Owl Rock Technology Finance (OWL ROCK T) 10-Q 2019 Q3 Quarterly report

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, 2019

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 000-55977

OWL ROCK TECHNOLOGY FINANCE CORP.

(Exact name of Registrant as specified in its Charter)

Maryland	83-1273258
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
399 Park Avenue, 38th Floor New York, New York	10022
(Address of principal executive offices)	(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 class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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 ☒  NO ☐

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 ☐  NO ☐

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 definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Small reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES ☐  NO ☒

As of November 5, 2019, the registrant had 45,870,973 shares of common stock, $0.01 par value per share, outstanding.

i

Table of Contents

		Page
PART I	CONSOLIDATED FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	2
	Consolidated Statements of Assets and Liabilities as of September 30, 2019 (Unaudited) and December 31, 2018	2
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)	3
	Consolidated Schedule of Investments as of September 30, 2019 (Unaudited) and December 31, 2018	4
	Consolidated Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)	10
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (Unaudited)	11
	Notes to Consolidated Financial Statements (Unaudited)	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 4.	Controls and Procedures	54
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	55
Item 6.	Exhibits	56
Signatures		57

ii

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 Owl Rock Technology Finance Corp. (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;

• an economic downturn could also impact availability and pricing of our financing;

• a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;

• interest rate volatility could adversely affect our results, particularly if we elect to 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 business prospects and the prospects of our portfolio companies;

• our contractual arrangements and relationships with third parties;

• the ability of our portfolio companies to achieve their objectives;

• competition with other entities and our affiliates for investment opportunities;

• the speculative and illiquid nature of our investments;

• 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 Owl Rock Technology Advisors 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”);

• the effect of legal, tax and regulatory changes; 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 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 “1934 Act”).

1

Owl Rock Technology Finance Corp.

Consolidated Statements of Assets and Liabilities

(Amounts in thousands, except share and per share amounts)

(Unaudited)

	September 30, 2019 (Unaudited)			December 31, 2018
Assets
Non-controlled/non-affiliated investments at fair value (amortized cost of $1,341,757      and $263,885, respectively)	$	1,338,605		$	262,833
Cash		126,703			323,035
Interest receivable		7,714			1,792
Subscription receivable		3,344			—
Receivable for investments sold		1,506			—
Prepaid expenses and other assets		340			575
Total Assets	$	1,478,212		$	588,235
Liabilities
Debt (net of unamortized debt issuance costs of $7,091 and $2,445, respectively)	$	768,462		$	297,555
Management fee payable		6,119			1,948
Distribution payable		11,650			—
Incentive fee payable		1,242			—
Payables to affiliates		892			916
Payable for investments purchased		15,125			1,106
Accrued expenses and other liabilities		2,064			—
Total Liabilities	$	805,554		$	301,525
Commitments and contingencies (Note 7)
Net Assets
Common shares $0.01 par value, 500,000,000 shares authorized; 45,870,973 and    19,739,051 shares issued and outstanding, respectively	$	459		$	197
Additional paid-in-capital		674,395			287,922
Total distributable earnings (losses)		(2,196	)		(1,409	)
Total Net Assets	$	672,658		$	286,710
Total Liabilities and Net Assets	$	1,478,212		$	588,235
Net Asset Value Per Share	$	14.66		$	14.53

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

2

Owl Rock Technology Finance Corp.

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,
	2019			2018(1)			2019			2018(1)
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income	$	26,017		$	200		$	51,905		$	200
Other income		1,158			—			1,491			—
Total investment income from non-controlled, non-affiliated investments:		27,175			200			53,396			200
Total Investment Income		27,175			200			53,396			200
Expenses
Initial organization	$	—		$	319		$	—		$	319
Interest expense		7,317			—			14,027			—
Management fees		6,119			199			15,274			199
Incentive fees		1,012			—			1,242			—
Professional fees		485			244			2,118			244
Directors' fees		178			65			444			65
Other general and administrative		613			227			1,565			227
Total Expenses		15,724			1,054			34,670			1,054
Net Investment Income (Loss) Before Taxes		11,451			(854	)		18,726			(854	)
Excise tax expense		41			—			67			—
Net Investment Income (Loss) After Taxes		11,410			(854	)		18,659			(854	)
Net Change in Unrealized Gain (Loss)
Non-controlled, non-affiliated investments	$	(5,298	)	$	(2	)	$	(2,053	)	$	(2	)
Translation of assets and liabilities in foreign currencies		1			—			(7	)		—
Total Net Change in Unrealized Gain (Loss)		(5,297	)		(2	)		(2,060	)		(2	)
Net Realized Gain (Loss):
Non-controlled, non-affiliated investments	$	1,506		$	—		$	1,560		$	—
Foreign currency transactions		(1	)		—			56			—
Total Net Realized Gain (Loss)		1,505			—			1,616			—
Net Increase (Decrease) in Net Assets Resulting from Operations	$	7,618		$	(856	)	$	18,215		$	(856	)
Earnings (Loss) Per Share - Basic and Diluted	$	0.18		$	(0.35	)	$	0.56		$	(0.35	)
Weighted Average Shares Outstanding - Basic and Diluted		41,960,853			2,426,523			32,575,532			2,426,523

________________

(1) Reflects the period from July 12, 2018 (inception) through September 30, 2018.

