) in the case of reference rate loans, 0.75% plus the greatest of (1) a prime rate, (2) the federal funds rate plus 0.50% and (3) the adjusted Daily Simple SOFR rate plus 1.00%, (ii) in the case of loans denominated in euros or other alternative currencies (other than sterling), the adjusted Eurocurrency Rate for the applicable interest period plus 1.75% or (iii) in the case of loans denominated in sterling, the adjusted SONIA Rate for the applicable interest period plus 1.75%. SOFR Rate loans are subject to a credit spread adjustment ranging from 0.10% to 0.25% and SONIA rate loans are subject to a credit spread adjustment of 0.0326%. Loans denominated in dollars may be converted from one rate applicable to dollar denominated loans to another at any time at the Company’s election, subject to certain conditions. The Company also will pay an unused commitment fee of 0.25% per annum on the unused commitments.
The Subscription Credit Facility will mature upon the earliest of: (i) the date two (2) years from the Closing Date (the “Stated Maturity Date”); (ii) the date upon which the Administrative Agent declares the obligations under the Subscription Credit Facility due and payable after the occurrence of an event of default; (iii) forty-five (45) days prior to the scheduled termination of the commitment period under the Company's subscription agreements; (iv) forty-five (45) days prior to the date of any listing of the Company's common stock on a national securities exchange; (v) the termination of the commitment period under the Company's subscription agreements (if earlier than the scheduled date); and (vi) the date the Company terminates the commitments pursuant to the Subscription Credit Facility. At the Company's option, the Stated Maturity Date may be extended by up to 364 days, subject to satisfaction of customary conditions. On November 3, 2023, the Company exercised this option and extended the Stated Maturity Date to February 14, 2025.
41

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Revolving Credit Facility
On June 9, 2022, the Company entered into a Senior Secured CreditFIC Agreement (the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”), Truist Bank as Administrative Agent, Truist Securities, Inc., ING Capital LLC, Sumitomo Mitsui Banking Corporation and MUFG Bank, LTD, as Joint Bookrunners and Joint Lead Arrangers.
The Revolving Credit Facility is guaranteed by each of OR Tech Lending II LLC, ORTF II BC 1 LLC and ORTF II BC 2 LLC, each a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company (each a "Guarantor" and collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.
The maximum principal amount of the Revolving Credit Facility is $625 million (increased from $600 million to $625 million on November 16, 2022), subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. The amount available for borrowing under the Revolving Credit Facility is reduced by any outstanding letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $1.25 billion through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $200 million limit for swingline loans, with the aggregate principal amount of outstanding swingline loans of any swingline lender being limited to up to $50 million, and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions.
The availability period under the Revolving Credit Facility will terminate on June 9, 2026 (“Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on June 9, 2027 (“Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility in U.S. dollars will bear interest at either term SOFR plus a margin, or the Prime Rate plus a margin. The Company may elect either the term SOFR or Prime Rate at the time of drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin. The Company will also pay a fee of 0.375% on average daily undrawn amounts under the Revolving Credit Facility.Promissory Notes.
The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of the Company and its subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00, measured at the last day of any fiscal quarter.SPV Asset Facilities
SPV Asset Facility I
On July 15, 2022 (the “SPV Asset Facility I Closing Date”), Athena Funding I LLC (“Athena Funding I”), a Delaware limited liability company and a newly formed subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility I”), with Athena Funding I, as borrower, Société Générale, as administrative agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, Alter Domus (US) LLC, as document custodian, and the lenders party thereto (the “SPV Asset Facility I Lenders”). The parties to the SPV Asset Facility I have entered into various amendments, including those relating to the calculation of principal collateralization amounts. The following describes the terms of SPV Asset Facility I as amended through September 26, 2023.
From time to time, the Company expects to sell and contribute certain investments to Athena Funding I pursuant to a Sale and Contribution Agreement by and between the Company and Athena Funding I. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by Athena Funding I, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Athena Funding I through its ownership of Athena Funding I. The maximum principal amount which may be borrowed under the Credit Facility is $825$625.0 million (increased from $600$600.0 million to $700$700.0 million on February 22, 2023, increased from $700$700.0 million to $800$800.0 million on August 15, 2023, and increased from $800$800.0 million to $825$825.0 million on September 26, 2023 and decreased from $825.0 million to $625.0 million on December 13, 2023) which, subject to the satisfaction of certain conditions, may be increased to up to $1 billion.$1.00 billion. The availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding I’s assets from time to time, and satisfaction of certain conditions, including coverage tests, collateral quality tests, a lender advance rate test and certain concentration limits.
42

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
The SPV Asset Facility I provides for the ability to draw term loans and to draw and redraw revolving loans under the SPV Asset Facility I for a period of up to two years after the SPV Asset Facility I Closing Date. Unless otherwise terminated, the SPV Asset Facility I will mature on July 15, 2032 (the "SPV“SPV Asset Facility I Stated Maturity"Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by Athena Funding I 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, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, Athena Funding I 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 I 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 2.75%, and term loans are subject to a minimum utilization amount, after one year, subject to certain terms and conditions. The undrawn amount of the of the term commitment not subject to such spread payment is subject to an undrawn fee of 0.25% per annum for the first twelve months and 0.35% thereafter. The undrawn amount of the revolving commitment not subject to such spread payment is subject to an undrawn fee of 0.25% per annum for the first six months, 0.50% for months seven through twelve, and 0.50% thereafter if the drawn amount is greater than or equal to 75% of the revolving commitment, otherwise 0.75%. Certain additional fees are payable to Société Générale as administrative agent.
The SPV Asset Facility I contains customary covenants, including certain maintenance covenants, and events of default. Athena Funding I is required to obtain a minimum post-closing rating of the SPV Asset Facility I within six months of the SPV Asset Facility I Closing Date, subject to certain terms and conditions. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of Athena Funding I and on any payments received by Athena Funding I in respect of those assets. Assets pledged to the SPV Asset Facility I Lenders will not be available to pay the debts of the Company.
Borrowings of Athena Funding I are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
SPV Asset Facility II
On November 8, 2022 (the “SPV Asset Facility II Closing Date”), Athena Funding II LLC (“Athena Funding II”), a Delaware limited liability company and a newly formed subsidiary of the Company entered into a Loan and Management Agreement (the “SPV Asset Facility II”), with Athena Funding II LLC, as borrower, the Company, as collateral manager and transferor, MUFG Bank, Ltd. (“MUFG”), as administrative agent, State Street Bank and Trust Company, as collateral agent and collateral administrator, Alter Domus (US) LLC as custodian, the lenders from time to time parties thereto (the “SPV Asset Facility II Lender”) and the group agents from time to time parties thereto.
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued

From time to time, the Company expects to sell and contribute certain investments to Athena Funding II pursuant to a Purchase and Sale Agreement by and between the Company and Athena Funding II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by Athena Funding II, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Athena Funding II through its ownership of Athena Funding II. The maximum principal amount of the SPV Asset Facility II is $300 million;$300.0 million; the availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding II’s assets from time to time, an advance rate and concentration limitations, and satisfaction of certain conditions, including collateral quality tests.

The SPV Asset Facility II provides for the ability to draw and redraw revolving loans under the SPV Asset Facility II for a period of up to two years after the SPV Asset Facility II Closing Date (the “SPV Asset Facility II Reinvestment Period”) unless the SPV Asset Facility II Reinvestment Period is terminated sooner as provided in the Secured Credit Facility. Unless otherwise terminated, the SPV Asset Facility II will mature three years after the last day of the SPV Asset Facility II Reinvestment Period (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by Athena Funding II 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, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, Athena Funding II 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 II.
Amounts drawn bear interest at a cost of funds rate as determined by MUFG periodically (or Term SOFR under certain circumstances) plus an applicable margin of 2.85% during the SPV Asset Facility II Reinvestment Period and 3.25% after the end of the SPV Asset Facility II Reinvestment Period. During the SPV Asset Facility II Reinvestment Period, there is an unused fee of 0.50% on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. The SPV Asset Facility II contains customary covenants, including certain maintenance covenants and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of Athena Funding II and on any payments received by Athena Funding II in respect of those assets. Assets pledged to the SPV Asset Facility II Lender will not be available to pay the debts of the Company.

Borrowings of Athena Funding II are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
CLO
Athena CLO II
On December 13, 2023 (the “Athena CLO II Closing Date”), the Company completed a $475.3 million term debt securitization transaction (the “Athena CLO II Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the Athena CLO II Transaction and the secured loan borrowed in the Athena CLO II Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Athena CLO II, LLC, a limited liability organized under the laws of the State of Delaware (the “Athena CLO II Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the Athena CLO II Issuer.
The Athena CLO II Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Athena CLO II Closing Date (the “Athena CLO II Indenture”), by and among the Athena CLO II Issuer and State Street Bank and Trust Company: (i) $40.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.85%, (ii) $16.5 million of AA(sf) Class B-1 Notes, which bear interest at three-month term SOFR plus 3.95%, (iii) $7.5 million of AA(sf) Class B-2 Notes, which bear interest at 7.25% and (iv) $24.0 million of A(sf) Class C Notes, which bear interest at three-month term SOFR plus 4.95% (together, the “Athena CLO II Secured Notes”) and (B) the borrowing by the Athena CLO II Issuer of $200.0 million under floating rate Class A-L loans (the “Athena CLO II Class A-L Loans” and together with the Athena CLO II Secured Notes, the “Athena CLO II Debt”). The Class A-L Loans bear interest at three-month term SOFR plus 2.85%. The Class A-L Loans were borrowed under a credit agreement (the “Athena CLO II Class A-L Credit Agreement”), dated as of the Athena CLO II Closing Date, by and among the Athena CLO II Issuer, as borrower, a financial institution, as lender, and State Street Bank and Trust Company, as collateral trustee and loan agent. The Athena CLO II Debt is secured by middle market loans, participation interests in middle market loans and other assets of the Athena CLO II Issuer. The Athena CLO II Debt is scheduled to mature on the Payment Date (as defined in the Athena CLO II Indenture) in January, 2036. The Athena CLO II Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.
Concurrently with the issuance of the Athena CLO II Secured Notes and the borrowing under the Athena CLO II Class A-L Loans, the Athena CLO II Issuer issued approximately $187.3 million of subordinated securities in the form of 187,300 preferred shares at an issue price of U.S.$1,000 per share (the “Athena CLO II Preferred Shares”). The Athena CLO II Preferred Shares were issued by the Athena CLO II Issuer as part of its issued share capital and are not secured by the collateral securing the Athena CLO II Debt. The Company purchased all of the Athena CLO II Preferred Shares. The Company acts as retention holder in connection with
43
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
the Athena CLO II Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Athena CLO II Preferred Shares.
As part of the Athena CLO II Transaction, the Company entered into a loan sale agreement with the Athena CLO II Issuer dated as of the Athena CLO II Closing Date (the “Athena CLO II OTF II Loan Sale Agreement”), which provided for the contribution of approximately $83.9 million funded par amount of middle market loans from the Company to the Athena CLO II Issuer on the Athena CLO II Closing Date and for future sales from the Company to the Athena CLO II Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Athena CLO II Debt. The remainder of the initial portfolio assets securing the Athena CLO II Debt consisted of approximately $380.6 million funded par amount of middle market loans purchased by the Athena CLO II Issuer from Athena Funding I LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the Athena CLO II Closing Date between the Athena CLO II Issuer and Athena Funding I LLC (the “Athena CLO II Athena Funding I Loan Sale Agreement”). No gain or loss was recognized as a result of these sales and contributions. The Company and Athena Funding I each made customary representations, warranties, and covenants to the Athena CLO II Issuer under the applicable loan sale agreement.
Through January 20, 2028, a portion of the proceeds received by the Athena CLO II Issuer from the loans securing the Athena CLO II Secured Notes may be used by the Athena CLO II Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the Athena CLO II Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The Athena CLO II Debt is the secured obligation of the Athena CLO II Issuer, and the Athena CLO II Indenture and Athena CLO II Class A-L Credit Agreement each includes customary covenants and events of default. The Athena CLO II Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser will serve as collateral manager for the Athena CLO II Issuer under a collateral management agreement dated as of the Athena CLO II Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated November 30, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the Athena CLO II Issuer’s equity or notes owned by the Company.
Unsecured Notes
2023A Notes
On September 27, 2023, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $75$75.0 million in aggregate principal amount of Series 2023A Notes, due September 27, 2028, with a fixed interest rate of 8.50% per year (the “Series 2023A Notes”), to qualified institutional investors in a private placement. The Series 2023A Notes are guaranteed by OR Tech Lending II LLC, ORTF II FSI LLC and ORTF II BC 2 LLC, subsidiaries of the Company.
Interest on the Series 2023A Notes will be due semiannually on March 27 and September 27 each year, beginning on March 27, 2024. The Series 2023A 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 premium. In addition, the Company is obligated to offer to prepay the Series 2023A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Series 2023A 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 BDC within the meaning of the 1940 Act, a minimum net worth of $1,012,092,000,$1.01 billion, 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 Series 2023A Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the Series 2023A 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 Series 2023A Notes will bear interest at a fixed rate per annum which is 1.50% above the stated rate of the Series 2023A Notes from the date of the occurrence of the Secured Debt Ratio Event to and until the date on which the Below Investment Grade 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 Series 2023A Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the Series 2023A Notes from the date
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
of the occurrence of the later to occur of the Below Investment Grade Event and the Secured Debt Ratio Event to and until the date on which one of such 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.

Note 6. Fair Value of Financial Instruments
Investments
The tables below present the fair value hierarchy of financial instruments as of the following periods:
Fair Value Hierarchy as of March 31, 2024
($ in thousands)Level 1 Level 2 Level 3 Total
Cash$67,135 $— $— $67,135 
Investments:
First-lien senior secured debt investments(1)
$— $267,255 $2,970,003 $3,237,258 
Second-lien senior secured debt investments— — 186,467 186,467 
Unsecured debt investments— — 53,614 53,614 
Preferred equity investments(2)
— — 376,728 376,728 
Common equity investments(3)
— — 130,977 130,977 
Total Investments at fair value$— $267,255 $3,717,789 $3,985,044 
(1)Includes investment in Amergin AssetCo.
(2)Includes equity investments in LSI Financing.
(3)Includes equity investments in Amergin AssetCo and Fifth Season.
Fair Value Hierarchy as of December 31, 2023
($ in thousands)Level 1Level 2Level 3Total
Cash$64,899 $— $— $64,899 
Investments:
First-lien senior secured debt investments(1)
$— $169,676 $2,898,716 $3,068,392 
Second-lien senior secured debt investments— — 186,796 186,796 
Unsecured debt investments— 20,455 53,368 73,823 
Preferred equity investments(1)
— — 370,458 370,458 
Common equity investments(2)
— — 108,170 108,170 
Total Investments at fair value$— $190,131 $3,617,508 $3,807,639 
(1)Includes investment in Amergin AssetCo.
(2)Includes equity investments in LSI Financing.
(3)Includes equity investments in Amergin AssetCo and Fifth Season.
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
The following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the following periods:
As of and for the Three Months Ended March 31, 2024
($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of period$2,898,716 $186,796 $53,368 $370,458 $108,170 $3,617,508 
Purchases of investments, net213,479 — 57 21,187 234,724 
Payment-in-kind3,253 — 1,418 7,868 — 12,539 
Proceeds from investments, net(159,242)— — (373)(1,565)(161,180)
Net change in unrealized gain (loss)8,526 (491)(1,244)(1,369)3,185 8,607 
Net realized gains (losses)— — — — — — 
Net amortization/accretion of premium/discount on investments2,637 162 15 143 — 2,957 
Transfers into (out of) Level 3(1)
2,634 — — — — 2,634 
Fair value, end of period$2,970,003 $186,467 $53,614 $376,728 $130,977 $3,717,789 
(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the three months ended March 31, 2024, transfers between Level 2 and Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.
As of and for the Three Months Ended March 31, 2023
($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of period$1,758,458 $184,788 $45,124 $337,069 $71,541 $2,396,980 
Purchases of investments, net304,302 — — 19,656 2,508 326,466 
Payment-in-kind2,135 — 1,031 10,794 — 13,960 
Proceeds from investments, net(14,084)— — — — (14,084)
Net change in unrealized gain (loss)9,499 107 811 1,042 146 11,605 
Net realized gains (losses)(2)— — — — (2)
Net amortization/accretion of premium/discount on investments1,088 142 14 136 — 1,380 
Transfers into (out of) Level 3(1)
(103,010)— — — — (103,010)
Fair value, end of period$1,958,386 $185,037 $46,980 $368,697 $74,195 $2,633,295 
(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the three months ended March 31, 2023, transfers between Level 2 and Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.
The following tables present information with respect to net change in unrealized gains (losses) on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the following periods:
($ in thousands)Net change in unrealized gain (loss) for the Three Months Ended March 31, 2024 on Investments Held at March 31, 2024Net change in unrealized gain (loss) for the Three Months Ended March 31, 2023 on Investments Held at March 31, 2023
First-lien senior secured debt investments$12,012 $9,499 
Second-lien senior secured debt investments(491)107 
Unsecured debt investments(1,244)811 
Preferred equity investments(1,369)1,042 
Common equity investments3,185 146 
Total Investments$12,093 $11,605 
48

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
The tables below present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of the following periods. The weighted average range of unobservable inputs is based on fair value of investments. The table is not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.
March 31, 2024
($ in thousands)Fair ValueValuation TechniqueUnobservable InputRange (Weighted Average)Impact to Valuation from an Increase in Input
First-lien senior secured debt investments$166,053 Recent TransactionTransaction Price98.0% - 100.0% (98.9%)Increase
2,803,950 Yield AnalysisMarket Yield9.6% - 18.0% (12.1%)Decrease
Second-lien senior secured debt investments$186,467 Yield AnalysisMarket Yield11.9% - 17.7% (14.9%)Decrease
Unsecured debt investments$1,700 Recent TransactionTransaction Price100.0% - 100.0% (100.0%)Increase
51,914 Yield AnalysisMarket Yield10.0% - 10.0% (10.0%)Decrease
Preferred equity investments$134,231 Recent TransactionTransaction Price81.4% - 106.5% (103.7%)Increase
206,926 Yield AnalysisMarket Yield10.7% - 20.1% (14.0%)Decrease
35,571 Market ApproachRevenue Multiple8.3x - 23.5x (11.5x)Increase
Common equity investments$14,481 Recent TransactionTransaction Price100.0% - 100.0% (100.0%)Increase
18,681 Market ApproachEBITDA Multiple8.7x - 34.5x (12.1x)Increase
65,308 Market ApproachAUM Multiple1.0x - 1.0x (1.0x)Increase
145 Option Pricing ModelVolatility70.0% - 70.0% (70.0%)Increase
32,362 Market ApproachRevenue Multiple6.3x - 14.8x (11.1x)Increase

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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
December 31, 2023
($ in thousands)Fair ValueValuation TechniqueUnobservable InputRange (Weighted Average)Impact to Valuation from an Increase in Input
First-lien senior secured debt investments$423,672 Recent TransactionTransaction Price97.0% - 99.3% (98.6%)Increase
2,475,044 Yield AnalysisMarket Yield8.2% - 17.1% (12.0%)Decrease
Second-lien senior secured debt investments$186,796 Yield AnalysisMarket Yield11.4% - 17.7% (15.3%)Decrease
Unsecured debt investments$1,700 Recent TransactionTransaction Price100.0% - 100.0% (100.0%)Increase
51,668 Yield AnalysisMarket Yield10.6% - 10.6% (10.6%)Decrease
Preferred equity investments$109,877 Recent TransactionTransaction Price98.0% - 107.5% (106.9%)Increase
199,839 Yield AnalysisMarket Yield10.4% - 20.0% (15.2%)Decrease
60,742 Market ApproachRevenue Multiple8.5x - 21.5x (14.6x)Increase
Common equity investments$58,201 Recent TransactionTransaction Price100.0% - 100.0% (100.0%)Increase
17,724 Market ApproachEBITDA Multiple9.1x - 34.5x (12.5x)Increase
32,245 Market ApproachRevenue Multiple6.3x - 14.7x (11.2x)Increase
The Adviser, as valuation designee, typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Company’s investment within the portfolio company’s capital structure.
When the debtor is not performing or when there is insufficient value to cover the investment, the Company may utilize a net recovery approach to determine the fair value of debt investments in subject companies. A net recovery analysis typically consists of two steps. First, the total enterprise value for the subject company is estimated using standard valuation approaches, most commonly the market approach. Second, the fair value for each investment in the subject company is then estimated by allocating the subject company’s total enterprise value to the outstanding securities in the capital structure based upon various factors, including seniority, preferences, and other features if deemed relevant to each security in the capital structure.
Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. For the Company’s Level 3 equity investments, a market approach, based on comparable financial performance multiples such as publicly-traded company and comparable market transaction multiples of revenues, earnings before interest, taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions are typically used.
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Promissory Note
On January 25, 2022, the Company as borrower, entered into a Loan Agreement (the “FIC Agreement”) with Owl Rock Feeder FIC LLC (“Feeder FIC”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $250$250.0 million from Feeder FIC. Under the FIC Agreement, the Company could re-borrow any amount repaid; however, there was no funding commitment between Feeder FIC and the Company.
On March 14, 2022, the Company entered into an amendment to the FIC Agreement to change the manner in which interest is calculated.
The interest rate on amounts borrowed pursuant to the Promissory Notes, prior to March 14, 2022, was based on the lesser of the rate of interest for an ABR Loan or a Eurodollar Loan under the credit agreement dated as of April 15, 2021, as amended or supplemented from time to time, by and among the Adviser, as borrower, the several lenders from time to time party thereto, MUFG Union Bank, N.A., as Collateral Agent and MUFG Bank, Ltd., as Administrative Agent.
The interest rate on amounts borrowed pursuant to the Promissory Notes after March 14, 2022 was based on the lesser of the rate of interest for a SOFR Loan or an ABR Loan under the Credit Agreement dated as of December 7, 2021, as amended or supplemented from time to time, by and among Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.
The unpaid principal balance of any Promissory Note and accrued interest thereon was payable by us from time to time at our discretion but immediately due and payable upon 120 days written notice by Feeder FIC, and in any event due and payable in full no
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
later than February 28, 2023. The Company intends to use the borrowed funds to make investments in portfolio companies consistent with its investment strategies.
44

