UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2019 (June 6, 2019)
OWL ROCK TECHNOLOGY FINANCE CORP.
(Exact name of Registrant as Specified in Its Charter)
Maryland | | 000-55977 | | 83-1273258 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
399 Park Avenue,
38th Floor
New York, NY | | 10022 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 419-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company x
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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
None | | None | | None |
Item 1.01 — Entry into a Material Definitive Agreement
On June 6, 2019, Owl Rock Technology Finance Corp. (the “Company”), a Maryland corporation, entered into the First Amendment to Senior Secured Revolving Credit Agreement (the “Amendment”) which amended that certain Senior Secured Revolving Credit Agreement, dated November 19, 2018, among the Company, Wells Fargo Bank, National Association, as the administrative agent (in such capacity, the “Administrative Agent”), letter of credit issuer, sole bookrunner, sole lead arranger, and a lender, and the other parties party thereto from time to time (the facility as amended, the “Revolving Credit Facility”). Among other changes, the Amendment (a) increased the accordion feature, which allows the Company, under certain circumstances, to increase the size of the Revolving Credit Facility, from $1 billion to $1.1 billion; (b) added a financial covenant requiring that the fair market value of the Company’s investments be equal to or greater than 85% of the aggregate cost assigned to such investments on the Company’s financial statements, and (c) added a financial covenant requiring that from June 30, 2019 until the earlier of (i) the “Final Closing Date” as such term is defined in the form of subscription agreement for the Company and (ii) June 30, 2020 (or such later date as requested by the Company and agreed to by the Administrative Agent), the value of the Company’s total assets over its total liabilities be greater than $500 million.
The foregoing description is only a summary of certain of the provisions of the Amendment and is qualified in its entirety by the underlying agreement, which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.
Item 2.03 — Creation of a Direct Financial Obligation
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Owl Rock Technology Finance Corp. |
| |
June 10, 2019 | By: | /s/ Alan Kirshenbaum |
| | Name: | Alan Kirshenbaum |
| | Title: | Chief Operating Officer and Chief Financial Officer |
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