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

3

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of September 30, 2019

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(15)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost(2)(3)			Fair Value			Percentage of Net Assets
Non-controlled/non-affiliated portfolio company debt investments
Aerospace and defense
Space Exploration Technologies Corp.(4)(5)(9)	First lien senior secured loan	L + 4.25%	11/21/2025	$	24,813	$	24,593		$	24,440			3.6	%
					24,813		24,593			24,440			3.6	%
Buildings and real estate
Cheese Acquisition, LLC(4)(6)(9)	First lien senior secured loan	L + 4.75%	11/28/2024		37,588		37,082			37,025			5.5	%
Cheese Acquisition, LLC(4)(9)(11)(12)	First lien senior secured revolving loan	L + 4.75%	11/28/2023		-		(47	)		(68	)		-	%
Imperial Parking Canada(4)(8)(9)	First lien senior secured loan	C + 5.00%	11/28/2024		7,505		7,439			7,393			1.1	%
					45,093		44,474			44,350			6.6	%
Business services
Apptio, Inc.(4)(6)(9)	First lien senior secured loan	L + 7.25%	1/10/2025		49,091		48,191			48,353			7.2	%
Apptio, Inc.(4)(9)(11)(12)	First lien senior secured revolving loan	L + 7.25%	1/10/2025		-		(58	)		(49	)		-	%
Certify, Inc.(4)(5)	First lien senior secured loan	L + 5.75%	2/28/2024		50,194		49,608			49,441			7.4	%
Certify, Inc.(4)(5)(11)(13)	First lien senior secured delayed draw term loan	L + 5.75%	2/28/2020		2,282		2,220			2,213			0.3	%
Certify, Inc.(4)(11)(12)	First lien senior secured revolving loan	L + 5.75%	2/28/2024		-		(26	)		(34	)		-	%
Circle Internet Services, Inc.(4)(5)	First lien senior secured loan	L + 8.00%	5/17/2023		15,000		14,872			14,550			2.2	%
Circle Internet Services, Inc.(4)(11)(12)(13)	First lien senior secured delayed draw term loan	L + 8.00%	11/17/2019		-		(91	)		(300	)		-	%
ConnectWise, LLC(4)(6)(9)	First lien senior secured loan	L + 5.50%	2/28/2025		119,401		118,026			118,206			17.5	%
ConnectWise, LLC(4)(9)(11)(12)	First lien senior secured revolving loan	L + 5.50%	2/28/2025		-		(144	)		(128	)		-	%
Hyland Software, Inc.(4)(5)(10)	Second lien senior secured loan	L + 7.00%	7/7/2025		16,450		16,503			16,481			2.5	%
GS Acquisitionco, Inc. (dba insightsoftware)(4)(5)	First lien senior secured loan	L + 5.75%	5/24/2024		17,120		16,912			16,906			2.5	%
GS Acquisitionco, Inc. (dba insightsoftware)(4)(5)(11)(13)	First lien senior secured delayed draw term loan	L + 5.75%	8/2/2021		1,292		1,203			1,200			0.2	%
GS Acquisitionco, Inc. (dba insightsoftware)(4)(5)(11)	First lien senior secured revolving loan	L + 5.75%	5/24/2024		380		357			356			0.1	%
Kaseya Traverse Inc.(4)(6)	First lien senior secured loan	L + 5.50%  (1.00% PIK)	5/3/2025		29,099		28,553			28,372			4.2	%
Kaseya Traverse Inc.(4)(6)(11)	First lien senior secured revolving loan	L + 6.50%	5/3/2025		700		654			639			0.1	%
Kaseya Traverse Inc.(4)(6)(11)	First lien senior secured delayed draw term loan	L + 5.50%  (1.00% PIK)	5/3/2025		455		418			398			0.1	%
Paysimple, Inc.(4)(5)	First lien senior secured loan	L + 5.50%	8/23/2025		45,300		44,401			44,394			6.6	%
Paysimple, Inc.(4)(11)(13)	First lien senior secured delayed draw term loan	L + 5.50%	8/23/2020		-		-			-			-	%
					346,764		341,599			340,998			50.9	%

4

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of September 30, 2019

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(15)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost(2)(3)			Fair Value			Percentage of Net Assets
Data and information services
Litera Bidco LLC(4)(7)(9)	First lien senior secured loan	L + 5.75%	5/31/2026		86,626		85,443			85,542			12.6	%
Litera Bidco LLC(4)(9)(11)(12)	First lien senior secured revolving loan	L + 5.75%	5/31/2025		-		(99	)		(103	)		-	%
					86,626		85,344			85,439			12.6	%
Education
2U, Inc.(4)(5)(9)	First lien senior secured loan	L + 5.75%	5/22/2024		85,000		83,801			83,300			12.3	%
Dude Solutions Holdings, Inc.(4)(5)	First lien senior secured loan	L + 7.00%	6/14/2025		53,077		51,928			51,617			7.7	%
Dude Solutions Holdings, Inc.(4)(11)(12)	First lien senior secured revolving loan	L + 7.00%	6/14/2025		-		(148	)		(190	)		-	%
Lightning Midco, LLC (dba Vector Solutions)(4)(6)(9)	First lien senior secured loan	L + 5.50%	11/21/2025		84,619		83,859			83,350			12.4	%
Lightning Midco, LLC (dba Vector Solutions)(4)(6)(9)(11)(13)	First lien senior secured delayed draw term loan	L + 5.50%	11/23/2020		18,437		18,264			18,141			2.7	%
Lightning Midco, LLC (dba Vector Solutions)(4)(6)(9)(11)	First lien senior secured revolving loan	L + 5.50%	11/21/2023		5,968		5,886			5,819			0.9	%
					247,101		243,590			242,037			36.0	%
Financial services
Transact Holdings, Inc.(4)(6)(9)	First lien senior secured loan	L + 4.75%	4/30/2026		9,000		8,870			8,820			1.3	%
					9,000		8,870			8,820			1.3	%
Healthcare providers and services
RxSense Holdings, LLC(4)(5)(9)	First lien senior secured loan	L + 6.00%	2/15/2024		45,990		45,373			45,300			6.7	%
RxSense Holdings, LLC(4)(5)(9)(11)	First lien senior secured revolving loan	L + 6.00%	2/15/2024		1,415		1,378			1,373			0.2	%
					47,405		46,751			46,673			6.9	%
Healthcare technology
VVC Holding Corp. (dba Athenahealth, Inc.)(4)(6)(9)(10)	First lien senior secured loan	L + 4.50%	2/11/2026		39,800		39,056			39,653			5.9	%
Bracket Intermediate Holding Corp.(4)(5)(9)	Second lien senior secured loan	L + 8.13%	9/5/2026		20,000		19,636			19,600			2.9	%
Definitive Healthcare Holdings, LLC(4)(6)(9)	First lien senior secured loan	L + 5.50%	7/16/2026		98,014		97,058			97,034			14.4	%
Definitive Healthcare Holdings, LLC(4)(9)(11)(12)	First lien senior secured delayed draw term loan	L + 5.50%	7/16/2026		-		(105	)		(105	)		-	%
Definitive Healthcare Holdings, LLC(4)(9)(11)(12)	First lien senior secured revolving loan	L + 5.50%	7/16/2024		-		(52	)		(54	)		-	%
Interoperability Bidco, Inc.(4)(5)(9)	First lien senior secured loan	L + 5.75%	6/25/2026		96,259		95,091			95,056			14.0	%
Interoperability Bidco, Inc.(4)(9)(11)(12)(13)	First lien senior secured delayed draw term loan	L + 5.75%	6/25/2021		-		(12	)		(13	)		-	%
Interoperability Bidco, Inc.(4)(9)(11)(12)	First lien senior secured revolving loan	L + 5.75%	6/25/2024		-		(59	)		(63	)		-	%
					254,073		250,613			251,108			37.2	%
Insurance
Integrity Marketing Acquisition, LLC(4)(6)(9)	First lien senior secured loan	L + 5.75%	8/27/2025		34,487		33,976			33,970			5.1	%
Integrity Marketing Acquisition, LLC(4)(9)(11)(12)(13)	First lien senior secured delayed draw term loan	L + 5.75%	12/27/2019		-		(83	)		(83	)		-	%