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
On June 22, 2022, the Company and Feeder FIC entered into a termination agreement (the “Termination Agreement”) pursuant to which the FIC Agreement was terminated. Upon execution of the Termination Agreement there were no amounts outstanding pursuant to the FIC Agreement or the Promissory Notes.
SPV Asset Facilities
SPV Asset Facility I
On July 15, 2022 (the “SPV Asset Facility I Closing Date”), Athena Funding I LLC (“Athena Funding I”), a Delaware limited liability company and a newly formed subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility I”), with Athena Funding I, as borrower, Société Générale, as administrative agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, Alter Domus (US) LLC, as document custodian, and the lenders party thereto (the “SPV Asset Facility I Lenders”). The parties to the SPV Asset Facility I have entered into various amendments, including those relating to the calculation of principal collateralization amounts. The following describes the terms of SPV Asset Facility I as amended through September 26, 2023.
From time to time, the Company expects to sell and contribute certain investments to Athena Funding I pursuant to a Sale and Contribution Agreement by and between the Company and Athena Funding I. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by Athena Funding I, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Athena Funding I through its ownership of Athena Funding I. The maximum principal amount which may be borrowed under the Credit Facility is $625.0 million (increased from $600.0 million to $700.0 million on February 22, 2023, increased from $700.0 million to $800.0 million on August 15, 2023, increased from $800.0 million to $825.0 million on September 26, 2023 and decreased from $825.0 million to $625.0 million on December 13, 2023) which, subject to the satisfaction of certain conditions, may be increased to up to $1.00 billion. The availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding I’s assets from time to time, and satisfaction of certain conditions, including coverage tests, collateral quality tests, a lender advance rate test and certain concentration limits.
The SPV Asset Facility I provides for the ability to draw term loans and to draw and redraw revolving loans under the SPV Asset Facility I for a period of up to two years after the SPV Asset Facility I Closing Date. Unless otherwise terminated, the SPV Asset Facility I will mature on July 15, 2032 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by Athena Funding I 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, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, Athena Funding I 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 I 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 2.75%, and term loans are subject to a minimum utilization amount, after one year, subject to certain terms and conditions. The undrawn amount of the of the term commitment not subject to such spread payment is subject to an undrawn fee of 0.25% per annum for the first twelve months and 0.35% thereafter. The undrawn amount of the revolving commitment not subject to such spread payment is subject to an undrawn fee of 0.25% per annum for the first six months, 0.50% for months seven through twelve, and 0.50% thereafter if the drawn amount is greater than or equal to 75% of the revolving commitment, otherwise 0.75%. Certain additional fees are payable to Société Générale as administrative agent.
The SPV Asset Facility I contains customary covenants, including certain maintenance covenants, and events of default. Athena Funding I is required to obtain a minimum post-closing rating of the SPV Asset Facility I within six months of the SPV Asset Facility I Closing Date, subject to certain terms and conditions. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of Athena Funding I and on any payments received by Athena Funding I in respect of those assets. Assets pledged to the SPV Asset Facility I Lenders will not be available to pay the debts of the Company.
Borrowings of Athena Funding I are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
SPV Asset Facility II
On November 8, 2022 (the “SPV Asset Facility II Closing Date”), Athena Funding II LLC (“Athena Funding II”), a Delaware limited liability company and a newly formed subsidiary of the Company entered into a Loan and Management Agreement (the “SPV Asset Facility II”), with Athena Funding II LLC, as borrower, the Company, as collateral manager and transferor, MUFG Bank, Ltd. (“MUFG”), as administrative agent, State Street Bank and Trust Company, as collateral agent and collateral administrator, Alter Domus (US) LLC as custodian, the lenders from time to time parties thereto (the “SPV Asset Facility II Lender”) and the group agents from time to time parties thereto.
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued

From time to time, the Company expects to sell and contribute certain investments to Athena Funding II pursuant to a Purchase and Sale Agreement by and between the Company and Athena Funding II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by Athena Funding II, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Athena Funding II through its ownership of Athena Funding II. The maximum principal amount of the SPV Asset Facility II is $300.0 million; the availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding II’s assets from time to time, an advance rate and concentration limitations, and satisfaction of certain conditions, including collateral quality tests.

The SPV Asset Facility II provides for the ability to draw and redraw revolving loans under the SPV Asset Facility II for a period of up to two years after the SPV Asset Facility II Closing Date (the “SPV Asset Facility II Reinvestment Period”) unless the SPV Asset Facility II Reinvestment Period is terminated sooner as provided in the Secured Credit Facility. Unless otherwise terminated, the SPV Asset Facility II will mature three years after the last day of the SPV Asset Facility II Reinvestment Period (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by Athena Funding II 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, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, Athena Funding II 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 II.
Amounts drawn bear interest at a cost of funds rate as determined by MUFG periodically (or Term SOFR under certain circumstances) plus an applicable margin of 2.85% during the SPV Asset Facility II Reinvestment Period and 3.25% after the end of the SPV Asset Facility II Reinvestment Period. During the SPV Asset Facility II Reinvestment Period, there is an unused fee of 0.50% on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. The SPV Asset Facility II contains customary covenants, including certain maintenance covenants and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of Athena Funding II and on any payments received by Athena Funding II in respect of those assets. Assets pledged to the SPV Asset Facility II Lender will not be available to pay the debts of the Company.
Borrowings of Athena Funding II are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
CLO
Athena CLO II
On December 13, 2023 (the “Athena CLO II Closing Date”), the Company completed a $475.3 million term debt securitization transaction (the “Athena CLO II Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the Athena CLO II Transaction and the secured loan borrowed in the Athena CLO II Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Athena CLO II, LLC, a limited liability organized under the laws of the State of Delaware (the “Athena CLO II Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the Athena CLO II Issuer.
The Athena CLO II Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Athena CLO II Closing Date (the “Athena CLO II Indenture”), by and among the Athena CLO II Issuer and State Street Bank and Trust Company: (i) $40.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.85%, (ii) $16.5 million of AA(sf) Class B-1 Notes, which bear interest at three-month term SOFR plus 3.95%, (iii) $7.5 million of AA(sf) Class B-2 Notes, which bear interest at 7.25% and (iv) $24.0 million of A(sf) Class C Notes, which bear interest at three-month term SOFR plus 4.95% (together, the “Athena CLO II Secured Notes”) and (B) the borrowing by the Athena CLO II Issuer of $200.0 million under floating rate Class A-L loans (the “Athena CLO II Class A-L Loans” and together with the Athena CLO II Secured Notes, the “Athena CLO II Debt”). The Class A-L Loans bear interest at three-month term SOFR plus 2.85%. The Class A-L Loans were borrowed under a credit agreement (the “Athena CLO II Class A-L Credit Agreement”), dated as of the Athena CLO II Closing Date, by and among the Athena CLO II Issuer, as borrower, a financial institution, as lender, and State Street Bank and Trust Company, as collateral trustee and loan agent. The Athena CLO II Debt is secured by middle market loans, participation interests in middle market loans and other assets of the Athena CLO II Issuer. The Athena CLO II Debt is scheduled to mature on the Payment Date (as defined in the Athena CLO II Indenture) in January, 2036. The Athena CLO II Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.
Concurrently with the issuance of the Athena CLO II Secured Notes and the borrowing under the Athena CLO II Class A-L Loans, the Athena CLO II Issuer issued approximately $187.3 million of subordinated securities in the form of 187,300 preferred shares at an issue price of U.S.$1,000 per share (the “Athena CLO II Preferred Shares”). The Athena CLO II Preferred Shares were issued by the Athena CLO II Issuer as part of its issued share capital and are not secured by the collateral securing the Athena CLO II Debt. The Company purchased all of the Athena CLO II Preferred Shares. The Company acts as retention holder in connection with
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
the Athena CLO II Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Athena CLO II Preferred Shares.
As part of the Athena CLO II Transaction, the Company entered into a loan sale agreement with the Athena CLO II Issuer dated as of the Athena CLO II Closing Date (the “Athena CLO II OTF II Loan Sale Agreement”), which provided for the contribution of approximately $83.9 million funded par amount of middle market loans from the Company to the Athena CLO II Issuer on the Athena CLO II Closing Date and for future sales from the Company to the Athena CLO II Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Athena CLO II Debt. The remainder of the initial portfolio assets securing the Athena CLO II Debt consisted of approximately $380.6 million funded par amount of middle market loans purchased by the Athena CLO II Issuer from Athena Funding I LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the Athena CLO II Closing Date between the Athena CLO II Issuer and Athena Funding I LLC (the “Athena CLO II Athena Funding I Loan Sale Agreement”). No gain or loss was recognized as a result of these sales and contributions. The Company and Athena Funding I each made customary representations, warranties, and covenants to the Athena CLO II Issuer under the applicable loan sale agreement.
Through January 20, 2028, a portion of the proceeds received by the Athena CLO II Issuer from the loans securing the Athena CLO II Secured Notes may be used by the Athena CLO II Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the Athena CLO II Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The Athena CLO II Debt is the secured obligation of the Athena CLO II Issuer, and the Athena CLO II Indenture and Athena CLO II Class A-L Credit Agreement each includes customary covenants and events of default. The Athena CLO II Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser will serve as collateral manager for the Athena CLO II Issuer under a collateral management agreement dated as of the Athena CLO II Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated November 30, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the Athena CLO II Issuer’s equity or notes owned by the Company.
UnsecuredNotes
2023A Notes
On September 27, 2023, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $75.0 million in aggregate principal amount of Series 2023A Notes, due September 27, 2028, with a fixed interest rate of 8.50% per year (the “Series 2023A Notes”), to qualified institutional investors in a private placement. The Series 2023A Notes are guaranteed by OR Tech Lending II LLC, ORTF II FSI LLC and ORTF II BC 2 LLC, subsidiaries of the Company.
Interest on the Series 2023A Notes will be due semiannually on March 27 and September 27 each year, beginning on March 27, 2024. The Series 2023A 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 premium. In addition, the Company is obligated to offer to prepay the Series 2023A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Series 2023A 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 BDC within the meaning of the 1940 Act, a minimum net worth of $1.01 billion, 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 Series 2023A Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the Series 2023A 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 Series 2023A Notes will bear interest at a fixed rate per annum which is 1.50% above the stated rate of the Series 2023A Notes from the date of the occurrence of the Secured Debt Ratio Event to and until the date on which the Below Investment Grade 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 Series 2023A Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the Series 2023A Notes from the date
46

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
of the occurrence of the later to occur of the Below Investment Grade Event and the Secured Debt Ratio Event to and until the date on which one of such 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.

Note 6. Fair Value of Financial Instruments
Investments
The tables below present the fair value hierarchy of financial instruments as of the following periods:
Fair Value Hierarchy as of March 31, 2024
($ in thousands)Level 1 Level 2 Level 3 Total
Cash$67,135 $— $— $67,135 
Investments:
First-lien senior secured debt investments(1)
$— $267,255 $2,970,003 $3,237,258 
Second-lien senior secured debt investments— — 186,467 186,467 
Unsecured debt investments— — 53,614 53,614 
Preferred equity investments(2)
— — 376,728 376,728 
Common equity investments(3)
— — 130,977 130,977 
Total Investments at fair value$— $267,255 $3,717,789 $3,985,044 
(1)Includes investment in Amergin AssetCo.
(2)Includes equity investments in LSI Financing.
(3)Includes equity investments in Amergin AssetCo and Fifth Season.
Fair Value Hierarchy as of December 31, 2023
($ in thousands)Level 1Level 2Level 3Total
Cash$64,899 $— $— $64,899 
Investments:
First-lien senior secured debt investments(1)
$— $169,676 $2,898,716 $3,068,392 
Second-lien senior secured debt investments— — 186,796 186,796 
Unsecured debt investments— 20,455 53,368 73,823 
Preferred equity investments(1)
— — 370,458 370,458 
Common equity investments(2)
— — 108,170 108,170 
Total Investments at fair value$— $190,131 $3,617,508 $3,807,639 
(1)Includes investment in Amergin AssetCo.
(2)Includes equity investments in LSI Financing.
(3)Includes equity investments in Amergin AssetCo and Fifth Season.
47

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
The following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the following periods:
As of and for the Three Months Ended March 31, 2024
($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of period$2,898,716 $186,796 $53,368 $370,458 $108,170 $3,617,508 
Purchases of investments, net213,479 — 57 21,187 234,724 
Payment-in-kind3,253 — 1,418 7,868 — 12,539 
Proceeds from investments, net(159,242)— — (373)(1,565)(161,180)
Net change in unrealized gain (loss)8,526 (491)(1,244)(1,369)3,185 8,607 
Net realized gains (losses)— — — — — — 
Net amortization/accretion of premium/discount on investments2,637 162 15 143 — 2,957 
Transfers into (out of) Level 3(1)
2,634 — — — — 2,634 
Fair value, end of period$2,970,003 $186,467 $53,614 $376,728 $130,977 $3,717,789 
(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the three months ended March 31, 2024, transfers between Level 2 and Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.
As of and for the Three Months Ended March 31, 2023
($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of period$1,758,458 $184,788 $45,124 $337,069 $71,541 $2,396,980 
Purchases of investments, net304,302 — — 19,656 2,508 326,466 
Payment-in-kind2,135 — 1,031 10,794 — 13,960 
Proceeds from investments, net(14,084)— — — — (14,084)
Net change in unrealized gain (loss)9,499 107 811 1,042 146 11,605 
Net realized gains (losses)(2)— — — — (2)
Net amortization/accretion of premium/discount on investments1,088 142 14 136 — 1,380 
Transfers into (out of) Level 3(1)
(103,010)— — — — (103,010)
Fair value, end of period$1,958,386 $185,037 $46,980 $368,697 $74,195 $2,633,295 
(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the three months ended March 31, 2023, transfers between Level 2 and Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.
The following tables present information with respect to net change in unrealized gains (losses) on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the following periods:
($ in thousands)Net change in unrealized gain (loss) for the Three Months Ended March 31, 2024 on Investments Held at March 31, 2024Net change in unrealized gain (loss) for the Three Months Ended March 31, 2023 on Investments Held at March 31, 2023
First-lien senior secured debt investments$12,012 $9,499 
Second-lien senior secured debt investments(491)107 
Unsecured debt investments(1,244)811 
Preferred equity investments(1,369)1,042 
Common equity investments3,185 146 
Total Investments$12,093 $11,605 
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
The tables below present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of the following periods. The weighted average range of unobservable inputs is based on fair value of investments. The table is not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.
March 31, 2024
($ in thousands)Fair ValueValuation TechniqueUnobservable InputRange (Weighted Average)Impact to Valuation from an Increase in Input
First-lien senior secured debt investments$166,053 Recent TransactionTransaction Price98.0% - 100.0% (98.9%)Increase
2,803,950 Yield AnalysisMarket Yield9.6% - 18.0% (12.1%)Decrease
Second-lien senior secured debt investments$186,467 Yield AnalysisMarket Yield11.9% - 17.7% (14.9%)Decrease
Unsecured debt investments$1,700 Recent TransactionTransaction Price100.0% - 100.0% (100.0%)Increase
51,914 Yield AnalysisMarket Yield10.0% - 10.0% (10.0%)Decrease
Preferred equity investments$134,231 Recent TransactionTransaction Price81.4% - 106.5% (103.7%)Increase
206,926 Yield AnalysisMarket Yield10.7% - 20.1% (14.0%)Decrease
35,571 Market ApproachRevenue Multiple8.3x - 23.5x (11.5x)Increase
Common equity investments$14,481 Recent TransactionTransaction Price100.0% - 100.0% (100.0%)Increase
18,681 Market ApproachEBITDA Multiple8.7x - 34.5x (12.1x)Increase
65,308 Market ApproachAUM Multiple1.0x - 1.0x (1.0x)Increase
145 Option Pricing ModelVolatility70.0% - 70.0% (70.0%)Increase
32,362 Market ApproachRevenue Multiple6.3x - 14.8x (11.1x)Increase

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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
December 31, 2023
($ in thousands)Fair ValueValuation TechniqueUnobservable InputRange (Weighted Average)Impact to Valuation from an Increase in Input
First-lien senior secured debt investments$423,672 Recent TransactionTransaction Price97.0% - 99.3% (98.6%)Increase
2,475,044 Yield AnalysisMarket Yield8.2% - 17.1% (12.0%)Decrease
Second-lien senior secured debt investments$186,796 Yield AnalysisMarket Yield11.4% - 17.7% (15.3%)Decrease
Unsecured debt investments$1,700 Recent TransactionTransaction Price100.0% - 100.0% (100.0%)Increase
51,668 Yield AnalysisMarket Yield10.6% - 10.6% (10.6%)Decrease
Preferred equity investments$109,877 Recent TransactionTransaction Price98.0% - 107.5% (106.9%)Increase
199,839 Yield AnalysisMarket Yield10.4% - 20.0% (15.2%)Decrease
60,742 Market ApproachRevenue Multiple8.5x - 21.5x (14.6x)Increase
Common equity investments$58,201 Recent TransactionTransaction Price100.0% - 100.0% (100.0%)Increase
17,724 Market ApproachEBITDA Multiple9.1x - 34.5x (12.5x)Increase
32,245 Market ApproachRevenue Multiple6.3x - 14.7x (11.2x)Increase
The Adviser, as valuation designee, typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Company’s investment within the portfolio company’s capital structure.
When the debtor is not performing or when there is insufficient value to cover the investment, the Company may utilize a net recovery approach to determine the fair value of debt investments in subject companies. A net recovery analysis typically consists of two steps. First, the total enterprise value for the subject company is estimated using standard valuation approaches, most commonly the market approach. Second, the fair value for each investment in the subject company is then estimated by allocating the subject company’s total enterprise value to the outstanding securities in the capital structure based upon various factors, including seniority, preferences, and other features if deemed relevant to each security in the capital structure.
Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. For the Company’s Level 3 equity investments, a market approach, based on comparable financial performance multiples such as publicly-traded company and comparable market transaction multiples of revenues, earnings before interest, taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions are typically used.
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Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Debt Not Carried at Fair Value
Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. The table below presents the carrying and fair values of the Company’s debt obligations as of the following periods:
March 31, 2024December 31, 2023
($ in thousands)
Net Carrying Value(1)
Fair Value
Net Carrying Value(2)
Fair Value
Subscription Credit Facility$558,017 $558,017 $797,454 $797,454 
Revolving Credit Facility215,804 215,804 279,080 279,080 
SPV Asset Facility I511,418 511,418 321,387 321,387 
SPV Asset Facility II267,782 267,782 267,647 267,647 
Athena CLO II285,645 285,645 285,596 285,596 
2023A Notes74,189 75,188 74,144 75,188 
Total Debt$1,912,855 $1,913,854 $2,025,308 $2,026,352 
(1)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, 2023A Notes, and Athena CLO II are presented net of unamortized debt issuance costs of $2.0 million, $9.3 million, $8.6 million, $2.2 million, $0.8 million, and $2.4 million respectively.
(2)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, 2023A Notes, and Athena CLO II are presented net of unamortized debt issuance costs of $2.5 million, $9.3 million, $8.6 million, $2.4 million, $0.9 million, and $2.4 million respectively.
The table below presents fair value measurements of the Company’s debt obligations as of the following periods:
($ in thousands)March 31, 2024December 31, 2023
Level 1$— $— 
Level 2— — 
Level 31,913,854 2,026,352 
Total Debt$1,913,854 $2,026,352 
Financial Instruments Not Carried at Fair Value
As of March 31, 2024 and December 31, 2023, the carrying amounts of the Company’s other assets and liabilities approximate fair value due to their short maturities. These financial instruments would be categorized as Level 3 within the hierarchy.
Note 7. Commitments and Contingencies
Portfolio Company Commitments
From time to time, the Company may enter into commitments to fund investments. The table below presents the outstanding commitments to fund investments in current portfolio companies as of the following periods:
Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
($ in thousands)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLCLLC Interest$2,175 $10,000 
AAM Series 2.1 Aviation Feeder, LLCLLC Interest2,202 9,652 
Activate Holdings (US) Corp. (dba Absolute Software)First lien senior secured revolving loan3,011 — 
AmeriLife Holdings LLCFirst lien senior secured delayed draw term loan1,515 1,515 
AmeriLife Holdings LLCFirst lien senior secured revolving loan1,894 2,273 
Anaplan, Inc.First lien senior secured revolving loan9,421 9,421 
Appfire Technologies, LLCFirst lien senior secured revolving loan816 770 
Appfire Technologies, LLCFirst lien senior secured delayed draw term loan5,642 8,183 
Armstrong Bidco Limited (dba The Access Group)First lien senior secured delayed draw term loan— 747 
Athenahealth Group Inc.First lien senior secured delayed draw term loan— 436 
Avalara, Inc.First lien senior secured revolving loan10,455 10,455 
Bamboo US BidCo LLCFirst lien senior secured delayed draw term loan3,077 — 
Bamboo US BidCo LLCFirst lien senior secured revolving loan4,103 — 
BTRS Holdings Inc. (dba Billtrust)First lien senior secured delayed draw term loan3,372 5,322 
BTRS Holdings Inc. (dba Billtrust)First lien senior secured revolving loan6,716 6,716 
Certinia, Inc.First lien senior secured revolving loan5,882 — 
Circana Group, L.P. (fka The NPD Group, L.P.)First lien senior secured revolving loan7,429 7,973 
Community Brands ParentCo, LLCFirst lien senior secured delayed draw term loan1,500 1,500 
Community Brands ParentCo, LLCFirst lien senior secured revolving loan750 750 
CoreTrust Purchasing Group LLCFirst lien senior secured delayed draw term loan3,789 3,789 
CoreTrust Purchasing Group LLCFirst lien senior secured revolving loan3,789 3,789 
Coupa Holdings, LLCFirst lien senior secured delayed draw term loan7,572 — 
Coupa Holdings, LLCFirst lien senior secured revolving loan5,798 — 
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)First lien senior secured revolving loan3,732 — 
EET Buyer, Inc. (dba e-Emphasys)First lien senior secured revolving loan642 — 
Entrata, Inc.First lien senior secured revolving loan5,128 — 
Finastra USA, Inc.First lien senior secured revolving loan6,736 — 
Fullsteam Operations, LLCFirst lien senior secured delayed draw term loan— 19,934 
Grayshift, LLCFirst lien senior secured revolving loan5,806 5,806 
Hyland Software, Inc.First lien senior secured revolving loan3,101 — 
Iconic IMO Merger Sub, Inc.First lien senior secured delayed draw term loan3,623 4,963 
Iconic IMO Merger Sub, Inc.First lien senior secured revolving loan2,085 2,010 
Integrated Specialty Coverages, LLCFirst lien senior secured delayed draw term loan1,293 — 
Integrated Specialty Coverages, LLCFirst lien senior secured revolving loan603 — 
Integrity Marketing Acquisition, LLCFirst lien senior secured delayed draw term loan11,402 — 
Integrity Marketing Acquisition, LLCFirst lien senior secured revolving loan2,636 — 
Interoperability Bidco, Inc. (dba Lyniate)First lien senior secured revolving loan1,580 652 
Juniper Square, Inc.First lien senior secured revolving loan2,250 2,250 
Kaseya Inc.First lien senior secured delayed draw term loan4,437 4,725 
Portfolio CompanyInvestmentMarch 31, 2024December 31, 2023
($ in thousands)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLCLLC Interest$889 $1,699 
AAM Series 2.1 Aviation Feeder, LLCLLC Interest— 246 
Activate Holdings (US) Corp. (dba Absolute Software)First lien senior secured revolving loan3,011 2,408 
AmeriLife Holdings LLCFirst lien senior secured delayed draw term loan— 762 
AmeriLife Holdings LLCFirst lien senior secured delayed draw term loan3,442 3,820 
AmeriLife Holdings LLCFirst lien senior secured revolving loan2,273 2,273 
Anaplan, Inc.First lien senior secured revolving loan9,421 9,421 
Appfire Technologies, LLCFirst lien senior secured revolving loan630 630 
Appfire Technologies, LLCFirst lien senior secured delayed draw term loan5,042 5,293 
Aptean Acquiror, Inc. (dba Aptean)First lien senior secured delayed draw term loan506 — 
Aptean Acquiror, Inc. (dba Aptean)First lien senior secured revolving loan273 — 
Aurelia Netherlands Midco 2 B.V.First lien senior secured EUR term loan21,479 21,969 
4551

