Item 1.01. Entry into a Material Definitive Agreement.
On November 15, 2022, Owl Rock Technology Finance Corp. (the “Company”), a Maryland corporation, entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “A&R Facility”), which amends and restates in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of March 15, 2019 (as amended, restated, supplemented or otherwise modified prior to November 15, 2022, the “Existing Facility”). The parties to the A&R 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 JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Truist Securities, Inc. and ING Capital LLC, as Joint Bookrunners. The A&R Facility provides for, among other things, (a) an upsize of the swingline subfacility from $50 million to $200 million, (b) an extension of the revolver availability period from September 2025 to November 2026 (the “Commitment Termination Date”), (c) an extension of the scheduled maturity date from September 2026 to November 2027 (the “Maturity Date”), (d) removal of all maintenance financial covenants other than the minimum shareholders’ equity test and the asset coverage ratio test, (e) a reset of the minimum shareholders’ equity test and (f) the replacement of the LIBOR benchmark provisions under the Existing Facility with term SOFR benchmark provisions.
The A&R Facility is guaranteed by each of OR Tech Lending LLC, ORT KB LLC, ORTF BC 1 LLC, ORTF BC 2 LLC, ORTF BC 3 LLC, ORTF BC 4 LLC, ORTF BC 5 LLC and ORTF BC 6 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 in the future (collectively, the “Guarantors”). Proceeds of the A&R Facility may be used for general corporate purposes, including the funding of portfolio investments.
The initial maximum principal amount of the A&R Facility is $1,040,000,000, subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the A&R Facility may be increased to $1,560,000,000 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 A&R Facility 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.
During the period from the Commitment Termination Date to the Maturity Date, the Company will be obligated to make mandatory prepayments under the A&R 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 A&R 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 A&R 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 A&R Facility.
The A&R 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 foregoing description of the A&R Facility is not complete and is qualified in its entirety by reference to the full text of such agreement, which is attached hereto as Exhibit 10.1.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