5

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of September 30, 2019

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(15)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost(2)(3)			Fair Value			Percentage of Net Assets
Integrity Marketing Acquisition, LLC(4)(9)(11)(12)(13)	First lien senior secured delayed draw term loan	L + 5.75%	2/27/2021		-		(50	)		(50	)		-	%
Integrity Marketing Acquisition, LLC(4)(9)(11)(12)	First lien senior secured revolving loan	L + 5.75%	8/27/2025		-		(55	)		(56	)		-	%
					34,487		33,788			33,781			5.1	%
Leisure and entertainment
MINDBODY, Inc.(4)(5)(9)	First lien senior secured loan	L + 7.00%	2/14/2025		67,857		67,234			67,179			10.0	%
MINDBODY, Inc.(4)(9)(11)(12)	First lien senior secured revolving loan	L + 7.00%	2/14/2025		-		(64	)		(71	)		-	%
					67,857		67,170			67,108			10.0	%
Oil and gas
3ES Innovation Inc. (dba Aucerna)(4)(7)(9)	First lien senior secured loan	L + 5.75%	5/13/2025		47,332		46,770			46,504			6.9	%
3ES Innovation Inc. (dba Aucerna)(4)(9)(11)(12)	First lien senior secured revolving loan	L + 5.75%	5/13/2025		-		(54	)		(80	)		-	%
Project Power Buyer, LLC (dba PEC-Veriforce)(4)(6)(9)	First lien senior secured loan	L + 5.75%	5/14/2026		38,653		38,190			37,977			5.6	%
Project Power Buyer, LLC (dba PEC-Veriforce)(4)(9)(11)(12)	First lien senior secured revolving loan	L + 5.75%	5/14/2025		-		(44	)		(66	)		-	%
					85,985		84,862			84,335			12.5	%
Professional services
Gerson Lehrman Group, Inc.(4)(5)(9)	First lien senior secured loan	L + 4.25%	12/12/2024		53,305		52,832			52,504			7.8	%
Gerson Lehrman Group, Inc.(4)(9)(11)(12)	First lien senior secured revolving loan	L + 4.25%	12/12/2024		-		(32	)		(56	)		-	%
					53,305		52,800			52,448			7.8	%
Total non-controlled/non-affiliated portfolio company debt investments				$	1,302,509	$	1,284,454		$	1,281,537			190.5	%
Non-controlled/non-affiliated portfolio company equity investments
Business services
Circle Internet Services, Inc.(14)	Series D Preferred Stock				2,934,961		15,000			15,000			2.2	%
Circle Internet Services, Inc.(14)	Warrants				244,580		-			424			0.1	%
SLA Eclipse Co-Invest, L.P.(14)	Series B Preferred Stock				1,641,929		15,125			15,000			2.2	%
							30,125			30,424			4.5	%
eCommerce and digital marketplaces
Poshmark, Inc. (14)	LLC Interest				303,529		5,162			4,644			0.7	%
							5,162			4,644			0.7	%
Financial services
eShares, Inc. (dba Carta)(14)	Series E Preferred Stock				186,904		2,008			2,000			0.3	%
Remitly Global, Inc (14)	Series E Preferred Stock				1,678,810		10,008			10,000			1.5	%
							12,016			12,000			1.8	%
Technology infrastructure
Algolia, Inc.(14)	Series C Preferred Stock				323,427		10,000			10,000			1.5	%
							10,000			10,000			1.5	%
Total non-controlled/non-affiliated portfolio company equity investments						$	57,303		$	57,068			8.5	%
Total Investments						$	1,341,757		$	1,338,605			199.0	%

6

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of September 30, 2019

(Amounts in thousands, except share amounts)

(Unaudited)

________________

(1) Unless otherwise indicated, all investments are considered Level 3 investments.

(2) The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(3) The tax cost of the Company’s investments approximates their amortized cost.

(4) 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-, two-, three- or six-month LIBOR) 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.

(5) The interest rate on these loans is subject to 1 month LIBOR, which as of September 30, 2019 was 2.02%.

(6) The interest rate on these loans is subject to 3 month LIBOR, which as of September 30, 2019 was 2.09%.

(7) The interest rate on these loans is subject to 6 month LIBOR, which as of September 30, 2019 was 2.06%.

(8) The interest rate on these loans is subject to 3 month Canadian Dollar Offered Rate (“CDOR” or “C”), which as of September 30, 2019 was 2.0%.

(9) 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.”

(10) Level 2 investment.

(11) Position or portion thereof is an unfunded loan commitment. See Note 7 “Commitments and Contingencies”.

(12) 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.

(13) 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.

(14) Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities” under the Securities Act. As of September 30, 2019, the aggregate fair value of these securities is $57.1 million or 8.5% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio Company	Investment	Acquisition Date
Algolia, Inc.	Series C Preferred Stock	August 30, 2019
Circle Internet Services, Inc.	Series D Preferred Stock	May 20, 2019
Circle Internet Services, Inc.	Warrants	May 20, 2019
eShares, Inc. (dba Carta)	Series E Preferred Stock	August 1, 2019
SLA Eclipse Co-Invest, L.P.	Series B Preferred Stock	September 30, 2019
Poshmark, Inc.	LLC Interest	February 28, 2019
Remitly Global, Inc	Series E Preferred Stock	May 30, 2019

(15) Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility.  See Note 6 “Debt”.