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
Kaseya Inc.First lien senior secured revolving loan3,544 4,725 
ManTech International CorporationFirst lien senior secured delayed draw term loan10,304 16,000 
ManTech International CorporationFirst lien senior secured revolving loan8,600 8,600 
Natural Partners, LLCFirst lien senior secured revolving loan681 681 
Neptune Holdings, Inc. (dba NexTech)First lien senior secured revolving loan882 — 
OneOncology LLCFirst lien senior secured delayed draw term loan2,976 — 
OneOncology LLCFirst lien senior secured revolving loan1,587 — 
Oranje Holdco, Inc. (dba KnowBe4)First lien senior secured revolving loan13,352 — 
Pacific BidCo Inc.First lien senior secured delayed draw term loan954 954 
Ping Identity Holding Corp.First lien senior secured revolving loan9,091 9,091 
Rubrik, Inc.First lien senior secured delayed draw term loan5,876 1,857 
SailPoint Technologies Holdings, Inc.First lien senior secured revolving loan13,075 13,075 
Securonix, Inc.First lien senior secured revolving loan3,559 3,559 
Sensor Technology Topco, Inc. (dba Humanetics)First lien senior secured revolving loan3,306 — 
SimpliSafe Holding CorporationFirst lien senior secured delayed draw term loan1,886 2,572 
Smarsh Inc.First lien senior secured delayed draw term loan3,238 3,238 
Smarsh Inc.First lien senior secured revolving loan259 1,619 
Talon MidCo 2 Limited (dba Tufin)First lien senior secured revolving loan1,369 1,369 
Talon MidCo 2 Limited (dba Tufin)First lien senior secured delayed draw term loan331 118 
TC Holdings, LLC (dba TrialCard)First lien senior secured revolving loan1,071 1,071 
Zendesk, Inc.First lien senior secured delayed draw term loan22,915 22,915 
Zendesk, Inc.First lien senior secured revolving loan9,435 9,435 
Total Unfunded Portfolio Company Commitments$264,253 $224,510 
Portfolio CompanyInvestmentMarch 31, 2024December 31, 2023
Aurelia Netherlands Midco 2 B.V.First lien senior secured NOK term loan21,521 22,990 
Aurelia Netherlands Midco 2 B.V.First lien senior secured EUR revolving loan2,387 2,441 
Avalara, Inc.First lien senior secured revolving loan10,455 10,455 
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)First lien senior secured delayed draw term loan35,625 — 
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)First lien senior secured revolving loan5,700 — 
Bamboo US BidCo LLCFirst lien senior secured delayed draw term loan2,749 2,866 
Bamboo US BidCo LLCFirst lien senior secured revolving loan4,103 4,103 
BTRS Holdings Inc. (dba Billtrust)First lien senior secured delayed draw term loan2,052 2,715 
BTRS Holdings Inc. (dba Billtrust)First lien senior secured revolving loan3,359 5,037 
Certinia, Inc.First lien senior secured revolving loan5,882 5,882 
Circana Group, L.P. (fka The NPD Group, L.P.)First lien senior secured revolving loan3,986 7,429 
Community Brands ParentCo, LLCFirst lien senior secured delayed draw term loan— 1,500 
Community Brands ParentCo, LLCFirst lien senior secured revolving loan750 750 
Computer Services, Inc. (dba CSI)First lien senior secured delayed draw term loan9,196 — 
CoreTrust Purchasing Group LLCFirst lien senior secured delayed draw term loan3,789 3,789 
CoreTrust Purchasing Group LLCFirst lien senior secured revolving loan3,789 3,789 
Coupa Holdings, LLCFirst lien senior secured delayed draw term loan7,572 7,572 
Coupa Holdings, LLCFirst lien senior secured revolving loan5,798 5,798 
Crewline Buyer, Inc. (dba New Relic)First lien senior secured revolving loan11,959 11,959 
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)First lien senior secured revolving loan3,732 3,732 
EET Buyer, Inc. (dba e-Emphasys)First lien senior secured revolving loan642 642 
Entrata, Inc.First lien senior secured revolving loan5,128 5,128 
Finastra USA, Inc.First lien senior secured revolving loan6,962 6,284 
Fullsteam Operations, LLCFirst lien senior secured delayed draw term loan1,241 2,324 
Fullsteam Operations, LLCFirst lien senior secured delayed draw term loan1,074 1,481 
Fullsteam Operations, LLCFirst lien senior secured delayed draw term loan5,926 — 
Fullsteam Operations, LLCFirst lien senior secured delayed draw term loan1,481 — 
Fullsteam Operations, LLCFirst lien senior secured revolving loan593 593 
Galway Borrower LLCFirst lien senior secured delayed draw term loan1,554 — 
Galway Borrower LLCFirst lien senior secured revolving loan164 — 
Gerson Lehrman Group, Inc.First lien senior secured revolving loan956 — 
Granicus, Inc.First lien senior secured delayed draw term loan289 — 
Granicus, Inc.First lien senior secured revolving loan274 — 
Grayshift, LLCFirst lien senior secured revolving loan5,806 5,806 
Hyland Software, Inc.First lien senior secured revolving loan3,101 3,101 
Icefall Parent, Inc. (dba EngageSmart)First lien senior secured revolving loan1,739 — 
Iconic IMO Merger Sub, Inc.First lien senior secured delayed draw term loan2,894 3,127 
Iconic IMO Merger Sub, Inc.First lien senior secured revolving loan2,085 2,382 
Indikami Bidco, LLC (dba IntegriChain)First lien senior secured delayed draw term loan9,866 9,866 
Indikami Bidco, LLC (dba IntegriChain)First lien senior secured revolving loan5,637 7,047 
Integrated Specialty Coverages, LLCFirst lien senior secured delayed draw term loan1,293 1,293 
Integrated Specialty Coverages, LLCFirst lien senior secured revolving loan603 603 
Integrity Marketing Acquisition, LLCFirst lien senior secured delayed draw term loan10,604 10,604 
Integrity Marketing Acquisition, LLCFirst lien senior secured revolving loan2,636 2,636 
Interoperability Bidco, Inc. (dba Lyniate)First lien senior secured revolving loan1,399 1,309 
Juniper Square, Inc.First lien senior secured revolving loan2,250 2,250 
Kaseya Inc.First lien senior secured delayed draw term loan4,437 4,437 
Kaseya Inc.First lien senior secured revolving loan3,544 3,544 
52

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Portfolio CompanyInvestmentMarch 31, 2024December 31, 2023
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)First lien senior secured revolving loan2,937 2,056 
LSI Financing 1 DACPreferred Equity25,197 — 
ManTech International CorporationFirst lien senior secured delayed draw term loan10,304 10,304 
ManTech International CorporationFirst lien senior secured revolving loan8,600 8,600 
Monotype Imaging Holdings Inc.First lien senior secured delayed draw term loan5,742 — 
Monotype Imaging Holdings Inc.First lien senior secured revolving loan8,613 — 
Natural Partners, LLCFirst lien senior secured revolving loan681 681 
Neptune Holdings, Inc. (dba NexTech)First lien senior secured revolving loan882 882 
OneOncology LLCFirst lien senior secured delayed draw term loan1,944 2,976 
OneOncology LLCFirst lien senior secured revolving loan1,587 1,587 
Oranje Holdco, Inc. (dba KnowBe4)First lien senior secured revolving loan13,352 13,352 
Pacific BidCo Inc.First lien senior secured delayed draw term loan954 954 
PDI TA Holdings, Inc.First lien senior secured delayed draw term loan4,469 — 
PDI TA Holdings, Inc.First lien senior secured revolving loan1,345 — 
PetVet Care Centers, LLCFirst lien senior secured delayed draw term loan5,120 5,120 
PetVet Care Centers, LLCFirst lien senior secured revolving loan5,373 5,373 
Ping Identity Holding Corp.First lien senior secured revolving loan9,091 9,091 
Rubrik, Inc.First lien senior secured delayed draw term loan4,309 5,876 
SailPoint Technologies Holdings, Inc.First lien senior secured revolving loan13,075 13,075 
Securonix, Inc.First lien senior secured revolving loan3,559 3,559 
Sensor Technology Topco, Inc. (dba Humanetics)First lien senior secured revolving loan2,324 2,445 
SimpliSafe Holding CorporationFirst lien senior secured delayed draw term loan1,886 1,886 
Smarsh Inc.First lien senior secured delayed draw term loan3,238 3,238 
Smarsh Inc.First lien senior secured revolving loan155 259 
Talon MidCo 2 Limited (dba Tufin)First lien senior secured revolving loan1,369 1,369 
Talon MidCo 2 Limited (dba Tufin)First lien senior secured delayed draw term loan216 145 
TC Holdings, LLC (dba TrialCard)First lien senior secured revolving loan1,071 1,071 
XRL 1 LLC (dba XOMA)First lien senior secured delayed draw term loan1,000 1,000 
Zendesk, Inc.First lien senior secured delayed draw term loan22,915 22,915 
Zendesk, Inc.First lien senior secured revolving loan9,435 9,435 
Total Unfunded Portfolio Company Commitments$446,291 $353,034 
The Company maintains sufficient borrowing capacity along with undrawn Capital Commitments to cover outstanding unfunded portfolio company commitments that the Company may be required to fund.
Investor Commitments
As of September 30,March 31, 2024, the Company had approximately $4.1 billion in total Capital Commitments from investors (approximately $2.2 billion undrawn), of which $54.1 million is from entities affiliated with or related to the Adviser (approximately $10.6 million undrawn). As of December 31, 2023, the Company had approximately $4.1 billion in total Capital Commitments from investors (approximately $2.4 billion undrawn), of which $54.0 million is from entities affiliated with or related to the Adviser (approximately $13.8 million undrawn). As of December 31, 2022, the Company had approximately $3.5 billion in total Capital Commitments from investors (approximately $2.3 billion undrawn), of which $50.5 million is from entities affiliated with or related to the Adviser (approximately $16.9 million undrawn). These undrawn Capital Commitments will no longer remain in effect following the completion of an initial public offering of the Company’s common stock.
Other Commitments and Contingencies
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At September 30, 2023,As of March 31, 2024, management was not aware of any pending or threatened litigation.
Note 8. Net Assets
Subscriptions and Drawdowns
In connection with its formation, the Company has the authority to issue 500,000,000 common shares at $0.01 per share par value.
On November 30, 2021, the Company issued 100 common shares for $1,500 to Blue Owl Technology Credit Advisors II LLC.
53

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Subsequent to November 30, 2021, the Company has entered into Subscription Agreements with investors providing for the private placement of the Company’s common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Company’s common shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors.
46

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
The Company delivered the capital call notices to investors during the following periods:period:
For the Nine Months Ended September 30, 2023
Capital Drawdown Notice DateCommon Share Issuance DateNumber of Common
Shares Issued
Aggregate Offering Price
($ in thousands)
April 25, 2023May 8, 202320,039,586 $299,992 
September 13, 2023September 26, 202313,123,360 200,000 
Total33,162,946 $499,992 
For the Three Months Ended March 31, 2024
Capital Drawdown Notice DateCommon Share Issuance DateNumber of Common
Shares Issued
Aggregate Offering Price
($ in thousands)
February 29, 2024March 13, 202416,123,863 $249,991 
For the Nine Months Ended September 30, 2022
Capital Drawdown Notice DateCommon Share Issuance DateNumber of Common
Shares Issued
Aggregate Offering Price
($ in thousands)
January 28, 2022February 11, 20228,710,668 $125,000 
March 16, 2022March 29, 202210,408,213 150,000 
June 14, 2022June 28, 202221,201,413 300,000 
September 12, 2022September 23, 202227,642,541 399,987 
Total67,962,835 $974,987 
The Company did not deliver capital call notices to investors for the three months ended March 31, 2023.
Distributions
The table below reflects the distributions declared on shares of our common stock during the following periods:
For the NineThree Months Ended September 30,March 31, 2024
Date DeclaredRecord DatePayment DateDistribution per Share
February 21, 2024March 31, 2024May 15, 2024$0.33 
For the Three Months Ended March 31, 2023
Date DeclaredRecord DatePayment DateDistribution per Share
February 21, 2023March 31, 2023May 15, 2023$0.27 
May 9, 2023June 30, 2023August 15, 2023$0.24 
August 8, 2023September 29, 2023November 15, 2023$0.29 
For the Nine Months Ended September 30, 2022
Date DeclaredRecord DatePayment DateDistribution per Share
August 2, 2022September 30, 2022November 15, 2022$0.05 
Dividend Reinvestment
With respect to distributions, the Company has adopted an “opt out” dividend reinvestment plan for common shareholders. As a result, in the event of a declared distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of the Company’s common stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
The table below reflects the common stock issued pursuant to the dividend reinvestment plan during the following period:
For the NineThree Months Ended September 30,March 31, 2024
Date DeclaredRecord DatePayment DateShares
November 7, 2023December 29, 2023January 31, 2024282,231 
For the Three Months Ended March 31, 2023
Date DeclaredRecord DatePayment DateShares
November 1, 2022December 30, 2022January 31, 2023121,031 
February 21, 2023March 31, 2023May 15, 2023199,060 
May 9, 2023June 30, 2023August 15, 2023216,221 
We did not issue common stock pursuant to the dividend reinvestment plan for the nine months ended September 30, 2022.
47

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 9. Earnings Per Share
The table below sets forth the computation of basic and diluted earnings (loss) per common share for the following periods:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
($ in thousands, except per share amounts)202320222023
2022(1)
Increase (decrease) in net assets resulting from operations$52,484 $10,838 $129,240 $1,653 
Weighted average shares of common stock outstanding—basic and diluted105,839,749 45,724,093 95,860,190 25,681,701 
Earnings (loss) per common share-basic and diluted$0.50 $0.24 $1.35 $0.06 
(1)The Company was initially capitalized on November 30, 2021 and commenced operations on December 1, 2021 with the initial closing of its Private Offering.
For the Three Months Ended March 31,
($ in thousands, except per share amounts)20242023
Increase (decrease) in net assets resulting from operations$69,878 $48,990 
Weighted average shares of common stock outstanding—basic and diluted122,155,712 84,737,073 
Earnings (loss) per common share-basic and diluted$0.57 $0.58 
Note 10. Income Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code, and intends to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, the Company must, among other things, distribute to its shareholders in each taxable year generally the sum of at least 90% of the Company’s investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain tax treatment as a RIC, the
54

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Company, among other things, intends to make the requisite distributions to its shareholders, which generally relieves the Company from corporate-level U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, the Company can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, the Company will accrue excise tax on estimated excess taxable income.
income.
For the three and nine months ended September 30,March 31, 2024 and 2023, the Company recorded U.S. federal excise tax expense of $123$367 thousand and $367$154 thousand, respectively. For both the three and nine months ended September 30, 2022, the Company recorded U.S. federal excise tax expense of $13 thousand.
Taxable Subsidiaries
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three and nine months ended September 30, 2023, the CompanyMarch 31, 2024 we recorded a netU.S federal and state income tax benefitexpense/(benefit) of approximately $1$(1) thousand and $3 thousand, respectively.for taxable subsidiaries. For the three and nine months ended September 30, 2022,March 31, 2023, the Company did not record a netU.S federal and state income tax benefit (provision)expense/(benefit).
The Company recorded a net deferred tax asset of $2$7 thousand as of September 30, 2023,March 31, 2024, for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries'subsidiaries’ investment in certain partnership interests. The Company did not recordrecorded a net deferred tax asset (liability)of $4 thousand for taxtaxable subsidiaries as of December 31, 2022.2023.
48

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 11. Financial Highlights
The table below presents the financial highlights for a common share outstanding during the following periods:
For the Nine Months Ended September 30,
For the Three Months Ended March 31,
For the Three Months Ended March 31,
For the Three Months Ended March 31,
($ in thousands, except share and per share amounts)($ in thousands, except share and per share amounts)2023
2022(1)
Per share data:Per share data:
Per share data:
Per share data:
Net asset value, beginning of periodNet asset value, beginning of period$14.47 $14.67 
Net investment income (loss)(2)
1.22 0.47 
Net realized and unrealized gain (loss)(2)
0.13 (0.40)
Net asset value, beginning of period
Net asset value, beginning of period
Net investment income (loss)(1)
Net investment income (loss)(1)
Net investment income (loss)(1)
Net realized and unrealized gain (loss)(1)
Net realized and unrealized gain (loss)(1)
Net realized and unrealized gain (loss)(1)
Total from operationsTotal from operations1.35 0.07 
Issuance of common stock(3)
0.01 (0.36)
Total from operations
Total from operations
Issuance of common stock(2)
Issuance of common stock(2)
Issuance of common stock(2)
Distributions declared from net investment income
Distributions declared from net investment income
Distributions declared from net investment incomeDistributions declared from net investment income(0.80)(0.05)
Total increase (decrease) in net assetsTotal increase (decrease) in net assets0.56 (0.34)
Total increase (decrease) in net assets
Total increase (decrease) in net assets
Net asset value, end of period
Net asset value, end of period
Net asset value, end of periodNet asset value, end of period$15.03 $14.33 
Shares outstanding, end of periodShares outstanding, end of period118,355,643 70,962,935 
Total Return(4)
9.4 %(2.0)%
Shares outstanding, end of period
Shares outstanding, end of period
Total Return(3)
Total Return(3)
Total Return(3)
Ratios / Supplemental Data
Ratios / Supplemental Data
Ratios / Supplemental DataRatios / Supplemental Data
Ratio of total expenses to average net assetsRatio of total expenses to average net assets13.5 %8.0 %
Ratio of total expenses to average net assets
Ratio of total expenses to average net assets
Ratio of net investment income to average net assets
Ratio of net investment income to average net assets
Ratio of net investment income to average net assetsRatio of net investment income to average net assets10.8 %3.2 %
Net assets, end of periodNet assets, end of period$1,778,624 $1,017,024 
Net assets, end of period
Net assets, end of period
Weighted-average shares outstanding
Weighted-average shares outstanding
Weighted-average shares outstandingWeighted-average shares outstanding95,860,190 25,681,701 
Total capital commitments, end of periodTotal capital commitments, end of period$4,120,907 $3,243,464 
Total capital commitments, end of period
Total capital commitments, end of period
Ratio of total contributed capital to total committed capital, end of period
Ratio of total contributed capital to total committed capital, end of period
Ratio of total contributed capital to total committed capital, end of periodRatio of total contributed capital to total committed capital, end of period41.7 %31.5 %
Portfolio turnover ratePortfolio turnover rate2.6 %8.5 %
Year of formation20212021
Portfolio turnover rate
Portfolio turnover rate
(1)The Company was initially capitalized on November 30, 2021 and commenced investing activities in January 2022.
(2)The per share data was derived using the weighted average shares outstanding during the period.
(3)(2)The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the issuance of common stock because of the timing of sales of the Company’s shares.
(4)(3)Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning NAV per share. Total return is not annualized.
55

Blue Owl Technology Finance Corp. II
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 12. Subsequent Events
The Company’s management evaluated subsequent events through the date of issuance of these consolidated financial statements. There have been no subsequent events to disclose except for the following:
Revolving Credit Facility Amendment
On October 13, 2023, the Company entered into the First Amendment to the Revolving Credit Facility (the “First Amendment”), which amends the Revolving Credit Facility. The parties to the First Amendment include the Company, as Borrower, the subsidiary guarantors party thereto solely with respect to Section 6.8 therein, the lenders party thereto and Truist Bank as Administrative Agent. The First Amendment, among other things, (i) extends the revolver availability period from June 2026 to October 2027, (ii) extends the scheduled maturity date from June 2027 to October 2028, (iii) converts a portion of the revolver availability into term loan availability, (iv) increases the total facility amount from $625 million to $825 million and (iv) reduces the credit adjustment spread for Term Benchmark Loans from 0.10% for one-month tenor Loans, 0.15% for three-month tenor Loans and 0.25% for six-month tenor Loans to 0.10% for all Loan tenors.
Dividend
On NovemberMay 7, 2023,2024, the Board declared a distribution of 90% of estimated fourthsecond quarter investment company taxable income, if any, for shareholders of record on December 29, 2023,June 28, 2024, payable on or before January 31,August 15, 2024.
Unsecured Notes
On April 4, 2024, the Company issued $700.0 million aggregate principal amount of 6.750% notes due 2029 (the "April 2029 Notes") in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The April 2029 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Concurrent with the issuance of the April 2029 Notes, the Company entered into a Registration Rights (the “April 2029 Registration Rights Agreement”) Agreement for the benefit of the purchasers of the April 2029 Notes.
In connection with the issuance of the April 2029 Notes, on April 4, 2024 the Company entered into a bilateral interest rate swap. The notional amount of the interest rate swap is $700.0 million. The Company will receive fixed rate interest at 6.75% and pay variable rate interest based on SOFR plus 2.5645%. The interest rate swap matures on March 4, 2029.
Revolving Credit Facility
On April 24, 2024, the Company increased the amount of revolving commitments by $100.0 million through the joining of a new lender. The aggregate term loans and revolving commitments of the Revolving Credit Facility increased from $925.0 million to $1.03 billion.
Amended and Restated Dividend Reinvestment Plan
On May 6, 2024, the Board adopted an amended and restated dividend reinvestment plan.
49
56


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with “ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA”. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Blue Owl Technology Finance Corp. II and involves numerous risks and uncertainties, including, but not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 in “ITEM 1A. RISK FACTORS”. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 1 of this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.
Overview
Blue Owl Technology Finance Corp. II (f/k/a Owl Rock Technology Finance Corp. II) (the “Company”, “we”, “us” or “our”) is a Maryland corporation formed on October 5, 2021. We were formed primarily to originate and make debt and equity investments in technology-related companies based primarily in the United States. We originate and invest in senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. Our investment objective is to maximize total return by generating current income from our debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments.
We are managed by Blue Owl Technology Credit Advisors II LLC (f/k/a Owl Rock Technology Advisors II LLC) (“the Adviser” or “our Adviser”). The Adviser is registered with the SECU.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser is an indirect affiliate of Blue Owl Capital Inc. ("(“Blue Owl"Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform, which focuses on direct lending. Subject to the overall supervision of our board of directors (the “Board”), the Adviser manages our day-to-day operations, and provides investment advisory and management services to us. The Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees. The Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring our portfolio companies on an ongoing basis through a team of investment professionals.
We conduct private offerings (each, a “Private Offering”) of our common shares to accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. At the closing of each Private Offering, each investor makes a capital commitment (a “Capital Commitment”) to purchase shares of our common stock pursuant to a subscription agreement entered into with us. Until the earlier of the listing of our common stock on a national securities exchange (an "Exchange Listing"“Exchange Listing”) and the end of the Commitment Period (as defined below), investors were required to fund drawdowns to purchase shares of our common stock up to the amount of their respective Capital Commitment on an as-needed basis each time we delivered a drawdown notice to our investors. The initial closing of the Private Offering occurred on December 1, 2021 (the “Initial Closing”). As of September 30, 2023,March 31, 2024, we had $4.1 billion in total Capital Commitments from investors, of which $54.0$54.1 million is from entities affiliated with or related to our Adviser. The “Commitment Period” will continue until the earlier of the (i) five year anniversary of the Final Closing and (ii) the seven year anniversary of the Initial Closing. If we have not consummated an Exchange Listing by the end of the Commitment Period, subject to extension for two additional one-year periods, in the sole discretion of the Board, the Board (subject to any necessary shareholder approvals and applicable requirements of the Investment Company Act of 1940, as amended (the “1940 Act”)) will use its commercially reasonable efforts to wind down and/or liquidate and dissolve the Company in an orderly manner.
Placement activities are conducted by our officers and the Adviser. In addition, we may enter into agreements with placement agents or broker-dealers to solicit Capital Commitments including a dealer manager agreement with Blue Owl Securities LLC (“Blue Owl Securities”) pursuant to which Blue Owl Securities and certain participating broker-dealers solicited Capital Commitments and a placement agent agreement (the "Placement“Placement Agent Agreement"Agreement”) with Blue Owl pursuant to which employees of Blue Owl Securities conducted placement activities. Blue Owl Securities, an affiliate of Blue Owl, is registered as a broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority. In addition, the Company, the Adviser and third party placement agents may enter into placement agreements from time to time, pursuant to which such placement agents solicited Capital Commitments. Fees paid pursuant to these agreements were paid by our Adviser.
Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers and (3) Real Estate, which focuses on triple net lease real estate strategies. Blue Owl’s Credit platform is comprised of the Adviser, Blue Owl Credit Advisors LLC (“OCA”), Blue Owl Technology Credit Advisors LLC ("OTCA"(“OTCA”), Blue Owl Credit Private Fund Advisors LLC (“OPFA”), and Blue Owl Diversified Credit Advisors LLC (“ODCA” and together with the Adviser, OCA, OTCA, OPFA, and ODCA, the “Blue Owl Credit Advisers”), which also are investment advisers. As of September 30, 2023,March 31, 2024, the Adviser and its affiliates had $79.5$91.3 billion of assets under management across Blue Owl Credit’s platform.
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The management of our investment portfolio is the responsibility of the Adviser and the Technology Lending Investment Committee. We consider these individuals to be our portfolio managers. The Investment Team is also led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer and is supported by certain members of the Adviser'sAdviser’s senior executive team and Blue Owl’s
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Credit platform’s investment committees. Blue Owl’s Credit platform has four investment committees each of which focuses on a specific investment strategy (Diversified Lending, Technology Lending, First Lien Lending and Opportunistic Lending). Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alexis Maged sit on each of Blue Owl’s Credit platform’s investment committees. In addition to Messrs. Ostrover, Lipschultz, Packer and Maged, the Technology Lending Investment Committee.Committee is comprised of Erik Bissonnette, Pravin Vazirani and Jon ten Oever. The Investment Team, under the Technology Lending Investment Committee'sCommittee’s supervision, sources investment opportunities, conducts research, performs due diligence on potential investments, structures our investments and will monitor our portfolio companies on an ongoing basis. The Technology Lending Investment Committee is comprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, Alexis Maged, Erik Bissonnette, Pravin Vazirani and Jon ten Oever.
The Technology Lending Investment Committee meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by the Adviser on our behalf. In addition, the Technology Lending Investment Committee reviews and determines whether to make prospective investments (including approving parameters or guidelines pursuant to which investments in broadly syndicated loans may be bought and sold), structures financings and monitors the performance of the investment portfolio. Each investment opportunity requires the approval of a majority of the Technology Lending Investment Committee. Follow-on investments in existing portfolio companies may require the Technology Lending Investment Committee'sCommittee’s approval beyond that obtained when the initial investment in the portfolio company was made. In addition, temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less, may require approval by the Technology Lending Investment Committee. The compensation packages of certain Technology Lending Investment Committee members from the Adviser include various combinations of discretionary bonuses and variable incentive compensation based primarily on performance for services provided and may include shares of Blue Owl.
We may be prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. We rely on an order for exemptive relief (as amended, the “Order”), that has been granted by the SEC to OCA and certain of its affiliates, to permit us to co-invest with other funds managed by the Adviser or certain affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching by us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing, and (4) the proposed investment by us would not benefit our Advisers or its affiliates or any affiliatesaffiliated person of any of them (other than the parties to the transaction, except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.
In addition, the Order permits us to participate in follow-on investmentscontinue to co-invest in our existing portfolio companies with certain affiliates that are private funds even if such private funds did not have an investment in such existing portfolio company.
The Blue Owl Credit Advisers’ investment allocation policy seeks to ensure equitable allocation of investment opportunities over time between us and/orand other funds managed by our Adviser or its affiliates. As a result of the exemptive relief,Order, there could be significant overlap in our investment portfolio and the investment portfolio of the business development companies (“BDCs”), private funds and separately managed accounts managed by the Blue Owl Credit Advisers ("collectively,(collectively, the "Blue“Blue Owl Credit Clients"Clients”) and/or other funds managed by the Adviser or its affiliates that could avail themselves of the exemptive reliefOrder and that have an investment objective similar to ours.
On December 10, 2021, we formed a wholly-owned subsidiary, OR Tech Lending II LLC, a Delaware limited liability company, which is intended to holdholds a California finance lenders license. OR Tech Lending II LLC is intended to originateoriginates loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.
We have elected to be regulated as a BDC under the 1940 Act and have elected to be treated as a regulated investment company (“RIC”) for tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). As a result, we are required to comply with various statutory and regulatory requirements, such as:
the requirement to invest at least 70% of our assets in “qualifying assets”, as such term is defined in the 1940 Act;
source of income limitations;
asset diversification requirements; and
the requirement to distribute (or be treated as distributing) in each taxable year the sum of at least 90% of our investment company taxable income and tax-exempt interest for that taxable year.
In addition, we will not invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is in an emerging market
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and we have adopted a policy to invest, under normal circumstances at least 80% of the value of our total assets in “technology-related” businesses (as defined below).
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Our Investment Framework
We are a Maryland corporation organized primarily to originate and make debt and equity investments in technology-related companies based primarily in the United States. We originate and invest in senior secured or unsecured loans, subordinated loans or mezzanine loans, broadly syndicated loans, and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. Our investment objective is to maximize total return by generating current income from debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments, including publicly traded debt instruments.investments. We may hold our investments directly or through special purpose vehicles. We generally intend to invest in companies with a low loan-to-value ratio, which we consider to be 50% or below. Since our Adviser’s affiliates began investment activities in April 2016 through September 30, 2023, our Adviser or its affiliatesMarch 31, 2024, the Blue Owl Credit Advisers have originated $82.5$99.6 billion aggregate principal amount of investments across multiple industries, of which $78.8$95.8 billion of aggregate principal amount of investments prior to any subsequent exits or repayments, was retained by either us or a corporation or fund advised by our Adviser or its affiliates.
We invest in a broad range of established and high growth technologytechnology-related companies that are capitalizing on the large and growing demand for technology products and services. These companies use technology extensively to improve business processes, applications and opportunities or seek to grow through technological developments and innovations. These companies operate in technology-related industries or sectors which include, but are not limited to, application software, systems software, healthcare information technology, technology services and infrastructure, financial technology and internet and digital media. Within each industry or sector, we intend to invest in companies that are developing or offering goods and services to businesses and consumers which utilize scientific knowledge, including techniques, skills, methods, devices and processes, to solve problems. We refer to all of these companies as “technology-related” companies and intend, under normal circumstances, to invest at least 80% of the value of our total assets in such businesses and to target portfolio companies that comprise 1-2% of our portfolio. Generally, no individual portfolio company is expected to comprise greater than 5% of our portfolio; however, from time to time certain of our investments may comprise greater than 5% of our portfolio.
We expect that generally our portfolio composition will be majority debt or income producing securities, which may include “covenant-lite” loans (as defined below), with a lesser allocation to equity or equity-linked opportunities, including publicly traded debt instruments. In addition, we may invest a portion of our portfolio in opportunistic investments and broadly syndicated loans, which will not be our primary focus, but will be intended to enhance returns to our shareholders and from time to time, we may evaluate and enter into strategic portfolio transactions which may result in additional portfolio companies which we are considered to control. These investments may include high-yield bonds and broadly syndicated loans, including publicly traded debt instruments, which are typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs and enterprise values larger than those of middle-market companies, and equity investments in portfolio companies that make senior secured loans or invest in broadly syndicated loans or structured products, such as life settlements and royalty interests. In addition, we generally do not intend to invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is in an emerging market. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates.
Covenants are contractual restrictions that lenders place on companies to limit the corporate actions a company may pursue. Generally, the loans in which we expect to invest will have financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company’s financial performance. However, to a lesser extent, we may invest in “covenant-lite” loans. We use the term “covenant-lite” to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. We classify our debt investments as “traditional financing” or “growth capital” based on a number of factors.
Traditional financings are typically senior secured loans primarily in the form of first lien loans (including "unitranche"”unitranche” loans, which are loans that combine both senior and subordinated debt, generally in a first lien position) and second lien loans. In connection with our senior secured loans, we generally receive a security interest in certain of the assets of the borrower and consequently such assets serve as collateral in support of the repayment of such senior secured loans.
Growth capital investments are typically unsecured obligations of the borrower, and might be structured as unsecured indebtedness, convertible bonds, convertible equity, preferred equity, and common equity. We seek to limit the downside potential of our investments by negotiating covenants in connection with our investments consistent with preservation of our capital. Such restrictions may include affirmative covenants (including reporting requirements), negative covenants (including financial covenants), lien protection, change of control provisions and board rights, including either observation rights or rights to a seat on the board under
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some circumstances. OurExcept for our specialty financing portfolio investments, our equity investments are typically not control-oriented investments and we may structure such equity investments to include provisions protecting our rights as a minority-interest holder.
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We target portfolio companies where we can structure larger transactions. As of September 30, 2023,March 31, 2024, our average investment size in each of our portfolio companies was approximately $41.3$40.7 million based on fair value. As of September 30, 2023,March 31, 2024, investments we classify as traditional financing, excluding certain investments that fall outside our typical borrower profile, represented 82.4%86.1% of our total portfolio based on fair value and these portfolio companies had weighted average annual revenue of $948$939 million, weighted average annual EBITDA of $226$225 million and a weighted average enterprise value of $5.2$5.0 billion. As of September 30, 2023,March 31, 2024, investments we classify as growth capital represented 13.7%12.4% of our total portfolio based on fair value and these portfolio companies had a weighted average enterprise value of $12.3$13.7 billion.
The companies in which we intend to make investments in willinvest use our capital primarily to support their growth, acquisitions, market or product expansion, refinancings and/or recapitalizations. The debt in which we intend to make investmentsinvest in typically willis not be rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as “high yield” or “junk”.
Key Components of Our Results of Operations
Investments
We focus primarily on originating and making debt and equity investments in technology-related companies based primarily in the United States.
Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.
In addition, as part of our risk strategy on investments, we may reduce the levels of certain investments through partial sales or syndication to additional lenders.
Revenues
We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. Our debt investments typically have a term of three to ten years.
Our investment portfolio may consistconsists primarily of floating rate loans. Macro trends in base interest rates like SOFR, and any other alternative reference rates may affect our net investment income over the long term. However, because we generally intend to originate loans to a small number of portfolio companies each quarter, and those investments may vary in size, our results in any given period, including the interest rate on investments that may be sold or repaid in a period compared to the interest rate of new investments made during that period, may be idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macro trends. Generally, because our portfolio consists primarily of floating rate loans, we expect our earnings to benefit from a prolonged higher rate environment.
Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts under U.S. generally accepted accounting principles (“U.S. GAAP”) as interest income using the effective yield method for term instruments and the straight-line method for revolving or delayed draw instruments. Repayments of our debt investments can reduce interest income from period to period. The frequency or volume of these repayments may fluctuate significantly. We record prepayment premiums on loans as interest income. We may also generate revenue in the form of commitment, loan origination, structuring, or due diligence fees, fees for providing managerial assistance to our portfolio companies and possibly consulting fees. Certain of these fees may be capitalized and amortized as additional interest income over the life of the related loan.
Dividend income on equity investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded companies.
Our portfolio activity will also reflect the proceeds from sales of investments. We will recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized gains (losses) on investments in the Consolidated Statements of Operations.
Expenses
Our primary operating expenses include the payment of the management fee, the incentive fee, expenses reimbursable under the Administration Agreement and Investment Advisory Agreement, legal and professional fees, interest and other debt expenses, offering
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and organization expenses, and other operating expenses. The management fee and incentive fee compensate our Adviser for work in identifying, evaluating, negotiating, closing, monitoring and realizing our investments.
Except as specifically provided below, we anticipate that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory and management services to us, and the base compensation, bonus and benefits, and
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the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. In addition, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Companyus or itsour affiliates in connection with the offering of securities by the Company.us. We will bear our allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of our officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to us (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to us. We shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs and in acting on our behalf). We also will bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including Management Fees and Incentive Fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) our allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Investment Advisory Agreement and (iii) all other costs and expenses of our operations and transactions including, without limitation, those relating to:
the cost of our organization and any offerings;
the cost of calculating our net asset value, including the cost of any third-party valuation services;
the cost of effecting any sales and repurchases of the common stock and other securities;
fees and expenses payable under any dealer manager agreements, if any;
debt service and other costs of borrowings or other financing arrangements;
costs of hedging;
expenses, including travel expense, incurred by the Adviser, or members of the investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights;
escrow agent, transfer agent and custodial fees and expenses;
fees and expenses associated with marketing efforts;
federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;
U.S. federal, state and local taxes;
independent directors’ fees and expenses, including certain travel expenses; 
costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing;
the costs of any reports, proxy statements or other notices to our shareholders (including printing and mailing costs);
the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters;
commissions and other compensation payable to brokers or dealers;
research and market data;
fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums;
direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;
fees and expenses associated with independent audits, outside legal and consulting costs;
costs of winding up;
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costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;
extraordinary expenses (such as litigation or indemnification); and
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costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws.
We expect, but cannot ensure, that our general and administrative expenses will increase in dollar terms during periods of asset growth, but will decline as a percentage of total assets during such periods.
Leverage
The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions. On November 2, 2021, we received shareholder approval that allowed us to reduce our asset coverage ratio from 200% to 150%, effective as of November 3, 2021. As a result, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to the common stock if our asset coverage, as defined in the 1940 Act, would at least be equal to 150% immediately after each such issuance. This reduced asset coverage ratio permits us to double the amount of leverage we can incur. For example, under a 150% asset coverage ratio we may borrow $2 for investment purposes of every $1 of investor equity whereas under a 200% asset coverage ratio we may only borrow $1 for investment purposes for every $1 of investor equity. Our current target leverage ratio is 0.75x-1.25x.0.90x-1.25x.
In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase our leverage over time subject to the limits of the 1940 Act. In addition, we may dedicate assets to financing facilities.
Potential Market Trends
We believe the technology investment lending environment provides opportunities for us to meet our goal of making investments that generate an attractive total return based on a combination of the following factors.
Limited Availability of Capital for Technology Companies. We believe that technology companies have limited access to capital, driven by a lack of dedicated pools of capital focused on technology companies and a reduction in activity from commercial and investment banks as a result of regulatory and structural factors, industry consolidation and general risk aversion. Traditional lenders, such as commercial and investment banks, generally do not have flexible product offerings that meet the needs of technology-related companies. In recent years, many commercial and investment banks have focused their efforts and resources on lending to large corporate clients and managing capital markets transactions rather than lending to technology-related companies. In addition, these lenders may be constrained in their ability to underwrite and hold loans and high yield securities, as well as their ability to provide equity financing, as they seek to meet existing and future regulatory capital requirements. We also believe that there is a lack of scaled market participants that are willing to provide and hold meaningful amounts of a customized financing solution for technology companies. As a result, we believe our focus on technology-related companies and our ability to invest across the capital structure, coupled with a limited supply of capital providers, presents an attractive opportunity to invest in technology companies.
Capital Markets Have Been Unable to Fill the Void Left by Banks. Access to underwritten bond and syndicated loan markets is challenging for many technology companies due to loan size and liquidity. For example, high yield bonds are generally purchased by institutional investors such as mutual funds and exchange traded funds (“ETFs”) who, among other things, are highly focused on the liquidity characteristics of the bond being issued in order to fund investor redemptions and/or comply with regulatory requirements. Accordingly, the existence of an active secondary market for bonds is an important consideration in these entities’ initial investment decision. Syndicated loans arranged through a bank are done either on a “best efforts” basis or are underwritten with terms plus provisions that permit the underwriters to change certain terms, including pricing, structure, yield and tenor, otherwise known as “flex”, to successfully syndicate the loan, in the event the terms initially marketed are insufficiently attractive to investors. Loans provided by companies such as ours provide certainty to issuers in that we can commit to a given amount of debt on specific terms, at stated coupons and with agreed upon fees. As we are the ultimate holder of the loans, we do not require market “flex” or other arrangements that banks may require when acting on an agency basis. In addition, our AdvisorAdviser has teams focused on both liquid credit and private credit and these teams are able to collaborate with respect to syndicated loans.
Secular Trends Supporting Growth for Private Credit. According to Gartner, a research and advisory company, global technology spend was $4.4$4.7 trillion in 20222023 and is expected to grow to more than $4.5$5.1 trillion in 2023.2024. We believe global demand for technology products and services will continue to grow rapidly, and that growth will stimulate demand for capital from technology companies which will continue to require access to capital to refinance existing debt, support growth and finance acquisitions. We believe that periods of market volatility, such as the current period of market volatility caused, in part, by elevated inflation risingand interest rates, and current geopolitical conditions, have accentuated the advantages of private credit. The availability of capital in the liquid credit market is highly sensitive to market conditions whereas we believe private lending has proven to be a stable and reliable source of capital through periods of volatility. We believe the opportunity set for private credit will continue to expand even after the
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public markets reopen to normal levels. Financial sponsors and companies today are familiar with direct lending and have seen firsthand the strong value proposition that a private solution can offer. Scale, certainty of execution and flexibility all provide borrowers with a compelling alternative to the syndicated and high yield markets. Based on our experience, there is an emerging trend where higher quality credits that have traditionally been issuers in the syndicated and high yield markets are increasingly seeking
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private solutions independent of credit market conditions. In our view, this is supported by financial sponsors wanting to work with collaborative financing partners that have scale and breadth of capabilities. We believe the large amount of uninvested capital held by funds of private equity firms, estimated by Preqin Ltd., an alternative assets industry data and research company, to be $2.6$2.7 trillion as of June 30,December 31, 2023, coupled with a growing focus on technology investing by private equity sponsors, will continue to drive deal activity. We expect that technology companies, private equity sponsors, venture capital firms, and entrepreneurs will continue to seek partners to provide flexible financing for their businesses with debt and equity investments provided by companies such as us.
Attractive Investment Dynamics. An imbalance between the supply of, and demand for, capital creates attractive pricing dynamics. With respect to the debt investments in technology companies, we believe the directly negotiated nature of such financings generally provides more favorable terms to the lender, including stronger covenant and reporting packages, better call protection, and lender protective change of control provisions. Further, we believe that historical default rates for technology and software companies have been lower, and recovery rates have been higher, as compared to the broader leveraged finance market, leading to lower cumulative losses. With respect to equity and equity-linked investments, we will seek to structure these investments with meaningful shareholder protections, including, but not limited to, anti-dilution, anti-layering, and liquidation preferences, which we believe will create the potential for meaningful risk-adjusted long-term capital gains in connection with the future liquidity events of these technology companies. Lastly, we believe that in the current environment, lenders with available capital may be able to take advantage of attractive investment opportunities and may be able to achieve improved economic spreads and documentation terms.
Compelling Business Models. We believe that the products and services that technology companies provide often have high switching costs and are fundamental to the operations and success of their customers. We generally invest in dominant or growing players in niche markets that are selling products to established customer bases. As a result, technology companies have attributes that make them compelling investments, including strong customer retention rates, and highly recurring and predictable revenue. Further, technology companies are typically highly capital efficient, with limited capital expenditures and high free cash flow conversion. In addition, the replicable nature of technology products creates substantial operating leverage which typically results in strong profitability.
We believe that software businesses make compelling investments because they are inherently diversified into a variety of sectors due to end market applications and have been one of the more defensive sectors throughout economic cycles.
Attractive Opportunities in Investments in Technology Companies. We invest in the debt and equity of technology companies. We believe that opportunities in the debt of technology companies are significant because of the floating rate structure of most senior secured debt issuances and because of the strong defensive characteristics of these types of investments. We believe that debt issued with floating interest rates offer a superior return profile as compared with fixed-rate investments, since floating rate structures are generally less susceptible to declines in value experienced by fixed-rate securities in a rising interest rate environment. Senior secured debt also provides strong defensive characteristics. Senior secured debt has priority in payment among an issuer’s security holders whereby holders are due to receive payment before junior creditors and equity holders. Further, these investments are generally secured by the issuer’s assets, which may provide protection in the event of a default.
We believe that opportunities in the equity of technology companies are significant because of the potential to generate meaningful capital appreciation by participating in the growth in the portfolio company and the demand for its products and services. Moreover, we believe that the high-growth profile of a technology company will generally make it a more attractive candidate for a liquidity event than a company in a non-high growth industry. We believe the technology investment lending environment provides opportunities for us to meet our goal of making investments that generate an attractive total return based on a combination of the following factors.
Portfolio and Investment Activity
As of September 30, 2023,March 31, 2024, based on fair value, our portfolio consisted of 79.6%81.2% first lien senior secured debt investments (of which 37%35% we consider to be unitranche debt investments (including “last out” portions of such loans)), 5.5%4.7% second lien senior secured debt investments, 2.0%1.3% unsecured debt investments, 10.1%9.5% preferred equity investments, and 2.8%3.3% common equity investments.
As of September 30, 2023,March 31, 2024, our weighted average total yield of the portfolio at fair value and amortized cost was 12.0%11.8% and 12.1%12.0%, respectively, and our weighted average yield of debt and income producing securities at fair value and amortized cost was 12.4%12.2% and 12.5%12.4%, respectively.
As of September 30, 2023,March 31, 2024, we had investments in 8298 portfolio companies with an aggregate fair value of $3.4$4.0 billion. As of September 30, 2023,March 31, 2024, we had net leverage of 0.90x0.89x debt-to-equity.
The current lending environment has seen an increase in public market activity and merger and acquisition activity is currently limited. We expect origination activity to increase in the future because of the amount of undeployed capital private equity firms have available and as there is further clarity on the interest rate environment.Should we see an increase in repayments, we intend to
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balance the pace of our originations to vary with the paceaim of repayments and the pace at which we raise funds inachieving leverage within our private offering. Currently, uncertainty around the pace of inflation growth, in conjunction with elevated interest rates and slowing global gross domestic product growth continue to weigh on merger and acquisitions and other public market activity, though activity has picked up from earlier in the year.target range. We have seen more new deal opportunities from refinancings, add-on acquisitions and buyout activity over the quarter; however, because we have continued to raise funds in our private offerings, the pace of our originations isquarter.
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strong and theThe credit quality of our portfolio has been consistent. We continue to focus on investing in industries we view as recession resistant and that we are familiar with, including service orientedservice-oriented sectors such as software and healthcare, all of which serve diversified and durable end markets, and on additional financings to our existing borrowers. Blue Owl serves as the administrative agent on many of our investments and the majority of our investments are supported by sophisticated financial sponsors who provide operational and financial resources. Our borrowers that we classify as traditional financing, which exclude certain investments that fall outside of our typical borrower profile, have a weighted average EBITDA of $225 million and we believe this scale contributes to the durability of our borrowers and their ability to adapt to different economic environments. In addition, the current lending environment is favorableBlue Owl continues to direct lenders,invest in transactions in excess of $1 billion in size, which gives us the ability to structure the terms and spreads of such deals to include wider spreads, lower loan to values, extended call protection, attractive leverage profiles and credit protection. We are continuing to monitor the effect that market volatility, including as a result of ancontinued elevated interest rate environment may have on our portfolio companies and our investment activities.
Many of the companies in which we invest have experienced relief and are expecting improved profitability from earlier supply chain disruptions and elements of geopolitical, economic and financial market instability. In addition, we have seen a moderation in input costs which has helped to offset the impact of rising rates and support growth. These companies are continuing to see solid demand with modest growth in both revenues and EBITDA. However, in the event thatof further geopolitical, economic and financial market instability, in the U.S. economy enters into a protracted recession,and elsewhere, or in the event of continued high interest rates, it is possible that the results of some of the middle market companies similar to those in which we invest could experience deterioration.be challenged. While we are not seeing signs of an overall, broad deterioration in our results or those of our portfolio companies at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.
We have also continued to invest in specialty financing portfolio companies, including Fifth Season InvestmentInvestments LLC ("(“Fifth Season"Season”), LSI Financing 1 DAC ("(“LSI Financing"Financing”), and AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, "Amergin AssetCo"“Amergin AssetCo”). and in the future may invest through additional specialty finance portfolio companies, joint ventures, partnerships or other special purpose vehicles. See “Specialty Financing Portfolio Companies.” These companies may use our capital to support acquisitions which could lead to increased dividend income across well-diversified underlying portfolios. See "Specialty Financing Portfolio Companies."
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Our investment activity for the following periods is presented below (information presented herein is at par value unless otherwise indicated).
Three Months Ended September 30,
For the Three Months Ended March 31,
For the Three Months Ended March 31,
For the Three Months Ended March 31,
($ in thousands)($ in thousands)20232022($ in thousands)20242023
New investment commitmentsNew investment commitments
Gross originations
Gross originations
Gross originationsGross originations$468,382 $1,001,709 
Less: Sell downsLess: Sell downs(9,972)— 
Total new investment commitmentsTotal new investment commitments$458,410 $1,001,709 
Principal amount of investments funded:Principal amount of investments funded:
First-lien senior secured debt investments
First-lien senior secured debt investments
First-lien senior secured debt investmentsFirst-lien senior secured debt investments$397,021 $685,025 
Second-lien senior secured debt investmentsSecond-lien senior secured debt investments— 70,836 
Unsecured debt investmentsUnsecured debt investments— — 
Preferred equity investmentsPreferred equity investments— 122,985 
Common equity investmentsCommon equity investments3,435 25,521 
Total principal amount of investments fundedTotal principal amount of investments funded$400,456 $904,367 
Principal amount of investments sold or repaid:Principal amount of investments sold or repaid:
First-lien senior secured debt investments
First-lien senior secured debt investments
First-lien senior secured debt investmentsFirst-lien senior secured debt investments$(32,565)$— 
Second-lien senior secured debt investmentsSecond-lien senior secured debt investments— — 
Unsecured debt investmentsUnsecured debt investments— — 
Preferred equity investmentsPreferred equity investments(19,640)— 
Common equity investmentsCommon equity investments— — 
Total principal amount of investments sold or repaidTotal principal amount of investments sold or repaid$(52,205)$— 
Number of new investment commitments in new portfolio companies(1)
Number of new investment commitments in new portfolio companies(1)
17 
Average new investment commitment amountAverage new investment commitment amount$37,083 $57,946 
Weighted average term for new debt investment commitments (in years)Weighted average term for new debt investment commitments (in years)6.3 6.6 
Percentage of new debt investment commitments at floating ratesPercentage of new debt investment commitments at floating rates98.0 %100.0 %Percentage of new debt investment commitments at floating rates100.0 %100.0 %
Percentage of new debt investment commitments at fixed ratesPercentage of new debt investment commitments at fixed rates2.0 %— %Percentage of new debt investment commitments at fixed rates— %— %
Weighted average interest rate of new debt investment commitments(2)
Weighted average interest rate of new debt investment commitments(2)
11.9 %9.9 %
Weighted average interest rate of new debt investment commitments(2)
11.0 %12.4 %
Weighted average spread over applicable base rate of new debt investment commitments at floating ratesWeighted average spread over applicable base rate of new debt investment commitments at floating rates6.5 %6.3 %Weighted average spread over applicable base rate of new debt investment commitments at floating rates5.6 %7.5 %
    