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

7

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of December 31, 2018

(Amounts in thousands, except share amounts)

Company(1)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost(2)(3)			Fair Value			Percentage of Net Assets
Non-controlled/non-affiliated portfolio company debt investments
Aerospace and defense
Space Exploration Technologies Corp.(4)(5)(8)(13)	First lien senior secured loan	L + 4.25%	11/21/2025	$	25,000	$	24,751		$	24,750			8.6	%
Buildings and real estate
Cheese Acquisition, LLC(4)(6)(8)(13)	First lien senior secured loan	L + 4.75%	11/28/2024	$	14,416	$	14,238		$	14,235			5.0	%
Cheese Acquisition, LLC(4)(8)(10)(11)(12)(13)	First lien senior secured delayed draw term loan	L + 4.75%	4/19/2020		-		(172	)		(39	)		-	%
Cheese Acquisition, LLC(4)(8)(10)(11)(13)	First lien senior secured revolving loan	L + 4.75%	11/28/2023		-		(56	)		(57	)		-	%
					14,416		14,010			14,139			5.0	%
Education
Lightning Midco, LLC (dba Vector Solutions)(4)(6)(8)(13)	First lien senior secured loan	L + 5.50%	11/21/2025	$	85,258	$	84,419		$	84,407			29.4	%
Lightning Midco, LLC (dba Vector Solutions)(4)(7)(8)(10)(12)(13)	First lien senior secured delayed draw term loan	P + 4.50%	11/23/2020		5,472		5,277			5,274			1.9	%
Lightning Midco, LLC (dba Vector Solutions)(4)(8)(10)(11)(13)	First lien senior secured revolving loan	L + 5.50%	11/21/2023		-		(97	)		(99	)		-	%
					90,730		89,599			89,582			31.3	%
Healthcare technology
Bracket Intermediate Holding Corp.(4)(6)(8)(13)	First lien senior secured loan	L + 4.25%	9/5/2025	$	11,970	$	11,912		$	11,880			4.1	%
Bracket Intermediate Holding Corp.(4)(6)(8)(13)	Second lien senior secured loan	L + 8.13%	9/5/2026		20,000		19,611			19,550			6.8	%
					31,970		31,523			31,430			10.9	%
Professional services
Gerson Lehrman Group, Inc.(4)(6)(8)(13)	First lien senior secured loan	L + 4.25%	12/12/2024	$	74,797	$	74,054		$	74,049			25.8	%
Gerson Lehrman Group, Inc.(4)(8)(10)(11)(13)	First lien senior secured revolving loan	L + 4.25%	12/12/2024		-		(52	)		(52	)		-	%
					74,797		74,002			73,997			25.8	%
Transportation
Uber Technologies, Inc.(8)(9)(13)(14)	Unsecured notes	7.50%	11/1/2023	$	12,000	$	12,000		$	11,588			4.0	%
Uber Technologies, Inc.(8)(9)(13)(14)	Unsecured notes	8.00%	11/1/2026		18,000		18,000			17,347			6.1	%
					30,000		30,000			28,935			10.1	%
Total non-controlled/non-affiliated portfolio company debt investments					266,913		263,885			262,833			91.7	%
Total Investments				$	266,913	$	263,885		$	262,833			91.7	%

________________

(1) Unless otherwise indicated, all investments are considered Level 3 investments.

(2) The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(3) The tax cost of the Company’s investments approximates their amortized cost.

(4) 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-, two-, three- or six-month LIBOR) 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.  

(5) The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2018 was 2.50%.

(6) The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2018 was 2.81%.

(7) The interest rate on these loans is subject to Prime, which as of December 31, 2018 was 5.50%.

(8) 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”.

(9) Level 2 investment.

8

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of December 31, 2018

(Amounts in thousands, except share amounts)

(10) Position or portion thereof is an unfunded loan commitment. See Note 7 “Commitments and Contingencies”.

(11) 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.

(12) 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.

(13) Represents co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions”.

(14) Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities under the Securities Act. As of December 31, 2018, the aggregate fair value of these securities is $28.9 million or 10.1% of the Company’s net assets.

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

9

Owl Rock Technology Finance Corp.

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,
	2019			2018(1)			2019			2018(1)
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)	$	11,410		$	(854	)	$	18,659		$	(854	)
Net change in unrealized gain (loss)		(5,297	)		(2	)		(2,060	)		(2	)
Realized gain (loss)		1,505			—			1,616			—
Net Increase (Decrease) in Net Assets Resulting from Operations		7,618			(856	)		18,215			(856	)
Distributions
Distributions declared from earnings		(11,650	)		—			(19,002	)		—
Net Decrease in Net Assets Resulting from Shareholders' Distributions		(11,650	)		—			(19,002	)		—
Capital Share Transactions
Issuance of common shares	$	59,976		$	159,964		$	384,444		$	159,964
Reinvestment of distributions		1,806			—			2,291			—
Net Increase in Net Assets Resulting from Capital Share Transactions		61,782			159,964			386,735			159,964
Total Increase in Net Assets		57,750			159,108			385,948			159,108
Net Assets, at beginning of period		614,908			—			286,710			—
Net Assets, at end of period	$	672,658		$	159,108		$	672,658		$	159,108

________________

(1) Reflects the period from July 12, 2018 (inception) through September 30, 2018.

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

10

Owl Rock Technology Finance Corp.