(1)Number of new investment commitments represents commitments to a particular portfolio company.
(2)Assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 5.40%5.30% and 2.12%4.91% as of September 30,March 31, 2024 and 2023, and 2022, respectively.
The table below presents our our investments as of the following periods:
September 30, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
($ in thousands)($ in thousands)Amortized CostFair ValueAmortized CostFair Value($ in thousands)Amortized CostFair ValueAmortized CostFair Value
First-lien senior secured debt investments(1)(2)
First-lien senior secured debt investments(1)(2)
$2,676,883 $2,694,821 $1,812,475 $1,812,277 
Second-lien senior secured debt investmentsSecond-lien senior secured debt investments186,867 186,623 186,424 184,788 
Unsecured debt investmentsUnsecured debt investments68,570 66,957 63,815 58,859 
Preferred equity investments(3)
Preferred equity investments(3)
363,970 341,712 345,327 337,069 
Common equity investments(4)
Common equity investments(4)
92,904 94,137 71,588 71,541 
Total InvestmentsTotal Investments$3,389,194 $3,384,250 $2,479,629 $2,464,534 
(1)37%35% and 38%41% of which we consider unitranche loans as of September 30, 2023March 31, 2024 and December 31, 2022,2023, respectively.
(2)Includes investment in Amergin AssetCo.
(3)Includes equity investmentinvestments in LSI Financing.
(4)Includes equity investments in Amergin AssetCo and Fifth Season.
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We use GICS for classifying the industry groupings of our portfolio companies. The table below presents the industry composition of investments based on fair value as of the following periods:
September 30, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
Aerospace & DefenseAerospace & Defense2.1 %2.7 %Aerospace & Defense1.8 %1.9 %
Application SoftwareApplication Software19.5 19.0 
BanksBanks2.5 — 
BeveragesBeverages0.3 0.4 
Building ProductsBuilding Products0.3 — 
Capital MarketsCapital Markets0.3 0.4 
Commercial Services & SuppliesCommercial Services & Supplies0.6 0.8 
Construction & EngineeringConstruction & Engineering0.2 0.3 
Consumer FinanceConsumer Finance0.6 0.6 
Diversified Consumer ServicesDiversified Consumer Services0.3 0.4 
Diversified Financial Services(1)
Diversified Financial Services(1)
9.5 6.8 
Diversified Support ServicesDiversified Support Services0.8 1.0 
Electrical EquipmentElectrical Equipment3.7 5.1 
Food & Staples RetailingFood & Staples Retailing4.3 5.8 
Health Care Equipment & SuppliesHealth Care Equipment & Supplies1.3 — 
Health Care TechnologyHealth Care Technology8.0 8.3 
Health Care Providers & ServicesHealth Care Providers & Services4.1 4.9 
Industrial Conglomerates
Industrial Conglomerates
Industrial Conglomerates
Insurance(2)
Insurance(2)
4.8 3.6 
IT ServicesIT Services4.4 5.6 
IT Services
IT Services
Life Sciences Tools & ServicesLife Sciences Tools & Services2.0 — 
Media
Multiline Retail
Pharmaceuticals(3)
Pharmaceuticals(3)
1.4 0.9 
Professional ServicesProfessional Services4.2 0.9 
Real Estate Management & DevelopmentReal Estate Management & Development1.3 — 
Specialty Retail— 1.2 
Systems Software
Systems Software
Systems SoftwareSystems Software23.5 31.3 
TotalTotal100.0 %100.0 %
Total
Total100.0 %100.0 %
(1)Includes investments in Amergin AssetCo.
(2)Includes equity investmentinvestments in Fifth Season.
(3)Includes equity investment in LSI Financing.
We classify the industries of our portfolio companies by end-market (such as health care technology) and not by the product or services (such as software) directed to those end-markets.
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The table below describes investments by geographic composition based on fair value as of the following periods:
September 30, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
United States:United States:
Midwest
Midwest
MidwestMidwest9.1 %6.0 %11.0 %11.4 %
NortheastNortheast23.5 25.8 
SouthSouth27.7 32.3 
WestWest27.2 28.9 
International12.5 7.0 
Australia
Australia
Australia
Canada
Canada
Canada
Cayman Islands
Germany
Guernsey
Ireland
Israel
Switzerland
United Kingdom
TotalTotal100.0 %100.0 %Total100.0 %100.0 %
The table below presents the weighted average yields and interest rates of our investments at fair value as of the following periods:
September 30, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
Weighted average total yield of portfolioWeighted average total yield of portfolio12.0 %10.9 %Weighted average total yield of portfolio11.8 %12.0 %
Weighted average total yield of debt and income producing securitiesWeighted average total yield of debt and income producing securities12.4 %11.5 %Weighted average total yield of debt and income producing securities12.2 %12.4 %
Weighted average interest rate of debt securitiesWeighted average interest rate of debt securities11.9 %10.7 %Weighted average interest rate of debt securities11.8 %11.9 %
Weighted average spread over base rate of all floating rate investmentsWeighted average spread over base rate of all floating rate investments6.7 %6.4 %Weighted average spread over base rate of all floating rate investments6.7 %6.7 %
The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount and loan origination fees, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.
Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
comparisons to other companies in the portfolio company’s industry; and
review of monthly or quarterly financial statements and financial projections for portfolio companies.
As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors.
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The rating system is as follows:
Investment RatingDescription
1Investments with a rating of 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable;
2Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rate of 2;
3Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition;
4Investments rated 4 involve a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and
5Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair value of the loan to the amount we anticipate will be recovered.
Our Adviser rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3, 4 or 5, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company.

The Adviser has built out its portfolio management team to include workout experts who closely monitor our portfolio companies and who, on at least a quarterly basis, assess each portfolio company’s operational and liquidity exposure and outlook to understand and mitigate risks; and, on at least a monthly basis, evaluates existing and newly identified situations where operating results are deviating from expectations. As part of its monitoring process, the Adviser focuses on projected liquidity needs and where warranted, re-underwriting credits and evaluating downside and liquidation scenarios. The Adviser focuses on downside protection by leveraging existing rights available under our credit documents; however, for investments that are significantly underperforming or which may need to be restructured, the Adviser’s workout team partners with the investment team and all material amendments, waivers and restructurings require the approval of a majority of the Technology Lending Investment Committee.
The table below presents the composition of our portfolio on the 1 to 5 rating scale as of the following periods:
September 30, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
Investment RatingInvestment RatingInvestments
at Fair Value
 Percentage of
Total Portfolio
 Investments
at Fair Value
 Percentage of
Total Portfolio
Investment RatingInvestments
at Fair Value
 Percentage of
Total Portfolio
 Investments
at Fair Value
 Percentage of
Total Portfolio
($ in thousands)($ in thousands)
1
1
11$33,932 1.0 %$3,101 0.1 %$163,868 4.1 4.1 %$34,670 0.9 0.9 %
223,317,369 98.0 2,441,892 99.1 
3318,549 0.6 19,541 0.8 
4414,400 0.4 — — 
55— — — — 
TotalTotal$3,384,250 100.0 %$2,464,534 100.0 %Total$3,985,044 100.0 100.0 %$3,807,639 100.0 100.0 %
The table below presents the amortized cost of our performing and non-accrual debt investments as of the following periods:
September 30, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
($ in thousands)($ in thousands)Amortized CostPercentageAmortized CostPercentage($ in thousands)Amortized CostPercentageAmortized CostPercentage
PerformingPerforming$2,932,320 100.0 %$2,062,714 100.0 %Performing$3,447,529 100.0 100.0 %$3,307,062 100.0 100.0 %
Non-accrualNon-accrual— — — — 
TotalTotal$2,932,320 100.0 %$2,062,714 100.0 %Total$3,447,529 100.0 100.0 %$3,307,062 100.0 100.0 %
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual
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loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Specialty Financing Portfolio Companies
Amergin
Amergin was created to invest in a leasing platform focused on railcar, aviation and aviationother long-lived transportation assets. Amergin acquires existing on-lease portfolios of new and end-of-life railcars and related equipment and selectively purchases off-lease assets and is building a commercial aircraft portfolio through aircraft financing and engine acquisition on a sale and lease back basis. Amergin consists
of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. We made a $20.0 millionan initial equity commitment to Amergin AssetCo on July 1, 2022. We increasedAs of March 31, 2024, our commitment to Amergin AssetCo on July 28, 2023 to $24.4is $33.1 million, of which $16.5$13.9 million is equity and $7.9$19.2 million is debt. is debt. Our investment in Amergin is a co-investment made with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our equity interest in Amergin AssetCo.
Fifth Season Investments LLC
Fifth Season is a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement assets.and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques. On July 18, 2022, we made a $5.2 millionan initial equity commitment toinvestment in Fifth Season. We have made periodic increases toAs of March 31, 2024, our investment in Fifth Season including $3.4was $65.3 million and $9.3 million during the three and nine months ended September 30, 2023, respectively.based on fair value. Our investment in Fifth Season is a co-investment with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. The Company doesWe do not consolidate itsour interest in Fifth Season.
LSI Financing 1 DAC (“LSI Financing”)
LSI Financing is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, we made a $6.2 millionan initial investment in LSI Financing. We have made periodic increases toAs of March 31, 2024, our investment in LSI Financing including $15.0was $19.8 million duringbased on fair value. During the ninethree months ended September 30, 2023.March 31, 2024, we increased our commitment by $25.2 million. Our investment in LSI Financing is a co-investment with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our equity interest in LSI Financing.
Results of Operations
The table below represents the operating results for the following periods:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
($ in thousands)202320222023
2022(1)
Total Investment Income$99,009 $30,798 $263,963 $41,682 
Less: Expenses54,657 18,880 146,559 29,645 
Net Investment Income (Loss) Before Taxes$44,352 $11,918 $117,404 $12,037 
Less: Income taxes, including excise taxes122 13 364 13 
Net Investment Income (Loss) After Taxes$44,230 $11,905 $117,040 $12,024 
Net change in unrealized gain (loss)8,081 (1,137)10,948 (10,469)
Net realized gain (loss)173 70 1,252 98 
Net Increase (Decrease) in Net Assets Resulting from Operations$52,484 $10,838 $129,240 $1,653 
(1)The Company was initially capitalized on November 30, 2021 and commenced investing activities in January 2022.
For the Three Months Ended March 31,
($ in thousands)20242023
Total Investment Income$123,788 $77,481 
Less: Expenses67,557 42,892 
Net Investment Income (Loss) Before Taxes$56,231 $34,589 
Less: Income taxes, including excise taxes368 154 
Net Investment Income (Loss) After Taxes$55,863 $34,435 
Net change in unrealized gain (loss)12,918 13,304 
Net realized gain (loss)1,097 1,251 
Net Increase (Decrease) in Net Assets Resulting from Operations$69,878 $48,990 
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. For the three and nine months ended September 30, 2023,March 31, 2024, our net asset value per share increased, primarily driven by market spreads tightening and an increase in accumulated undistributed earnings from net investment income.
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Investment Income
The table below presents the investment income for the following periods:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
For the Three Months Ended March 31,
For the Three Months Ended March 31,
For the Three Months Ended March 31,
($ in thousands)($ in thousands)2023202220232022($ in thousands)20242023
Interest incomeInterest income$82,043 $21,677 $214,201 $27,780 
Payment-in-kind interest incomePayment-in-kind interest income6,042 1,557 14,144 2,484 
Dividend incomeDividend income4,650 — 10,091 — 
Payment-in-kind dividend incomePayment-in-kind dividend income5,446 4,552 23,741 8,226 
Other incomeOther income828 3,012 1,786 3,192 
Total investment incomeTotal investment income$99,009 $30,798 $263,963 $41,682 
We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights.
For the Three Months Ended September 30,March 31, 2024 and 2023 and 2022
Investment income increased by $68.2$46.3 million for the three months ended September 30, 2023March 31, 2024 primarily due to an increase in interest income as a result of an increase in our debt portfolio, which at par increased from $2.6$2.4 billion to $3.0 billion,$3.5 billion. Included in interest income are other fees such as well as an increaseprepayment fees and accelerated amortization of upfront fees from unscheduled paydowns which are non-recurring in the base rates charged on our floating rate debt investments.nature. Included in investment income is dividend income which includes income earned from our non-controlled, affiliated equity investments. For the three months ended September 30,March 31, 2024 and 2023, and 2022, payment-in-kind interest income represented 11.6%5.7% and 19.8%3.6% of investment income, respectively. We expect thatFor the three months ended March 31, 2024 and 2023, payment-in-kind dividend income represented 5.4% and 16.8% of investment income, will vary based onrespectively. The decrease in the percentage of investment income attributed to PIK dividend income was primarily driven by a variety of factors includingnon-recurring PIK fee received in the pace of our originations and repayments.
For the Nine Months Ended September 30, 2023 and 2022
Investmentprior period. Other income increased by $222.3 million for the nine months ended September 30, 2023 primarilyperiod-over-period due to ana increase in interestincremental fee income, which are fees that are generally available to us as a result of an increase in our debt portfolio, whichclosing investments and normally paid at par increased from $2.1 billion to $3.0 billion, as well as an increase in the base rates charged on our floating rate debt investments. Included in investment income is dividend income which includes income earned from our non-controlled, affiliated equity investments. For the nine months ended September 30, 2023 and 2022, payment-in-kind income represented 14.4% and 25.7%time of investment income, respectively.closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.
Expenses
The table below presents expenses for the following periods:
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
($ in thousands)202320222023
2022(1)
Interest expense$34,172 $8,707 $90,901 $11,202 
Management fees12,635 7,142 35,476 13,278 
Incentive fees4,914 1,323 13,004 1,323 
Offering expenses17 120 97 238 
Professional fees1,657 620 3,612 1,221 
Directors' fees289 277 682 817 
Other general and administrative973 691 2,787 1,566 
Total expenses$54,657 $18,880 $146,559 $29,645 
(1)The Company was initially capitalized on November 30, 2021 and commenced investing activities in January 2022.
 For the Three Months Ended March 31,
($ in thousands)20242023
Interest expense$43,554 $25,951 
Management fees13,644 11,106 
Incentive fees7,767 3,837 
Offering expenses20 50 
Professional fees1,369 849 
Directors' fees226 196 
Other general and administrative977 903 
Total expenses$67,557 $42,892 
Under the terms of the Administration Agreement, we reimburse the Adviser for services performed for us. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and we reimburse the Adviser for any services performed for us by such affiliate or third party.
For the Three Months Ended September 30,March 31, 2024 and 2023 and 2022
Total expenses increased to $54.7$67.6 million for the three months ended September 30, 2023March 31, 2024 from $18.9 million for the same period in the prior year primarily due to an increase in interest expense, management and incentive fees driven by an increase in the
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size of our portfolio. As a percentage of total assets offering expenses, professional fees, directors' fees and other general and administrative expenses remained relatively consistent.