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	For the Nine Months Ended September 30,
	2019			2018(1)
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations	$	18,215		$	(856	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net		(1,194,639	)		(31,540	)
Proceeds from investments, net		119,797			—
Net amortization of discount on investments		(1,232	)		(2	)
Net change in unrealized (gain) loss on investments		2,053			2
Net change in unrealized (gains) losses on translation of assets and liabilities in foreign currencies		7			—
Net realized (gain) loss		(1,560	)		—
Paid-in-kind interest		(237	)		—
Amortization of debt issuance costs		1,482			—
Amortization of offering costs		803			26
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable		(5,922	)		(197	)
(Increase) decrease in receivable for investments sold		(1,506	)		—
(Increase) decrease in prepaid expenses and other assets		(159	)		(58	)
Increase (decrease) in management fee payable		4,170			199
Increase (decrease) in incentive fee payable		1,242			—
Increase (decrease) in payables to affiliates		(24	)		583
Increase (decrease) in payable for investments purchased		14,019			—
Increase (decrease) in accrued expenses and other liabilities		2,065			429
Net cash used in operating activities		(1,041,426	)		(31,414	)
Cash Flows from Financing Activities
Borrowings on debt		1,900,065			—
Payments on debt		(1,424,472	)		—
Debt issuance costs		(6,127	)		—
Proceeds from issuance of common shares		381,100			140,081
Offering costs paid		(411	)		(203	)
Distributions paid		(5,061	)		—
Net cash provided by financing activities		845,094			139,878
Net increase (decrease) in cash		(196,332	)		108,464
Cash, beginning of period		323,035			—
Cash, end of period	$	126,703		$	108,464
Supplemental and Non-Cash Information
Interest expense paid	$	11,335		$	—
Distribution payable	$	11,650		$	—
Reinvestment of distributions during the period	$	2,291		$	—
Subscription receivable	$	3,344		$	19,883

________________

(1) Reflects the period from July 12, 2018 (inception) through September 30, 2018.

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

11

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization

Owl Rock Technology Finance Corp. (the “Company”) is a Maryland corporation formed on July 12, 2018. 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 intends to originate and invest insenior 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 isto 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 intends to invest in a broad range of established and high growth technology and life sciences-related companies that are capitalizing on the large and growing demand for technology products and services.  These companies use technology extensively to improve their 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, information technology, application or infrastructure software, financial services, data and analytics, security, cloud computing, communications, life sciences, healthcare, media, consumer electronics, semi-conductor, internet commerce and advertising, environmental, aerospace and defense industries and sectors.  Within each industry or sector, the Company intends 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.  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 is 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 September 24, 2018, the Company formed a wholly-owned subsidiary, OR Tech Lending LLC, a Delaware limited liability company. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.

Owl Rock Technology Advisors LLC (the “Adviser”) serves as the Company’s investment adviser. The Adviser is an indirect subsidiary of Owl Rock Capital Partners LP (“Owl Rock Capital Partners”). The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940. 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. 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 an Exchange Listing (as defined below) 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 August 10, 2018 (the “Initial Closing”). Prior to the listing of our common stock on a national securities exchange (an “Exchange Listing”), the Adviser may, in its sole discretion, permit one or more additional closings (“Subsequent Closings”) as additional Capital Commitments are obtained (the conclusion of all Subsequent Closings, if any, the “Final 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.

As of August 10, 2018, the Company commenced its loan origination and investment activities contemporaneously with the initial drawdown from investors in the Private Offering. In September 2018, the Company made its first portfolio company investment.

12

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

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, pursuant to the requirement on Form 10-Q under Articles 6, 10 and 12 of Regulation S-X. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements have been included. The Company was initially capitalized on August 7, 2018 and commenced operations on August 10, 2018. The Company’s fiscal year ends on December 31. The three and nine months ended September 30, 2018 as presented in the consolidated financial statements represent the period July 12, 2018 (inception) through September 30, 2018.

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.

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.

Investments for which market quotations are readily available are typically valued at the 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 Board, based on, among other things, the input of the Adviser, the Company’s audit committee and independent third-party valuation firm(s) engaged at the direction of the Board.

As part of the valuation process, the Board 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 Board considers whether the pricing indicated by the external event corroborates its valuation.

The Board 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 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. Agreed upon valuation recommendations are presented to the Audit Committee;

• The Audit Committee reviews the valuation recommendations and recommends values for each investment to the Board; and

• The Board reviews the recommended valuations and determines the fair value of each investment.

13

Owl Rock Technology Finance Corp.

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 quarter 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 Company 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 Company 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 Company, 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.

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

• 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 Revolving Credit 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.

14

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes amortization of discounts or premiums. 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 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. 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. As of September 30, 2019, no investments are on non-accrual status.

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 normally 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 our portfolio companies.

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 beginning with commencement of operations. 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.

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 straight-line method, which approximates 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.

15

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

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 period ending December 31, 2018 and intends to qualify as a RIC for the taxable year ending December 31, 2019. So long as the Company maintains its tax treatment as a RIC, it generally will not pay corporate-level U.S. federal income taxes 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 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.

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, 2018.  

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. Net realized 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.

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. Accordingly, the Company consolidated the accounts of the Company's wholly-owned subsidiaries in its consolidated financial statements.  All significant intercompany balances and transactions have been eliminated in consolidation.

New Accounting Pronouncements

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this ASU supersedes the revenue recognition requirements in Revenue Recognition (Topic 605). Under the updated guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period.

In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard.

In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, an update on identifying performance obligations and accounting for licenses of intellectual property.

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Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which includes amendments for enhanced clarification of the guidance.

In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Revenue from Contracts with Customers (Topic 606), the amendments in this update are of a similar nature to the items typically addressed in the technical corrections and improvements project.

Management has adopted the aforementioned accounting pronouncements and does not believe that they had a material effect on the accompanying consolidated financial statements.

Note 3. Agreements and Related Party Transactions

Administration Agreement

On August 10, 2018, 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.

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 until August 9, 2020 and from year to year thereafter 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 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.

For the three and nine months ended September 30, 2019, the Company incurred expenses of approximately $0.4 million and $1.0 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the three and nine months ended September 30, 2018, the Company incurred expenses of approximately $0.1 million and $0.1 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement

As of September 30, 2019 and December 31, 2018, amounts reimbursable to the Adviser pursuant to the Administration Agreement were $0.9 million and $0.9 million, respectively.

Investment Advisory Agreement

On August 10, 2018, 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.

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Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect until August 9, 2020 and will remain in effect from year-to-year thereafter 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.

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 and nine months ended September 30, 2019, management fees were $6.1 million and $15.3 million, respectively.  For the three and nine months ended September 30, 2018, management fees were $0.2 million and $0.2 million, respectively.

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 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.

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Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

For the three and nine months ended September 30, 2019, the Company incurred performance based incentive fees based on net investment income of $1.2 million and $1.2 million, respectively. The Company did not incur performance based incentives fees based on net investment income for the three and nine months ended September 30, 2018.  