For the Nine Months Ended September 30, 2023 and 2022
Total expenses increased to $146.6 million for the nine months ended September 30, 2023 from $29.6$42.9 million for the same period in the prior year primarily due to an increase in interest expense, management and incentive fees driven by an increase in the size of our portfolio. The increase in interest expense was driven by an increase in average daily borrowings to $2.1 billion from $1.4 billion, coupled with an increase in the average interest rate to 7.9% from 7.0%, period over period. As a percentage of total assets offering expenses, professional fees, directors'directors’ fees and other general and administrative expenses remained relatively consistent.
Income Taxes, Including Excise Taxes
We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to
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our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. In addition, a RIC may, in certain cases, satisfy this distribution requirement by
distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of
Subchapter M. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieves us from U.S. federal income taxes at corporate tax rates.
Depending on the level of taxable income earned in a tax year, we can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.
For the three and nine months ended September 30,March 31, 2024 and 2023, the Company accrued U.Srecorded U.S. federal excise taxestax expense of $123$367 thousand and $367$154 thousand, respectively. For both the three and nine months ended September 30, 2022, the Company accrued U.S federal excise taxes of $13 thousand.
Taxable Subsidiaries
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three and nine months ended September 30, 2023, the CompanyMarch 31, 2024 we recorded a netU.S federal and state income tax benefitexpense/(benefit) of approximately $1$(1) thousand and $3 thousand, respectively.for taxable subsidiaries. For the three and nine months ended September 30, 2022,March 31, 2023, the Company did not record a netU.S federal and state income tax benefit (provision)expense/(benefit) .
The CompanyWe recorded a net deferred tax asset of $2$7 thousand as of September 30, 2023,March 31, 2024, for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries'subsidiaries’ investment in certain partnership interests. The Company did not recordWe recorded a net deferred tax asset (liability)of $4 thousand for taxtaxable subsidiaries as of December 31, 2022.2023.
Net Change in Unrealized Gains (Losses)
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the following periods, net unrealized gains (losses) were:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
For the Three Months Ended March 31,
For the Three Months Ended March 31,
For the Three Months Ended March 31,
($ in thousands)($ in thousands)2023202220232022($ in thousands)20242023
Net change in unrealized gain (loss) on investmentsNet change in unrealized gain (loss) on investments$7,170 $(851)$10,734 $(10,026)
Net change in unrealized gain (loss) on translation of assets and liabilities in foreign currenciesNet change in unrealized gain (loss) on translation of assets and liabilities in foreign currencies911 (286)218 (443)
Income tax (provision) benefitIncome tax (provision) benefit— — (4)— 
Net change in unrealized gain (loss)Net change in unrealized gain (loss)$8,081 $(1,137)$10,948 $(10,469)
For the Three Months Ended September 30,March 31, 2024 and 2023 and 2022
For the three months ended September 30, 2023, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments, partially offset by a decrease in the fair value of certain of our equity investments. As of September 30, 2023, the fair value of our debt investments as a percentage of principal was 98.6%, as compared to 97.5% as of DecemberMarch 31, 2022.
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The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended September 30, 2023 consisted of the following:

Portfolio CompanyNet Change in Unrealized Gain (Loss)
($ in millions)
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)$2,894 
Covetrus, Inc.2,033 
Minerva Holdco, Inc.1,172 
SailPoint Technologies Holdings, Inc.1,012 
Computer Services, Inc. (dba CSI)877 
Zendesk, Inc.753 
Axonius, Inc.(1,225)
Securiti, Inc.(1,404)
Coherent Group Limited(1,600)
Picard Holdco, Inc.(1,771)
Remaining portfolio companies4,429 
Total$7,170 
For the three months ended September 30, 2022, the net unrealized loss was primarily driven by a decrease in the fair value of our investments as compared to the initial purchase. Additionally, we were initially capitalized on November 30, 2021 and commenced investing activities in January 2022. As a result, comparisons may not be meaningful.
For the Nine Months Ended September 30, 2023 and 2022
For the nine months ended September 30, 2023,2024, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments, partially offset by a decrease in the fair value of certain of our equity investments. The primary driversdriver of our portfolio’s unrealized gains were due to current market conditions including credit spreads tightening acrossand were offset by reversals of prior period unrealized gains that were realized in the broader market.quarter in connection with the sale of certain debt investments. As of March 31, 2024, the fair value of our debt investments as a percentage of principal was 99.2%, as compared to 98.7% as of December 31, 2023.
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The ten largest contributors to the change in net unrealized gain (loss) on investments during the ninethree months ended September 30, 2023March 31, 2024 consisted of the following:

Portfolio CompanyNet Change in Unrealized Gain (Loss)
($ in thousands)millions)
Covetrus, Inc.Fifth Season Investments LLC$3,7712,071 
Coherent Group LimitedBlackhawk Network Holdings, Inc.2,3472,060 
Aurelia Netherlands Midco 2 B.V.2,013 
Securiti, Inc.1,9611,404 
Axonius,Coupa Holdings, LLC1,139 
Zendesk, Inc.1,701873 
Grayshift, LLC822 
Minerva Holdco, Inc.1,603 (868)
Computer Services, Inc. (dba CSI)1,240 
Zendesk,Coherent Group Inc.(1,225)(1,069)
SailPoint Technologies Holdings,Affirm, Inc.(1,404)(1,275)
Picard Holdco, Inc.(3,536)
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(9,440)
Remaining portfolio companies13,7167,851 
Total$10,73415,021 
For the ninethree months ended September 30, 2022,March 31, 2023, the net unrealized lossgain was primarily driven by an decreaseincrease in the fair value of our investments as compared to the initial purchase. Additionally, we were initially capitalized on November 30, 2021 and commenced investing activities in January 2022. As of March 31, 2023, the fair value of our debt investments as a result, comparisons may not be meaningful.percentage of principal was 99.2%, as compared to 98.7% as of December 31, 2023.
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Portfolio CompanyNet Change in Unrealized Gain (Loss)
($ in millions)
Affirm, Inc.$1,920 
Kaseya Inc.1,154 
SailPoint Technologies Holdings, Inc.1,038 
Zendesk, Inc.937 
Computer Services, Inc. (dba CSI)879 
Avalara, Inc.807 
Minerva Holdco, Inc.655 
Circana Group, L.P. (fka The NPD Group, L.P.)648 
ManTech International Corporation644 
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(992)
Remaining portfolio companies6,255 
Total$13,945 


Net Realized Gains (Losses)
The realized gains and losses on fully exited portfolio companies, partially exited portfolio companies and foreign currency transactions during the following period were:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
($ in thousands)2023202220232022
Net realized gain (loss) on investments$968 $— $966 $24 
Net realized gain (loss) on foreign currency transactions(795)70 286 74 
Net realized gain (loss)$173 $70 $1,252 $98 

For the Three Months Ended March 31,
($ in thousands)20242023
Net realized gain (loss) on investments$1,084 $(2)
Net realized gain (loss) on foreign currency transactions13 1,253 
Net realized gain (loss)$1,097 $1,251 
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are generated primarily from the proceeds of capital drawdowns of our privately placed Capital Commitments, cash flows from interest, dividends and fees earned from our investments and principal repayments, and our credit facilities. The primary uses of our cash are (i) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying or reimbursing our Adviser) and (iii) cash distributions to the holders of our shares.
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We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities, enter into additional debt securitization transactions or issue additional debt securities. Additional financings could include unsecured notes. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of September 30, 2023March 31, 2024 and December 31, 2022,2023, the Company’s asset coverage was 206%207% and 196%188%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund. Our current target ratio is 0.75x-1.25x.0.90x-1.25x. For the ninethree months ended September 30, 2023,March 31, 2024, our weighted average cost of debt was 7.4%8.2%.
Cash as of September 30, 2023,March 31, 2024, is expected to be sufficient for our investing activities and to conduct our operations in the near term. Our long-term cash needs will include principal payments on outstanding indebtedness and funding of additional portfolio investments. Funds for long-term cash needs will come from unused net proceeds from financing activities and our capital commitments. We believe that our liquidity and sources of capital are adequate to satisfy our short and long-term cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.
As of September 30, 2023,March 31, 2024, we had $68.8$67.1 million in cash. During the ninethree months ended September 30, 2023,March 31, 2024, we used $0.8$0.11 billion in cash for operating activities, primarily as a result of funding portfolio investments of $1.0$0.33 billion offset by net proceeds from investments and investment repayments of $0.18 billion. Cash provided by financing activities was $0.9$0.11 billion during the period, primarily from net borrowings on debt and proceeds from the issuance of common shares.
Equity
Subscriptions and Drawdowns
In connection with our formation, we have the authority to issue 500,000,000 common shares at $0.01 per share par value.
On November 30, 2021, we issued 100 common shares for $1,500 to our Adviser. We have entered into subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of our common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase our common shares up to the amount of their respective Capital Commitment on an as-needed basis each time we deliver a capital call notice to its investors.
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The Company delivered the capital call notices to investors during the following periods:
For the Nine Months Ended September 30, 2023
Capital Drawdown Notice DateCommon Share Issuance DateNumber of Common
Shares Issued
Aggregate Offering Price
($ in thousands)
April 25, 2023May 8, 202320,039,586 $299,992 
September 13, 2023September 26, 202313,123,360 200,000 
Total33,162,946 $499,992 
For the Three Months Ended March 31, 2024
Capital Drawdown Notice DateCommon Share Issuance DateNumber of Common
Shares Issued
Aggregate Offering Price
($ in thousands)
February 29, 2024March 13, 202416,123,863 $249,991 
For the Nine Months Ended September 30, 2022
Capital Drawdown Notice DateCommon Share Issuance DateNumber of Common
Shares Issued
Aggregate Offering Price
($ in thousands)
January 28, 2022February 11, 20228,710,668 $125,000 
March 16, 2022March 29, 202210,408,213 150,000 
June 14, 2022June 28, 202221,201,413 300,000 
September 12, 2022September 23, 202227,642,541 399,987 
Total67,962,835 $974,987 
The Company did not deliver capital call notices to investors for the three months ended March 31, 2023.
Distributions
The table below reflects the distributions declared on shares of our common stock during the following period:periods:
For the NineThree Months Ended September 30,March 31, 2024
Date DeclaredRecord DatePayment DateDistribution per Share
February 21, 2024March 31, 2024May 15, 2024$0.33 
For the Three Months Ended March 31, 2023
Date DeclaredRecord DatePayment DateDistribution per Share
February 21, 2023March 31, 2023May 15, 2023$0.27 
May 9, 2023June 30, 2023August 15, 2023$0.24 
August 8, 2023September 29, 2023November 15, 2023$0.29 
For the Nine Months Ended September 30, 2022
Date DeclaredRecord DatePayment DateDistribution per Share
August 2, 2022September 30, 2022November 15, 2022$0.05 
Dividend Reinvestment
With respect to distributions, we adopted an “opt out” dividend reinvestment plan for common shareholders. As a result, in the event of a declared distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving cash distributions.
Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
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The table below reflects the common stock issued pursuant to the dividend reinvestment plan during the following period:
For the NineThree Months Ended September 30,March 31, 2024
Date DeclaredRecord DatePayment DateShares
November 7, 2023December 29, 2023January 31, 2024282,231 
For the Three Months Ended March 31, 2023
Date DeclaredRecord DatePayment DateShares
November 1, 2022December 30, 2022January 31, 2023121,031 
February 21, 2023March 31, 2023May 15, 2023199,060 
May 9, 2023June 30, 2023August 15, 2023216,221 
We did not issue common stock pursuant to the dividend reinvestment plan for the nine months ended September 30, 2022.
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Debt
Aggregate Borrowings
The tables below present debt obligations as of the following periods:
September 30, 2023
March 31, 2024March 31, 2024
($ in thousands)($ in thousands)Aggregate Principal CommittedOutstanding Principal
Amount Available(1)
Net Carrying Value(2)
($ in thousands)Aggregate Principal CommittedOutstanding Principal
Amount Available(1)
Net Carrying Value(2)
Subscription Credit FacilitySubscription Credit Facility$800,000 $725,000 $75,000 $723,857 
Revolving Credit FacilityRevolving Credit Facility625,000 69,577 555,423 64,746 
SPV Asset Facility ISPV Asset Facility I825,000 600,000 18,069 591,620 
SPV Asset Facility IISPV Asset Facility II300,000 200,000 73,583 197,511 
Athena CLO II
2023A Notes2023A Notes75,000 75,000 — 74,488 
April 2029 Notes
Total DebtTotal Debt$2,625,000 $1,669,577 $722,075 $1,652,222 
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, and 2023A Notes, and Athena CLO II are presented net of unamortized debt issuance costs of $1.12.0 million, $4.8$9.3 million, $8.48.6 million, $2.5$2.2 million, $0.8 million, and $0.5$2.4 million respectively.
December 31, 2022
December 31, 2023December 31, 2023
($ in thousands)($ in thousands)Aggregate Principal CommittedOutstanding PrincipalAmount AvailableNet Carrying Value($ in thousands)Aggregate Principal CommittedOutstanding Principal
Amount Available(1)
Net Carrying Value(2)
Subscription Credit FacilitySubscription Credit Facility$800,000 $770,015 $29,985 $767,139 
Revolving Credit FacilityRevolving Credit Facility625,000 126,377 498,623 120,667 
SPV Asset Facility ISPV Asset Facility I600,000 300,000 54,288 293,878 
SPV Asset Facility IISPV Asset Facility II300,000 50,000 5,637 47,119 
2023A Notes
Athena CLO II
Total DebtTotal Debt$2,325,000 $1,246,392 $588,533 $1,228,803 
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, and SPV Asset Facility II, 2023A Notes, and Athena CLO II are presented net of unamortized debt issuance costs of $2.92.5 million, $5.79.3 million, $6.18.6 million, $2.4 million, $0.9 million, and $2.92.4 million respectively.
The table below presents the components of interest expense for the following periods:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
For the Three Months Ended March 31,
For the Three Months Ended March 31,
For the Three Months Ended March 31,
($ in thousands)($ in thousands)2023202220232022($ in thousands)20242023
Interest expenseInterest expense$32,715 $7,730 $86,733 $9,536 
Amortization of debt issuance costsAmortization of debt issuance costs1,457 977 4,168 1,666 
Total Interest ExpenseTotal Interest Expense$34,172 $8,707 $90,901 $11,202 
Average interest rateAverage interest rate7.8 %4.7 %7.4 %4.5 %Average interest rate7.9 %7.0 %
Average daily borrowingsAverage daily borrowings$1,646,915 $643,216 $1,543,034 $277,457 
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Senior Securities
InformationThe table below presents information about our senior securities is shown in the following table as of the fiscal three and nine months ended September 30, 2023.following periods:
Class and Period
Total Amount Outstanding Exclusive of
Treasury Securities(1)
($ in millions)
Asset Coverage per Unit(2)
Involuntary Liquidating Preference per Unit(3)
Average Market Value per Unit(4)
Subscription Credit Facility
September 30, 2023 (Unaudited)$725.0 $2,060.6 — N/A
December 31, 2022$770.0 $1,957.8 — N/A
Revolving Credit Facility
September 30, 2023 (Unaudited)$69.6 $2,060.6 — N/A
December 31, 2022$126.4 $1,957.8 — N/A
SPV Asset Facility I
September 30, 2023 (Unaudited)$600.0 $2,060.6 — N/A
December 31, 2022$300.0 $1,957.8 — N/A
SPV Asset Facility II
September 30, 2023 (Unaudited)$200.0 $2,060.6 — N/A
December 31, 2022$50.0 $1,957.8 — N/A
2023A Notes
September 30, 2023 (Unaudited)$75.0 $2,060.6 — N/A
December 31, 2022$— $1,957.8 — N/A
Promissory Note(5)
December 31, 2022$— $1,957.8 — N/A
Class and Period
Total Amount Outstanding Exclusive of
Treasury Securities(1)
($ in millions)
Asset Coverage per Unit(2)
Involuntary Liquidating Preference per Unit(3)
Average Market Value per Unit(4)
Subscription Credit Facility
March 31, 2024 (Unaudited)$560.0 $2,072.7 — N/A
December 31, 2023$800.0 $1,881.3 — N/A
Revolving Credit Facility
March 31, 2024 (Unaudited)$225.1 $2,072.7 — N/A
December 31, 2023$288.4 $1,881.3 — N/A
SPV Asset Facility I
March 31, 2024 (Unaudited)$520.0 $2,072.7 — N/A
December 31, 2023$330.0 $1,881.3 — N/A
SPV Asset Facility II
March 31, 2024 (Unaudited)$270.0 $2,072.7 — N/A
December 31, 2023$270.0 $1,881.3 — N/A
2023A Notes
March 31, 2024 (Unaudited)$75.0 $2,072.7 — N/A
December 31, 2023$75.0 $1,881.3 — N/A
Athena CLO II
March 31, 2024 (Unaudited)$288.0 $2,072.7 — N/A
December 31, 2023$288.0 $1,881.3 — N/A
Promissory Note(5)
December 31, 2023$— $1,881.3 — N/A
(1)Total amount of each class of senior securities outstanding at the end of the period presented.
(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.
(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The "—"”—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)Not applicable because the senior securities are not registered for public trading.
(5)Facility was terminated in 2022.
Subscription Credit Facility
On February 18, 2022 we entered into a revolving credit facility (the “Subscription Credit Facility”) with Wells Fargo Bank, National Association as administrative agent and as the lender.
The maximum principal amount of the Subscription Credit Facility is $800$800.0 million (increased from $700$700.0 million to $800$800.0 million on December 16, 2022), subject to availability under the borrowing base, which is based on unused capital commitments. The Subscription Credit Facility includes a provision permitting us to increase the size of the Subscription Credit Facility under certain circumstances up to a maximum principal amount not to exceed $1.5$1.50 billion, if the existing or new lenders agree to commit to such increase. On January 4, 2023, we entered into an amendment to the Subscription Credit Facility, which (i) decreased the aggregate principal amount of outstanding swingline loans under the Subscription Credit Facility from $100$100.0 million to $50$50.0 million and (ii) decreased the letter of credit sublimit under the Subscription Credit Facility from 20% to 0% of the maximum commitment.
The Subscription Credit Facility will mature upon the earliest of: (i) the date two (2) years from the Closing Date (the “Stated Maturity Date”); (ii) the date upon which the Administrative Agent declares the obligations under the Subscription Credit Facility due and payable after the occurrence of an event of default; (iii) forty-five (45) days prior to the scheduled termination of the commitment period under our subscription agreements; (iv) forty-five (45) days prior to the date of any listing of our common stock on a national securities exchange; (v) the termination of the commitment period under our subscription agreements (if earlier than the scheduled date); and (vi) the date we terminate the commitments pursuant to the Subscription Credit Facility. At our option, the Stated Maturity Date may be extended by up to 364 days, subject to satisfaction of customary conditions. On November 3, 2023, we exercised this option and extended the Stated Maturity Date to February 14, 2025.