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. We will accrue, but will not pay, a Capital Gains Incentive Fee with respect to unrealized appreciation because a Capital Gains Incentive Fee would be owed to the Adviser if we were to sell the relevant investment and realize a capital gain. 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 in 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.

For the three months ended September 30, 2019, the Company accrued performance based incentive fees based on capital gains of $(0.2) million. There were no performance based incentive fees based on capital gains accrued for the nine months ended September 30, 2019 or the three and nine months ended September 30, 2018.

Dealer Manager Agreement

On November 6, 2018, the Company and the Adviser entered into a dealer manager agreement (the “Dealer Manager Agreement”) with Owl Rock Capital Securities LLC (“Owl Rock Securities”), pursuant to which Owl Rock Securities and certain participating broker-dealers will solicit Capital Commitments in the Private Offerings. In addition, we have entered into a placement agent agreement (the “Placement Agent Agreement”) with Owl Rock Securities pursuant to which employees of Owl Rock Securities may conduct placement activities.

Owl Rock Securities, an affiliate of Owl Rock (as defined below), is registered as a broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority. Fees paid pursuant to these agreements will be paid by the Adviser.

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 intends to rely on exemptive relief that has been granted by the SEC to Owl Rock Capital Advisors LLC (“ORCA”) and certain of its affiliates to permit the Company to co-invest with other funds managed by the Adviser or its 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 exemptive relief, 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 of 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, and (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 which its affiliates are investing. The Adviser is under common control with ORCA and Owl Rock Private Fund Advisors LLC (“ORPFA”), which are also investment advisers and indirect subsidiaries of Owl Rock Capital Partners. The Adviser, ORCA, ORPFA and Owl Rock Capital Partners are referred to, collectively, as “Owl Rock.” Owl Rock’s investment allocation policy seeks to ensure equitable allocation of investment opportunities between the Company, Owl Rock Capital Corporation and Owl Rock Capital Corporation II, both of which are BDCs advised by ORCA, and/or other funds managed by the Adviser or its affiliates. As a result of exemptive relief, there could be significant overlap in the Company’s investment portfolio and investment portfolios of Owl Rock Capital Corporation, Owl Rock Capital Corporation II and/or other funds established by the Adviser or its affiliates that could avail themselves of the exemptive relief.

License Agreement

On August 10, 2018, the Company entered into a license agreement (the “License Agreement”) pursuant to which an affiliate of Owl Rock Capital Partners LP has granted the Company a non-exclusive license to use the name “Owl Rock.” Under the License Agreement, the Company has a right to use the Owl Rock name for so long as the Adviser or one of its affiliates remains the

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Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Company’s investment adviser. Other than with respect to this limited license, the Company will have no legal right to the “Owl Rock” name or logo.

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 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" 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.

Investments at fair value and amortized cost consisted of the following as of September 30, 2019 and December 31, 2018:

	September 30, 2019				December 31, 2018
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments	$	1,248,315	$	1,245,456	$	214,274	$	214,348
Second-lien senior secured debt investments		36,139		36,081		19,611		19,550
Unsecured debt investments		-		-		30,000		28,935
Equity investments		57,303		57,068		-		-
Total Investments	$	1,341,757	$	1,338,605	$	263,885	$	262,833

The industry composition of investments based on fair value as of September 30, 2019 and December 31, 2018 was as follows:

	September 30, 2019			December 31, 2018
Aerospace and defense		1.8	%		9.4	%
Buildings and real estate		3.3			5.4
Business services		27.7			-
Data and information services		6.4			-
eCommerce and digital marketplaces		0.3			-
Education		18.1			34.0
Financial services		1.6			-
Healthcare providers and services		3.5			-
Healthcare technology		18.8			12.0
Insurance		2.5			-
Leisure and entertainment		5.0			-
Oil and gas		6.3			-
Professional services		3.9			28.2
Technology infrastructure		0.8			-
Transportation		-			11.0
Total		100.0	%		100.0	%

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Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The geographic composition of investments based on fair value as of September 30, 2019 and December 31, 2018 was as follows:

	September 30, 2019			December 31, 2018
United States:
Midwest		7.6	%		-	%
Northeast		30.0			40.1
South		36.9			39.5
West		19.8			20.4
Canada		3.5			-
Ireland		2.2			-
Total		100.0	%		100.0	%

Note 5. Fair Value of Investments

Investments

The following tables present the fair value hierarchy of investments as of September 30, 2019 and December 31, 2018:

	Fair Value Hierarchy as of September 30, 2019
($ in thousands)	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	—	$	39,653	$	1,205,803	$	1,245,456
Second-lien senior secured debt investments		—		16,481		19,600		36,081
Equity		—		—		57,068		57,068
Total Investments at fair value	$	—	$	56,134	$	1,282,471	$	1,338,605

	Fair Value Hierarchy as of December 31, 2018
($ in thousands)	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	—	$	—	$	214,348	$	214,348
Second-lien senior secured debt investments		—		—		19,550		19,550
Unsecured debt investments		—		28,935		—		28,935
Total Investments at fair value	$	—	$	28,935	$	233,898	$	262,833

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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 three and nine months ended September 30, 2019 and 2018:

	As of and for the Three Months Ended September 30, 2019
($ in thousands)	First-lien senior secured debt investments			Second-lien senior secured debt investments			Equity			Total
Fair value, beginning of period	$	980,188		$	19,600		$	30,586		$	1,030,374
Purchases of investments, net		277,485			—			27,135			304,620
Proceeds from investments, net		(49,700	)		—			—			(49,700	)
Net change in unrealized gain (loss)		(2,803	)		(9	)		(653	)		(3,465	)
Net realized gains (losses)		23			—			—			23
Net amortization of discount on investments		610			9			—			619
Transfers into (out of) Level 3(1)		—			—			—			—
Fair value, end of period	$	1,205,803		$	19,600		$	57,068		$	1,282,471

________________

(1) Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.

	As of and for the Nine Months Ended September 30, 2019
($ in thousands)	First-lien senior secured debt investments			Second-lien senior secured debt investments		Equity			Total
Fair value, beginning of period	$	214,348		$	19,550	$	—		$	233,898
Purchases of investments, net		1,081,866			—		57,303			1,139,169
Proceeds from investments, net		(88,117	)		—		—			(88,117	)
Net change in unrealized gain (loss)		(3,528	)		24		(235	)		(3,739	)
Net realized gains (losses)		77			—		—			77
Net amortization of discount on investments		1,157			26		—			1,183
Transfers into (out of) Level 3(1)		—			—		—			—
Fair value, end of period	$	1,205,803		$	19,600	$	57,068		$	1,282,471

________________

(1) Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.

	As of and for the Three Months Ended September 30, 2018
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments			Total
Fair value, beginning of period	$	—	$	—		$	—
Purchases of investments, net		11,940		19,600			31,540
Proceeds from investments, net		—		—			—
Net change in unrealized gain (loss)		—		(2	)		(2	)
Net amortization of discount on investments		—		2			2
Transfers into (out of) Level 3(1)		—		—			—
Fair value, end of period	$	11,940	$	19,600		$	31,540

________________

(1) Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.

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Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

	As of and for the Nine Months Ended September 30, 2018
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments			Total
Fair value, beginning of period	$	—	$	—		$	—
Purchases of investments, net		11,940		19,600			31,540
Proceeds from investments, net		—		—			—
Net change in unrealized gain (loss)		—		(2	)		(2	)
Net amortization of discount on investments		—		2			2
Transfers into (out of) Level 3(1)		—		—			—
Fair value, end of period	$	11,940	$	19,600		$	31,540

________________

(1) Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.

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 three and nine months ended September 30, 2019 and 2018:

($ in thousands)	Net change in unrealized gain (loss) for the Three Months Ended September 30, 2019 on Investments Held at September 30, 2019			Net change in unrealized gain (loss) for the Three Months Ended September 30, 2018 on Investments Held at September 30, 2018
First-lien senior secured debt investments	$	(2,803	)	$	—
Second-lien senior secured debt investments		(9	)		(2	)
Equity investments		(653	)		—
Total Investments	$	(3,465	)	$	(2	)

($ in thousands)	Net change in unrealized gain (loss) for the Nine Months Ended September 30, 2019 on Investments Held at September 30, 2019			Net change in unrealized gain (loss) for the Nine Months Ended September 30, 2018 on Investments Held at September 30, 2018
First-lien senior secured debt investments	$	(3,532	)	$	—
Second-lien senior secured debt investments		24			(2	)
Equity investments		(235	)		—
Total Investments	$	(3,743	)	$	(2	)

23

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of September 30, 2019 and December 31, 2018. The tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.

	As of September 30, 2019
($ in thousands)	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)		Impact to Valuation from an Increase in Input
First-lien senior secured debt investments	$	1,012,291	Yield Analysis	Market Yield	6.8%-11.6% (8.5%)		Decrease
		193,512	Recent Transaction	Transaction Price	98.0%-100.0% (98.7%)		Increase
Second-lien senior secured debt investments	$	19,600	Yield Analysis	Market Yield	11.5% (11.5%)		Decrease
Equity	$	29,644	Market Approach	EBITDA Multiple	4.7x-7.7x (6.8x)		Increase
		27,000	Recent Transaction	Transaction Price		1.0	Increase
		424	Market Approach	ARR Multiple(1)	6.8x		Increase

(1) “ARR” is Annual Recurring Revenue.

	As of December 31, 2018
($ in thousands)	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)	Impact to Valuation from an Increase in Input
First-lien senior secured debt investments	$	11,880	Yield Analysis	Market Yield	7.5% (7.5%)	Decrease
		202,468	Recent Transaction	Transaction Price	98.8%-99.0% (99.0%)	Increase
Second-lien senior secured debt investments	$	19,550	Yield Analysis	Market Yield	12.4% (12.4%)	Decrease

The Company 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.

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 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 typically would be used.

24

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Financial Instruments Not Carried at Fair Value

The fair value of the Company’s credit facilities, which are categorized as Level 3 within the fair value hierarchy as of September 30, 2019 and December 31, 2018, approximates their carrying value. The carrying amounts of the Company’s assets and liabilities, other than investments at fair value, approximate fair value due to their short maturities or close proximity of the originations to the measurement date.

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 defined in the 1940 Act, is at least 150% after such borrowing. The Company’s asset coverage was 185% and 195% as of September 30, 2019 and December 31, 2018, respectively.

Debt obligations consisted of the following as of September 30, 2019 and December 31, 2018:

	September 30, 2019
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)(3)
Subscription Credit Facility	$	800,000	$	725,553	$	74,447	$	721,621
Revolving Credit Facility		305,000		50,000		255,000		46,841
Total Debt	$	1,105,000	$	775,553	$	329,447	$	768,462

________________

(1) The amount available reflects any limitations related to each credit facility’s borrowing base.

(2) The carrying value of our Subscription Credit Facility is presented net of unamortized debt issuance costs of $3.9 million.

(3) The carrying value of our Revolving Credit Facility is presented net of unamortized debt issuance costs of $3.2 million.

	December 31, 2018
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Subscription Credit Facility	$	350,000	$	300,000	$	50,000	$	297,555
Total Debt	$	350,000	$	300,000	$	50,000	$	297,555

________________

(1) The amount available reflects any limitations related to each credit facility’s borrowing base.

(2) The carrying value of our Subscription Credit Facility is presented net of unamortized debt issuance costs of $2.4 million.

For the three and nine months ended September 30, 2019 and 2018, the components of interest expense were as follows:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
($ in thousands)	2019			2018			2019			2018
Interest expense	$	6,640		$	—		$	12,545		$	—
Amortization of debt issuance costs		677			—			1,482			—
Total Interest Expense	$	7,317		$	—		$	14,027		$	—
Average interest rate		3.80	%		-	%		3.96	%		-	%
Average daily borrowings	$	647,914		$	-		$	387,615		$	-

The company entered into credit facilities subsequent to September 30, 2018, and therefore there was no interest expense for the three and nine months ended September 30, 2018.

25

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Subscription Credit Facility

On November 19, 2018 (the “Closing Date”), the Company entered into a revolving credit facility (the “Subscription Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) as administrative agent (the “Administrative Agent”), and Wells Fargo, PNC Bank, National Association (“PNC”), and State Street Bank and Trust Company (“State Street”), as lenders, with a maximum principal amount of the Subscription Credit Facility of $800 million, subject to availability under the borrowing base, which is based on unused capital commitments.