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Borrowings under the Subscription Credit Facility bear interest, at our election at the time of drawdown, at a rate per annum equal to (i) in the case of loans denominated in dollars, at our option (a) an adjusted Daily Simple SOFR rate plus 1.75%, (b) an
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adjusted Term SOFR rate for the applicable interest period plus 1.75% and (c) in the case of reference rate loans, 0.75% plus the greatest of (1) a prime rate, (2) the federal funds rate plus 0.50% and (3) the adjusted Daily Simple SOFR rate plus 1.00%, (ii) in the case of loans denominated in euros or other alternative currencies (other than sterling), the adjusted Eurocurrency Rate for the applicable interest period plus 1.75% or (iii) in the case of loans denominated in sterling, the adjusted SONIA Rate for the applicable interest period plus 1.75%. SOFR Rate loans are subject to a credit spread adjustment ranging from 0.10% to 0.25% and SONIA rate loans are subject to a credit spread adjustment of 0.0326%. Loans denominated in dollars may be converted from one rate applicable to dollar denominated loans to another at any time at our election, subject to certain conditions. We also will pay an unused commitment fee of 0.25% per annum on the unused commitments.
Revolving Credit Facility
On June 9, 2022, we entered into a Senior Secured Credit Agreement (the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include us, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”), Truist Bank, as Administrative Agent, Truist Securities, Inc.Agent. On October 13, 2023 (the “Revolving Credit Facility First Amendment Date”), ING Capital LLC, Sumitomo Mitsui Banking Corporationthe parties to the Revolving Credit Facility entered into an amendment to, among other things, extend the availability period and MUFG Bank, LTD, as Joint Bookrunnersmaturity date, convert a portion of the then-existing revolver availability into term loan availability and Joint Lead Arrangers.reduce the credit adjustment spread to 0.10% for all U.S. dollar-denominated Loan tenors. The following describes the terms of the Revolving Credit Facility amended through February 29, 2024.
The Revolving Credit Facility is guaranteed by eachcertain domestic subsidiaries of OR Tech Lending II LLC, ORTF II BC 1 LLC and ORTF II BC 2 LLC, each our subsidiary,ours in existence as of the Revolving Credit Facility First Amendment Date, and will be guaranteed by certain of our domestic subsidiaries of ours that are formed or acquired by us in the futurethereafter (each a "Guarantor"“Guarantor” and collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.
The maximum principal amountAs of February 29, 2024, the Revolving Credit Facility is $625provides for (a) a term loan in a principal amount of $75.0 million (increased(which term loan amount was increased from $600$50.0 million to $625$75.0 million on November 16, 2022), subjectFebruary 29, 2024) and (b) subject to availability under the borrowing base, which is based on the our portfolio investments and other outstanding indebtedness.indebtedness, a revolving credit facility in a principal amount of up to $850.0 million (which revolving credit facility amount was increased from $775.0 million to $850.0 million on February 29, 2024; on an aggregated basis, the aggregate outstanding term loans and revolving credit facility commitments under the Revolving Credit Facility increased from $825.0 million to $925.0 million on February 29, 2024). The amount available for borrowing under the Revolving Credit Facility is reduced by any outstanding letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $1.25 billion through the exercise by us of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $200$200.0 million limit for swingline loans, with the aggregate principal amount of outstanding swingline loans of any swingline lender being limited to up to $50 million, and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and each Guarantor, subject to certain exceptions.
TheAs of the Revolving Credit Facility First Amendment Date, the availability period with respect to the revolving credit facility under the Revolving Credit Facility will terminate on June 9, 2026 (“RevolvingOctober 13, 2027 (the “Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on June 9, 2027 (“RevolvingOctober 13, 2028 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, wethe Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
We may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility in U.S. dollars will bear interest at either (i) term SOFR plus aany applicable credit adjustment spread plus margin of 2.00% per annum or (ii) the Prime Ratealternative base rate plus a margin. Wemargin of 1.00% per annum. With respect to loans denominated in U.S. dollars, we may elect either the term SOFR or Prime Ratethe alternative base rate at the time of drawdown, and such loans denominated in U.S. dollars may be converted from one rate to another at any time at our option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus an applicable margin.margin of 2.00% per annum. We will also pay a fee of 0.375% on average daily undrawn amounts under the Revolving Credit Facility.
The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of us and our subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 measured at any time.
Promissory Note
On January 25, 2022, we as borrower, entered into a Loan Agreement (the “FIC Agreement”) with Owl Rock Feeder FIC LLC (“Feeder FIC”), an affiliate of the last dayAdviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up
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to an aggregate of $250.0 million from Feeder FIC. Under the FIC Agreement we could re-borrow any amount repaid; however, there was no funding commitment between Feeder FIC and us.
On March 14, 2022, we entered into an amendment to the FIC Agreement to change the manner in which interest is calculated.
The interest rate on amounts borrowed pursuant to the Promissory Notes, prior to March 14, 2022, was based on the lesser of the rate of interest for an ABR Loan or a Eurodollar Loan under the credit agreement dated as of April 15, 2021, as amended or supplemented from time to time, by and among the Adviser, as borrower, the several lenders from time to time party thereto, MUFG Union Bank, N.A., as Collateral Agent and MUFG Bank, Ltd., as Administrative Agent.
The interest rate on amounts borrowed pursuant to the Promissory Notes after March 14, 2022 is based on the lesser of the rate of interest for a SOFR Loan or an ABR Loan under the Credit Agreement dated as of December 7, 2021, as amended or supplemented from time to time, by and among Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.
The unpaid principal balance of any fiscal quarter.Promissory Note and accrued interest thereon was payable by us from time to time at our discretion but immediately due and payable upon 120 days written notice by Feeder FIC, and in any event due and payable in full no later than February 28, 2023. We intend to use the borrowed funds to make investments in portfolio companies consistent with its investment strategies.
On June 22, 2022, we and Feeder FIC, entered into a termination agreement (the “Termination Agreement”) pursuant to which the FIC Agreement was terminated. Upon execution of the Termination Agreement there were no amounts outstanding pursuant to the FIC Agreement or the Promissory Notes.
SPV Asset Facilities
SPV Asset Facility I
On July 15, 2022 (the “SPV Asset Facility I Closing Date”), Athena Funding I LLC (“Athena Funding I”), a Delaware limited liability company and our newly formed subsidiary entered into a Credit Agreement (the “SPV Asset Facility I”), with Athena Funding I, as borrower, Société Générale, as administrative agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, Alter Domus (US) LLC, as document custodian, and the lenders party thereto (the “SPV Asset Facility I Lenders”). The parties to the SPV Asset Facility I entered into various amendments, including those relating to the calculation of principal collateralization amounts. The following describes the terms of SPV Asset Facility I as amended through September 26, 2023.
From time to time, we expect to sell and contribute certain investments to Athena Funding I pursuant to a Sale and Contribution Agreement by and between us and Athena Funding I. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by Athena Funding I, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Athena Funding I through our
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ownership of Athena Funding I. The initial maximum principal amount which may be borrowed under the Credit Facility is $825$625.0 million (increased from $600$600.0 million to $700$700.0 million on February 22, 2023, increased from $700$700.0 million to $800$800.0 million on August 15, 2023, and increased from $800$800.0 million to $825$825.0 million on September 23, 2023 and decreased from $825.0 million to $625.0 million on December 13, 2023) which, subject to the satisfaction of certain conditions, may be increased to up to $1$1.00 billion. The availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding I’s assets from time to time, and satisfaction of certain conditions, including coverage tests, collateral quality tests, a lender advance rate test and certain concentration limits.
The SPV Asset Facility I provides for the ability to draw term loans and to draw and redraw revolving loans under the SPV Asset Facility I for a period of up to two years after the SPV Asset Facility I Closing Date. Unless otherwise terminated, the SPV Asset Facility I will mature on July 15, 2032 (the "SPV“SPV Asset Facility I Stated Maturity"Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by Athena Funding I 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 us, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, Athena Funding I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us. The credit facility may be permanently reduced, in whole or in part, at the option of Athena Funding I 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 2.75%, and term loans are subject to a minimum utilization amount, after one year, subject to certain terms and conditions. The undrawn amount of the of the term commitment not subject to such spread payment is subject to an undrawn fee of 0.25% per annum for the first twelve months and 0.35% thereafter. The undrawn amount of the revolving commitment not subject to such spread payment is subject to an undrawn fee of 0.25% per annum for the first six months, 0.50% for months seven through twelve, and 0.50% thereafter if the drawn amount is
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greater than or equal to 75% of the revolving commitment, otherwise 0.75%. Certain additional fees are payable to Société Générale as administrative agent.
The SPV Asset Facility I contains customary covenants, including certain maintenance covenants, and events of default. Athena Funding I is required to obtain a minimum post-closing rating of the SPV Asset Facility I within six months of the SPV Asset Facility I Closing Date, subject to certain terms and conditions. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of Athena Funding I and on any payments received by Athena Funding I in respect of those assets. Assets pledged to the SPV Asset Facility I Lenders will not be available to pay our debts.
Borrowings of Athena Funding I are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
SPV Asset Facility II
On November 8, 2022 (the “SPV Asset Facility II Closing Date”), Athena Funding II LLC (“Athena Funding II”), a Delaware limited liability company and our newly formed subsidiary entered into a Loan and Management Agreement (the “SPV Asset Facility II”), with Athena Funding II LLC, as borrower, us, as collateral manager and transferor, MUFG Bank, Ltd. (“MUFG”), as administrative agent, State Street Bank and Trust Company, as collateral agent and collateral administrator, Alter Domus (US) LLC as custodian, the lenders from time to time parties thereto (the “SPV Asset Facility II Lender”) and the group agents from time to time parties thereto.
From time to time, we expect to sell and contribute certain investments to Athena Funding II pursuant to a Purchase and Sale Agreement by and between us and Athena Funding II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by Athena Funding II, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Athena Funding II through our ownership of Athena Funding II. The maximum principal amount of the SPV Asset Facility II is $300$300.0 million; the availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding II’s assets from time to time, an advance rate and concentration limitations, and satisfaction of certain conditions, including collateral quality tests.
The SPV Asset Facility II provides for the ability to draw and redraw revolving loans under the SPV Asset Facility II for a period of up to two years after the SPV Asset Facility II Closing Date (the “SPV Asset Facility II Reinvestment Period”) unless the SPV Asset Facility II Reinvestment Period is terminated sooner as provided in the Secured Credit Facility. Unless otherwise terminated, the SPV Asset Facility II will mature three years after the last day of the SPV Asset Facility II Reinvestment Period (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by Athena Funding II 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 us, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, Athena Funding II must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us. The credit facility may be permanently reduced, in whole or in part, at the option of Athena Funding II.
Amounts drawn bear interest at a cost of funds rate as determined by MUFG periodically (or Term SOFR under certain circumstances) plus an applicable margin of 2.85% during the SPV Asset Facility II Reinvestment Period and 3.25% after the end of the SPV Asset Facility II Reinvestment Period. During the SPV Asset Facility II Reinvestment Period, there is an unused fee of 0.50% on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. The SPV Asset Facility II contains
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customary covenants, including certain maintenance covenants and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of Athena Funding II and on any payments received by Athena Funding II in respect of those assets. Assets pledged to the SPV Asset Facility II Lender will not be available to pay our debts.
Borrowings of Athena Funding II are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
CLO
Athena CLO II
On December 13, 2023 (the “Athena CLO II Closing Date”), we completed a $475.3 million term debt securitization transaction (the “Athena CLO II Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the Athena CLO II Transaction and the secured loan borrowed in the Athena CLO II Transaction were issued and incurred, as applicable, by our consolidated subsidiary Athena CLO II, LLC, a limited liability organized under the laws of the State of Delaware (the “Athena CLO II Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the Athena CLO II Issuer.
The Athena CLO II Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Athena CLO II Closing Date (the “Athena CLO II Indenture”), by and among the Athena CLO II Issuer and State Street Bank and Trust Company: (i) $40.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.85%, (ii) $16.5 million of AA(sf) Class B-1 Notes, which bear interest at three-month term
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SOFR plus 3.95%, (iii) $7.5 million of AA(sf) Class B-2 Notes, which bear interest at 7.25% and (iv) $24.0 million of A(sf) Class C Notes, which bear interest at three-month term SOFR plus 4.95% (together, the “Athena CLO II Secured Notes”) and (B) the borrowing by the Athena CLO II Issuer of $200.0 million under floating rate Class A-L loans (the “Athena CLO II Class A-L Loans” and together with the Athena CLO II Secured Notes, the “Athena CLO II Debt”). The Class A-L Loans bear interest at three-month term SOFR plus 2.85%. The Class A-L Loans were borrowed under a credit agreement (the “Athena CLO II Class A-L Credit Agreement”), dated as of the Athena CLO II Closing Date, by and among the Athena CLO II Issuer, as borrower, a financial institution, as lender, and State Street Bank and Trust Company, as collateral trustee and loan agent. The Athena CLO II Debt is secured by middle-market loans, participation interests in middle-market loans and other assets of the Athena CLO II Issuer. The Athena CLO II Debt is scheduled to mature on the Payment Date (as defined in the Athena CLO II Indenture) in January, 2036. The Athena CLO II Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.
Concurrently with the issuance of the Athena CLO II Secured Notes and the borrowing under the Athena CLO II Class A-L Loans, the Athena CLO II Issuer issued approximately $187.3 million of subordinated securities in the form of 187,300 preferred shares at an issue price of U.S.$1,000 per share (the “Athena CLO II Preferred Shares”). The Athena CLO II Preferred Shares were issued by the Athena CLO II Issuer as part of its issued share capital and are not secured by the collateral securing the Athena CLO II Debt. We purchased all of the Athena CLO II Preferred Shares. We act as retention holder in connection with the Athena CLO II Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such are required to retain a portion of the Athena CLO II Preferred Shares.
As part of the Athena CLO II Transaction, we entered into a loan sale agreement with the Athena CLO II Issuer dated as of the Athena CLO II Closing Date (the “Athena CLO II OTF II Loan Sale Agreement”), which provided for the contribution of approximately $83.9 million funded par amount of middle-market loans from us to the Athena CLO II Issuer on the Athena CLO II Closing Date and for future sales from us to the Athena CLO II Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Athena CLO II Debt. The remainder of the initial portfolio assets securing the Athena CLO II Debt consisted of approximately $380.6 million funded par amount of middle-market loans purchased by the Athena CLO II Issuer from Athena Funding I LLC, a wholly-owned subsidiary of ours, under an additional loan sale agreement executed on the Athena CLO II Closing Date between the Athena CLO II Issuer and Athena Funding I LLC (the “Athena CLO II Athena Funding I Loan Sale Agreement”). No gain or loss was recognized as a result of these sales and contributions. We and Athena Funding I each made customary representations, warranties, and covenants to the Athena CLO II Issuer under the applicable loan sale agreement.
Through January 20, 2028, a portion of the proceeds received by the Athena CLO II Issuer from the loans securing the Athena CLO II Secured Notes may be used by the Athena CLO II Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the Athena CLO II Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans.
The Athena CLO II Debt is the secured obligation of the Athena CLO II Issuer, and the Athena CLO II Indenture and Athena CLO II Class A-L Credit Agreement each includes customary covenants and events of default. The Athena CLO II Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser will serve as collateral manager for the Athena CLO II Issuer under a collateral management agreement dated as of the Athena CLO II Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated November 30, 2021, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the Athena CLO II Issuer’s equity or notes owned by us.
Unsecured Notes
2023A Notes
On September 27, 2023, we entered into a Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $75,000,000$75.0 million in aggregate principal amount of Series 2023A Notes, due September 27, 2028, with a fixed interest rate of 8.50% per year (the “Series 2023A Notes”), to qualified institutional investors in a private placement. The Series 2023A Notes are guaranteed by OR Tech Lending II LLC, ORTF II FSI LLC and ORTF II BC 2 LLC, our subsidiaries.
Interest on the Series 2023A Notes will be due semiannually on March 27 and September 27 each year, beginning on March 27, 2024. The Series 2023A Notes may be redeemed in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, we are obligated to offer to prepay the Series 2023A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Series 2023A Notes are general unsecured obligations of ours that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
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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 our status as a BDC within the meaning of the 1940 Act, a minimum net worth of $1,012,092,000, 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 Series 2023A Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the Series 2023A 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 Series 2023A Notes will bear interest at a fixed rate per annum which is 1.50% above the stated rate of the Series 2023A Notes from the date of the occurrence of the Secured Debt Ratio Event to and until the date on which the Below Investment Grade 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 Series 2023A Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the Series 2023A Notes from the date of the occurrence of the later to occur of the Below Investment Grade Event and the Secured Debt Ratio Event to and until the date on which one of such 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 us, certain judgments and orders and certain events of bankruptcy.
Promissory Note
On January 25, 2022, we as borrower, entered into a Loan Agreement (the “FIC Agreement”) with Owl Rock Feeder FIC LLC (“Feeder FIC”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $250 million from Feeder FIC. Under the FIC Agreement we could re-borrow any amount repaid; however, there was no funding commitment between Feeder FIC and us.
On March 14, 2022, we entered into an amendment to the FIC Agreement to change the manner in which interest is calculated.
The interest rate on amounts borrowed pursuant to the Promissory Notes, prior to March 14, 2022, was based on the lesser of the rate of interest for an ABR Loan or a Eurodollar Loan under the credit agreement dated as of April 15, 2021, as amended or supplemented from time to time, by and among the Adviser, as borrower, the several lenders from time to time party thereto, MUFG Union Bank, N.A., as Collateral Agent and MUFG Bank, Ltd., as Administrative Agent.
The interest rate on amounts borrowed pursuant to the Promissory Notes after March 14, 2022 is based on the lesser of the rate of interest for a SOFR Loan or an ABR Loan under the Credit Agreement dated as of December 7, 2021, as amended or supplemented from time to time, by and among Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.
The unpaid principal balance of any Promissory Note and accrued interest thereon was payable by us from time to time at our discretion but immediately due and payable upon 120 days written notice by Feeder FIC, and in any event due and payable in full no
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later than February 28, 2023. We intend to use the borrowed funds to make investments in portfolio companies consistent with its investment strategies.
On June 22, 2022, we and Feeder FIC, entered into a termination agreement (the “Termination Agreement”) pursuant to which the FIC Agreement was terminated. Upon execution of the Termination Agreement there were no amounts outstanding pursuant to the FIC Agreement or the Promissory Notes.
Off-Balance Sheet Arrangements
Portfolio Company Commitments
From time to time, the Company may enter into commitments to fund investments. The table below presents our outstanding commitments to fund investments in current portfolio companies as of the following periods:
Portfolio CompanyPortfolio CompanyInvestmentSeptember 30, 2023December 31, 2022Portfolio CompanyInvestmentMarch 31, 2024December 31, 2023
($ in thousands)($ in thousands)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLCAAM Series 1.1 Rail and Domestic Intermodal Feeder, LLCLLC Interest$2,175 $10,000 
AAM Series 2.1 Aviation Feeder, LLCAAM Series 2.1 Aviation Feeder, LLCLLC Interest2,202 9,652 
Activate Holdings (US) Corp. (dba Absolute Software)Activate Holdings (US) Corp. (dba Absolute Software)First lien senior secured revolving loan3,011 — 
AmeriLife Holdings LLCAmeriLife Holdings LLCFirst lien senior secured delayed draw term loan1,515 1,515 
AmeriLife Holdings LLCAmeriLife Holdings LLCFirst lien senior secured revolving loan1,894 2,273 
AmeriLife Holdings LLC
Anaplan, Inc.Anaplan, Inc.First lien senior secured revolving loan9,421 9,421 
Appfire Technologies, LLCAppfire Technologies, LLCFirst lien senior secured revolving loan816 770 
Appfire Technologies, LLCAppfire Technologies, LLCFirst lien senior secured delayed draw term loan5,642 8,183 
Armstrong Bidco Limited (dba The Access Group)First lien senior secured delayed draw term loan— 747 
Athenahealth Group Inc.First lien senior secured delayed draw term loan— 436 
Aptean Acquiror, Inc. (dba Aptean)
Aptean Acquiror, Inc. (dba Aptean)
Aurelia Netherlands Midco 2 B.V.
Aurelia Netherlands Midco 2 B.V.
Aurelia Netherlands Midco 2 B.V.
Aurelia Netherlands Midco 2 B.V.
Aurelia Netherlands Midco 2 B.V.
Avalara, Inc.Avalara, Inc.First lien senior secured revolving loan10,455 10,455 
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)
Bamboo US BidCo LLCBamboo US BidCo LLCFirst lien senior secured delayed draw term loan3,077 — 
Bamboo US BidCo LLCBamboo US BidCo LLCFirst lien senior secured revolving loan4,103 — 
BTRS Holdings Inc. (dba Billtrust)BTRS Holdings Inc. (dba Billtrust)First lien senior secured delayed draw term loan3,372 5,322 
BTRS Holdings Inc. (dba Billtrust)BTRS Holdings Inc. (dba Billtrust)First lien senior secured revolving loan6,716 6,716 
Certinia, Inc.Certinia, Inc.First lien senior secured revolving loan5,882 — 
Circana Group, L.P. (fka The NPD Group, L.P.)Circana Group, L.P. (fka The NPD Group, L.P.)First lien senior secured revolving loan7,429 7,973 
Community Brands ParentCo, LLCCommunity Brands ParentCo, LLCFirst lien senior secured delayed draw term loan1,500 1,500 
Community Brands ParentCo, LLCCommunity Brands ParentCo, LLCFirst lien senior secured revolving loan750 750 
Community Brands ParentCo, LLC
Computer Services, Inc. (dba CSI)
CoreTrust Purchasing Group LLCCoreTrust Purchasing Group LLCFirst lien senior secured delayed draw term loan3,789 3,789 
CoreTrust Purchasing Group LLCCoreTrust Purchasing Group LLCFirst lien senior secured revolving loan3,789 3,789 
Coupa Holdings, LLCFirst lien senior secured delayed draw term loan7,572 — 
Coupa Holdings, LLCFirst lien senior secured revolving loan5,798 — 
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)First lien senior secured revolving loan3,732 — 
EET Buyer, Inc. (dba e-Emphasys)First lien senior secured revolving loan642 — 
Entrata, Inc.First lien senior secured revolving loan5,128 — 
Finastra USA, Inc.First lien senior secured revolving loan6,736 — 
Fullsteam Operations, LLCFirst lien senior secured delayed draw term loan— 19,934 
Grayshift, LLCFirst lien senior secured revolving loan5,806 5,806 
Hyland Software, Inc.First lien senior secured revolving loan3,101 — 
Iconic IMO Merger Sub, Inc.First lien senior secured delayed draw term loan3,623 4,963 
Iconic IMO Merger Sub, Inc.First lien senior secured revolving loan2,085 2,010 
Integrated Specialty Coverages, LLCFirst lien senior secured delayed draw term loan1,293 — 
Integrated Specialty Coverages, LLCFirst lien senior secured revolving loan603 — 
Integrity Marketing Acquisition, LLCFirst lien senior secured delayed draw term loan11,402 — 
Integrity Marketing Acquisition, LLCFirst lien senior secured revolving loan2,636 — 
Interoperability Bidco, Inc. (dba Lyniate)First lien senior secured revolving loan1,580 652 
Juniper Square, Inc.First lien senior secured revolving loan2,250 2,250 
Kaseya Inc.First lien senior secured delayed draw term loan4,437 4,725 
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Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
Coupa Holdings, LLC
Coupa Holdings, LLC
Crewline Buyer, Inc. (dba New Relic)
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)
EET Buyer, Inc. (dba e-Emphasys)
Entrata, Inc.
Finastra USA, Inc.
Fullsteam Operations, LLC
Fullsteam Operations, LLC
Fullsteam Operations, LLC
Fullsteam Operations, LLC
Fullsteam Operations, LLC
Fullsteam Operations, LLC
Fullsteam Operations, LLC
Galway Borrower LLC
Galway Borrower LLC
Gerson Lehrman Group, Inc.
Granicus, Inc.
Granicus, Inc.
Grayshift, LLC
Hyland Software, Inc.
Icefall Parent, Inc. (dba EngageSmart)
Iconic IMO Merger Sub, Inc.
Iconic IMO Merger Sub, Inc.
Indikami Bidco, LLC (dba IntegriChain)
Indikami Bidco, LLC (dba IntegriChain)
Integrated Specialty Coverages, LLC
Integrated Specialty Coverages, LLC
Integrity Marketing Acquisition, LLC
Integrity Marketing Acquisition, LLC
Interoperability Bidco, Inc. (dba Lyniate)
Juniper Square, Inc.
Kaseya Inc.Kaseya Inc.First lien senior secured revolving loan3,544 4,725 
Kaseya Inc.
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)
LSI Financing 1 DAC
ManTech International CorporationManTech International CorporationFirst lien senior secured delayed draw term loan10,304 16,000 
ManTech International CorporationManTech International CorporationFirst lien senior secured revolving loan8,600 8,600 
Monotype Imaging Holdings Inc.
Monotype Imaging Holdings Inc.
Natural Partners, LLCNatural Partners, LLCFirst lien senior secured revolving loan681 681 
Neptune Holdings, Inc. (dba NexTech)Neptune Holdings, Inc. (dba NexTech)First lien senior secured revolving loan882 — 
OneOncology LLCOneOncology LLCFirst lien senior secured delayed draw term loan2,976 — 
OneOncology LLCOneOncology LLCFirst lien senior secured revolving loan1,587 — 
Oranje Holdco, Inc. (dba KnowBe4)Oranje Holdco, Inc. (dba KnowBe4)First lien senior secured revolving loan13,352 — 
Pacific BidCo Inc.Pacific BidCo Inc.First lien senior secured delayed draw term loan954 954 
PDI TA Holdings, Inc.
PDI TA Holdings, Inc.
PetVet Care Centers, LLC
PetVet Care Centers, LLC
Ping Identity Holding Corp.Ping Identity Holding Corp.First lien senior secured revolving loan9,091 9,091 
Rubrik, Inc.Rubrik, Inc.First lien senior secured delayed draw term loan5,876 1,857 
SailPoint Technologies Holdings, Inc.SailPoint Technologies Holdings, Inc.First lien senior secured revolving loan13,075 13,075 
Securonix, Inc.First lien senior secured revolving loan3,559 3,559 
Sensor Technology Topco, Inc. (dba Humanetics)First lien senior secured revolving loan3,306 — 
SimpliSafe Holding CorporationFirst lien senior secured delayed draw term loan1,886 2,572 
Smarsh Inc.First lien senior secured delayed draw term loan3,238 3,238 
Smarsh Inc.First lien senior secured revolving loan259 1,619 
Talon MidCo 2 Limited (dba Tufin)First lien senior secured revolving loan1,369 1,369 
Talon MidCo 2 Limited (dba Tufin)First lien senior secured delayed draw term loan331 118 
TC Holdings, LLC (dba TrialCard)First lien senior secured revolving loan1,071 1,071 
Zendesk, Inc.First lien senior secured delayed draw term loan22,915 22,915 
Zendesk, Inc.First lien senior secured revolving loan9,435 9,435 
Total Unfunded Portfolio Company Commitments$264,253 $224,510 
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Securonix, Inc.First lien senior secured revolving loan3,559 3,559 
Sensor Technology Topco, Inc. (dba Humanetics)First lien senior secured revolving loan2,324 2,445 
SimpliSafe Holding CorporationFirst lien senior secured delayed draw term loan1,886 1,886 
Smarsh Inc.First lien senior secured delayed draw term loan3,238 3,238 
Smarsh Inc.First lien senior secured revolving loan155 259 
Talon MidCo 2 Limited (dba Tufin)First lien senior secured revolving loan1,369 1,369 
Talon MidCo 2 Limited (dba Tufin)First lien senior secured delayed draw term loan216 145 
TC Holdings, LLC (dba TrialCard)First lien senior secured revolving loan1,071 1,071 
XRL 1 LLC (dba XOMA)First lien senior secured delayed draw term loan1,000 1,000 
Zendesk, Inc.First lien senior secured delayed draw term loan22,915 22,915 
Zendesk, Inc.First lien senior secured revolving loan9,435 9,435 
Total Unfunded Portfolio Company Commitments$446,291 $353,034 
We seek to carefully consider our unfunded portfolio company commitments for the purpose of planning our ongoing financial leverage. Further, we consider any outstanding unfunded portfolio company commitments we are required to fund within the 150% asset coverage limitation. As of September 30, 2023,March 31, 2024, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.
Investor Commitments
As of September 30,March 31, 2024, the Company had approximately $4.1 billion in total Capital Commitments from investors (approximately $2.2 billion undrawn), of which $54.1 million is from entities affiliated with or related to the Adviser (approximately $10.6 million undrawn). As of December 31, 2023, the Company had approximately $4.1 billion in total Capital Commitments from investors (approximately $2.4 billion undrawn), of which $54.0 million is from entities affiliated with or related to the Adviser (approximately $13.8 million undrawn). As of December 31, 2022, the Company had approximately $3.5 billion in total Capital Commitments from investors (approximately $2.3 billion undrawn), of which $50.5 million is from entities affiliated with or related to the Adviser (approximately $16.9 million undrawn). These undrawn Capital Commitments will no longer remain in effect following the completion of an initial public offering of the Company’s common stock.
Other Commitments and Contingencies
From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. At September 30, 2023,March 31, 2024, management was not aware of any pending or threatened litigation.
Contractual Obligations
A summary of our contractual payment obligations under our credit facilities as of September 30, 2023,March 31, 2024, is as follows:

Payments Due by Period
Payments Due by PeriodPayments Due by Period
($ in thousands)($ in thousands)TotalLess than 1 year1-3 years3-5 yearsAfter 5 years($ in thousands)TotalLess than 1 year1-3 years3-5 yearsAfter 5 years
Subscription Credit FacilitySubscription Credit Facility$725,000 $725,000 $— $— $— 
Revolving Credit FacilityRevolving Credit Facility69,577 — — 69,577 — 
SPV Asset Facility ISPV Asset Facility I600,000 — — — 600,000 
SPV Asset Facility IISPV Asset Facility II200,000 — — 200,000 — 
Athena CLO II
2023A Notes2023A Notes75,000 — — 75,000 — 
Total Contractual ObligationsTotal Contractual Obligations$1,669,577 $725,000 $— $344,577 $600,000 
Total Contractual Obligations
Total Contractual Obligations
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Related-Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
the Investment Advisory Agreement;
the Administration Agreement;
the Dealer Manager Agreement;
the Placement Agent Agreement;
the License Agreement; and
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the Promissory Notes.
In addition to the aforementioned agreements, we rely on exemptive relief that has been granted to ORCA and certain of its affiliates to permit us to co-invest with other funds managed by the Adviser or certain affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for further details.
We invest in Amergin, Fifth Season, and LSI Financing, which are non-controlled affiliated investments, as defined in the 1940 Act. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for further details.
Critical Accounting Policies
The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in connection with our risk factors as described in “ITEM 1A. RISK FACTORS.”
Investments at Fair Value
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
Rule 2a-5 under the 1940 Act was adopted by the SEC in January 2021 and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company complied with the mandatory provisions of Rule 2a-5 by the September 2022 compliance date. Additionally, commencing with the fourth quarter of 2022, pursuantPursuant to Rule 2a-5, the Board designated the Adviser as the Company'sCompany’s valuation designee to perform fair value determinations relating to the value of assets held by the Company for which market quotations are not readily available.

Investments for which market quotations are readily available are typically valued at the bid price of those market quotations. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of our investments, are valued at fair value as determined in good faith by our Adviser, as the valuation designee, based on, among other things, the input of independent third-party valuation firm(s) engaged at the direction of our Adviser.
As part of the valuation process, our Adviser, as the valuation designee, takes into account relevant factors in determining the fair value of our investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Adviser, as the valuation designee considers whether the pricing indicated by the external event corroborates its valuation.
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Our Adviser, as the valuation designee, undertakes a multi-step valuation process, which includes, among other procedures, the following:
With respect to investments for which market quotations are readily available, those investments will typically be valued at the bid price of those market quotations;
With respect to investment for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;
Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee;
Our Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;
Each quarter, our Adviser, as the valuation designee, provides the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, our Adviser, as the valuation
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designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and
The Audit Committee oversee the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.
We conduct this valuation process on a quarterly basis.
We apply Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, we consider its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.
Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfer occurred. In addition to using the above inputs in investment valuations, we apply the valuation policy approved by our Board that is consistent with ASC 820. Consistent with the valuation policy, our Adviser, as the valuation designee, evaluates the source of the inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), our Adviser, as the valuation designee, subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, our Adviser, as the valuation designee, or the independent valuation firm(s), review pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If we were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.
Financial and Derivative Instruments
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Rule 18f-4 was adopted by the SEC in December 2020 and became effective in August 2022. Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so. The Company adopted a derivatives policy by Rule 18f-4’s August 2022 compliance date, and complies with theRule 18f-4’s recordkeeping requirements.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization and accretion of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest and dividends represent accrued interest
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or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the amortization and accretion of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point that we believe PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Distributions
We have elected to be treated for U.S. federal income tax purposes, and qualify annually thereafter, as a RIC under Subchapter M of the Code. To maintain our tax treatment as a RIC, we must distribute (or be deemed to distribute) in each taxable year distribution for tax purposes equal to at least 90% of the sum of our:of:
90% of our investment company taxable income (which is generally our ordinary income plus the excess of realized short-term capital gains over realized net long-term capital losses), determined without regard to the deduction for dividends paid, for such taxable year; and
90% of our net tax-exempt interest income (which is the excess of our gross tax-exempt interest income over certain disallowed deductions) for such taxable year.
As a RIC, we (but not our shareholders) generally will not be subject to U.S. federal tax on investment company taxable income and net capital gains that we distribute to our shareholders.
We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to U.S. federal income tax at corporate rates. We can be expected to carry forward our net capital gains or any investment company taxable income in excess of current year dividend distributions, and pay the U.S. federal excise tax as described below.
Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. We may be subject to a nondeductible 4% U.S. federal excise tax if we do not distribute (or are treated as distributing) during each calendar year an amount at least equal to the sum of:
98% of our net ordinary income excluding certain ordinary gains or losses for that calendar year;
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98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of that calendar year; and
100% of any income or gains recognized, but not distributed, in preceding years.
While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed and as a result, in such cases, the excise tax will be imposed. In such an event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.
We intend to pay quarterly distributions to our shareholders out of assets legally available for distribution. All distributions will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.
To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our shareholders for U.S. federal income tax purposes. Thus, the source of a distribution to our shareholders may be the original capital invested by the shareholder rather than our income or gains. Shareholders should read written disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.
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We have adopted an “opt out” dividend reinvestment plan for our common shareholders. As a result, if we declare a cash dividend or other distribution, each shareholder that has not “opted out” of our dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
Income Taxes
We have elected to be treated as a BDC under the 1940 Act. We have also elected to be treated as a RIC under the Code beginning with the taxable year ending December 31, 2021 and intend to continue to qualify as a RIC. So long as we maintain our tax treatment as a RIC, we generally will not pay U.S. federal income taxes at corporate rates on any ordinary income or capital gains that we distribute at least annually to our shareholders as dividends. Instead, any tax liability related to income earned and distributed by us represents obligations of our investors and will not be reflected in our consolidated financial statements.
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, we generally must distribute to its shareholders, for each taxable year, at least 90% of our “investment company taxable income” for that year, which is generally our ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses. In order for us not to be subject to U.S. federal excise taxes, we must distribute annually an amount at least equal to the sum of (i) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. We, at our discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.
Certain of our consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.
We evaluate tax positions taken or expected to be taken in the course of preparing our consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2022.2023. As applicable, our prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.
Recent Developments
Revolving Credit Facility Amendment
On October 13, 2023, we entered into the First Amendment to the Revolving Credit Facility (the “First Amendment”), which amends the Revolving Credit Facility. The parties to the First Amendment include us, as Borrower, the subsidiary guarantors party thereto solely with respect to Section 6.8 therein, the lenders party thereto and Truist Bank as Administrative Agent. The First Amendment, among other things, (i) extends the revolver availability period from June 2026 to October 2027, (ii) extends the scheduled maturity date from June 2027 to October 2028, (iii) converts a portion of the revolver availability into term loan availability, (iv) increases the total facility amount from $625,000,000 to $825,000,000 and (iv) reduces the credit adjustment spread for Term
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Benchmark Loans from 0.10% for one-month tenor Loans, 0.15% for three-month tenor Loans and 0.25% for six-month tenor Loans to 0.10% for all Loan tenors.
Dividend
On NovemberMay 7, 2023,2024, the Board declared a distribution of 90% of estimated fourthsecond quarter investment company taxable income, if any, for shareholders of record on December 29, 2023,June 28, 2024, payable on or before January 31,August 15, 2024.
Unsecured Notes
On April 4, 2024, we issued $700.0 million aggregate principal amount of 6.750% notes due 2029 (the "April 2029 Notes") in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The April 2029 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Concurrent with the issuance of the April 2029 Notes, we entered into a Registration Rights (the “April 2029 Registration Rights Agreement”) Agreement for the benefit of the purchasers of the April 2029 Notes.
In connection with the issuance of the April 2029 Notes, on April 4, 2024 the Company entered into a bilateral interest rate swap. The notional amount of the interest rate swap is $700.0 million. The Company will receive fixed rate interest at 6.75% and pay variable rate interest based on SOFR plus 2.5645%. The interest rate swap matures on March 4, 2029.
Revolving Credit Facility
On April 24, 2024, we increased the amount of revolving commitments by $100.0 million through the joining of a new lender. The aggregate term loans and revolving commitments of the Revolving Credit Facility increased from $925.0 million to $1.025 billion.
Amended and Restated Dividend Reinvestment Plan
On May 6, 2024, the Board adopted an amended and restated dividend reinvestment plan.
Joint Venture
On May 6, 2024, we entered into an agreement with each of Blue Owl Capital Corporation, Blue Owl Capital Corporation II, Blue Owl Capital Corporation III, Blue Owl Credit Income Corp., Blue Owl Technology Finance Corp. and Blue Owl Technology
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Income Corp. (together with us, the “Blue Owl BDCs”) and State Teachers Retirement System of Ohio (“OSTRS”) to co-manage Blue Owl Credit SLF LLC (“Credit SLF”), a joint venture that is expected to invest primarily in senior secured loans to middle market companies, broadly syndicated loans and in senior and subordinated notes issued by collateralized loan obligations. Each of the Blue Owl BDCs have agreed to initial commitments to Credit SLF totaling $50.0 million in the aggregate, of which we have agreed to contribute $2.5 million, representing an approximately 4% economic ownership. OSTRS will initially commit $7.1 million, representing a 12.5% economic ownership. Credit SLF is managed by a board consisting of an equal number of representatives appointed by each member and which acts unanimously. Investment decisions must be approved by Credit SLF’s board.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including valuation risk, interest rate risk, currency risk, credit risk and inflation risk.
Valuation Risk
We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and therefore, we will value these investments at fair value as determined in good faith by the Adviser, as our valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of the Adviser, as our valuation designee, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
Credit Risk
We generally endeavor to minimize our risk of exposure by limiting to reputable financial institutions the counterparties with which we enter into financial transactions. As of September 30, 2023March 31, 2024 and December 31, 2022, we held the majority of our cash balances with a single highly rated money center bank and such balances are in excess of Federal Deposit Insurance Corporation insured limits. We seek to mitigate this exposure by monitoring the credit standing of these financial institutions.
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.
In a low interest rate environment, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net income and potentially adversely affecting our operating results. Conversely, in a rising interest rate environment, such difference could potentially increase thereby increasing our net income as indicated per the table below.
Substantially all of our assets and liabilities are financial in nature. As a result, changes in interest rates and other factors drive our performance more directly than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. As of September 30, 2023, 99.1%March 31, 2024, 99.0% of our debt investments based on fair value were floating rates. Additionally, the weighted average floating rate floor, based on fair value, of our debt investments was 0.8%. The Subscription Credit Facility, and Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II bear interest at variable interest rates with an interest rate floor of 0.0%. The 2023A Notes and April 2029 Notes bear interest at fixed rates. Athena CLO II bears interest at fixed and variable rates.
Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2023,March 31, 2024, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to 3-month reference rate and there are no changes in our investment and borrowing structure:

($ in thousands)($ in thousands)Interest IncomeInterest Expense
Net Income (1)
($ in thousands)Interest IncomeInterest Expense
Net Income (1)
Up 300 basis pointsUp 300 basis points$88,750 $47,837 $40,913 
Up 200 basis pointsUp 200 basis points$59,166 $31,892 $27,274 
Up 100 basis pointsUp 100 basis points$29,583 $15,946 $13,637 
Down 100 basis pointsDown 100 basis points$(29,583)$(15,946)$(13,637)
Down 100 basis points
Down 100 basis points
Down 200 basis pointsDown 200 basis points$(59,166)$(31,892)$(27,274)
Down 300 basis pointsDown 300 basis points$(88,750)$(47,837)$(40,913)

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(1) Excludes the impact of income based fees. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for more information on the income based fees.     
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We may in the future hedge against interest rate fluctuations by using hedging instruments such as interest rate swaps, futures, options, and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments.
Currency Risk
From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. We also have the ability to borrow in certain foreign currencies under our credit facilities. Instead of entering into a foreign currency forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment. To the extent the loan or investment is based on a floating rate other than a rate under which we can borrow under our credit facilities, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate.
Inflation Risk
Inflation is likely to continue in the near to medium-term, particularly in the United States, with the possibility that monetary policy may continue to tighten in response. Persistent inflationary pressures could affect our portfolio companiescompanies’ profit margins.
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Item 4. Controls and Procedures.
(a)Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.
(b)Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART IIII. OTHER INFORMATION
Item 1. Legal Proceedings
Neither we nor the Adviser are currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “ITEM 1A. RISK FACTORS” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Purchases of Equity Securities
Other than the share issues pursuant to our dividend reinvestment plan, we did not sell any unregistered equity securities, except as previously disclosed in certain Current Reports on Form 8-K filed with the SEC. On August 15, 2023,January 31, 2024, pursuant to our dividend reinvestment plan, we issued 216,221282,231 shares of our common stock, at a price of $14.83$15.03 per share, to stockholders of record as of June 30,December 29, 2023 that did not opt out of our dividend reinvestment plan in order to satisfy the reinvestment portion of our dividends. This issuance was not subject to the registration requirements of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Articles of Amendment
Effective as of July 6, 2023, the Company amended its charter to change the Company's name from Owl Rock Core Technology Finance Corp. II to Blue Owl Technology Finance Corp. II. The Company effected the name change by filing Articles of Amendment (the "Amendment") with the State Department of Assessments and Taxation of Maryland. A copy of our Articles of Amendment and Restatement, as further amended by the Amendment, is filed as Exhibit 3.1 to this report.

Rule 10b5-1 Trading Plans
During the fiscal quarter ended September 30, 2023,March 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
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Item 6. Exhibits, Financial Statement SchedulesSchedules.
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
Exhibit
Number
Description of Exhibits
3.1
3.2
10.14.1
10.24.2
10.3
10.4
4.3
4.4
4.5
10.1*
31.1*
31.2*
32.1**
32.2**
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
____________________
*Filed herein
**Furnished herein.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Blue Owl Technology Finance Corp. II
Date: November 8, 2023May 9, 2024By:/s/ Craig W. Packer
Craig W. Packer
Chief Executive Officer
Blue Owl Technology Finance Corp. II
Date: November 8, 2023May 9, 2024By:/s/ Jonathan Lamm
Jonathan Lamm
Chief Operating Officer and Chief Financial Officer

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