The maximum principal amount of the Subscription Credit Facility is $800 million (increased from $700 million on August 20, 2019; previously increased from $500 million to $700 million on June 24, 2019, $450 million to $500 million on March 8, 2019 and from $350 million to $450 million on February 25, 2019), 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 further increase the size of the Subscription Credit Facility under certain circumstances up to a maximum principal amount not to exceed an agreed amount, if the existing or new lenders agree to commit to such further increase, which is referred to as the accordion feature.

On June 6, 2019, the Company entered into the First Amendment to the Subscription Credit Facility. Among other changes, the Amendment (a) increased the accordion feature 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.

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 LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 1.50% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 0.50%, (B) the federal funds rate plus 1.00%, and (C) one-month LIBOR plus 1.50%.  The Company predominantly borrows utilizing LIBOR loans, generally electing one-month LIBOR upon borrowing. Loans may be converted from one rate 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 three (3) 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 our option, the Stated Maturity Date may be extended by up to 364 days subject to satisfaction of customary conditions.

The Subscription Credit Facility is secured by a perfected first priority security interest in the Company’s right, title, and interest in and to the capital commitments of the Company’s private investors, including the Company’s right to make capital calls, receive and apply capital contributions, enforce remedies and claims related thereto together with capital call proceeds and related rights, and a pledge of the collateral account into which capital call proceeds are deposited.

The Subscription Credit Facility contains customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to our shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions).  

Transfers of interests in the Company by investors must comply with certain sections of the Subscription Credit Facility and we shall notify the Administrative Agent before such transfers take place. Such transfers may trigger mandatory prepayment obligations.

26

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Revolving Credit Facility

On March 15, 2019, the Company, entered into a Senior Secured Revolving 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 (each a “Lender” and collectively, the “Lenders”) and SunTrust Robinson Humphrey, Inc. and ING Capital LLC as Joint Lead Arrangers and Joint Bookrunners, and SunTrust Bank as Administrative Agent.

The Revolving Credit Facility is guaranteed by OR Tech Lending LLC 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”).

The maximum principal amount of the Revolving Credit Facility is $305 million (increased from $280 million on July 26, 2019; previously increased on May 2, 2019 from $240 million to $280 million), subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $750 million through the exercise by the Borrower 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 $50 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.

The availability period under the Revolving Credit Facility will terminate on March 15, 2022 (“Commitment Termination Date”) and the Facility will mature on March 15, 2023 (“Maturity Date”). During the period from the Commitment Termination Date to the Maturity Date, the Company will be obligated to make mandatory prepayments under the 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 will bear interest at either LIBOR plus a 2.00%, or base rate plus 1.00%. The Company may elect either the LIBOR or prime rate at the time of drawdown, and loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. The Company predominantly borrows utilizing LIBOR loans, generally electing one-month LIBOR upon borrowing. The Company will also pay a fee of 0.375% on 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.

27

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 7. Commitments and Contingencies

Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments. As of September 30, 2019 and December 31, 2018, the Company had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company	Investment	September 30, 2019		December 31, 2018
($ in thousands)
3ES Innovation Inc. (dba Aucerna)	First lien senior secured revolving loan	$	4,580	$	—
Apptio, Inc.	First lien senior secured revolving loan		3,269		—
Certify, Inc.	First lien senior secured delayed draw term loan		4,563		—
Certify, Inc.	First lien senior secured revolving loan		2,282		—
Cheese Acquisition, LLC	First lien senior secured delayed draw term loan		—		31,039
Cheese Acquisition, LLC	First lien senior secured revolving loan		4,545		4,545
Circle Internet Services, Inc.	First lien senior secured delayed draw term loan		10,000		—
ConnectWise, LLC	First lien senior secured revolving loan		12,800		—
Definitive Healthcare Holdings, LLC	First lien senior secured delayed draw term loan		21,739		—
Definitive Healthcare Holdings, LLC	First lien senior secured revolving loan		5,435		—
Dude Solutions Holdings, Inc.	First lien senior secured revolving loan		6,923		—
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan		3,740		5,203
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured delayed draw term loan		12,159		—
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured revolving loan		1,520		—
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan		13,571		—
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan		8,205		—
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan		3,736		—
Interoperability Bidco, Inc.	First lien senior secured delayed draw term loan		10,000		—
Interoperability Bidco, Inc.	First lien senior secured revolving loan		5,000		—
Kaseya Traverse Inc.	First lien senior secured revolving loan		1,750		—
Kaseya Traverse Inc.	First lien senior secured delayed draw term loan		3,045		—
Lightning Midco, LLC (dba Vector Solutions)	First lien senior secured delayed draw term loan		1,309		14,356
Lightning Midco, LLC (dba Vector Solutions)	First lien senior secured revolving loan		3,946		9,914
Litera Bidco LLC	First lien senior secured revolving loan		8,250		—
MINDBODY, Inc.	First lien senior secured revolving loan		7,143		—
Paysimple, Inc.	First lien senior secured delayed draw term loan		14,700		—
Project Power Buyer, LLC (dba PEC-Veriforce)	First lien senior secured revolving loan		3,750		—
RxSense Holdings, LLC	First lien senior secured revolving loan		1,415		—
Total Unfunded Portfolio Company Commitments		$	179,375	$	65,057

28

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

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, 2019, the Company had $2.2 billion in total Capital Commitments from investors ($1.6 billion undrawn), of which $65.0 million is from entities affiliated with or related to the Adviser ($48.5 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.

As of December 31, 2018, the Company had $1.8 billion in total Capital Commitments from investors ($1.5 billion undrawn), of which $65.0 million is from entities affiliated with or related to the Adviser ($58.4 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, 2019, 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 August 7, 2018, the Company issued 100 common shares for $1,500 to Owl Rock Technology Advisors LLC, which subsequently became the Company’s Adviser on August 10, 2018.

The Company has entered into subscription agreements (the “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 capital call notice to its investors.

During the nine months ended September 30, 2019, the Company delivered the following capital call notices to investors:

Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued		Aggregate Offering Price ($ in millions)
September 16, 2019	September 27, 2019		4,025,213	$	59.9
May 15, 2019	May 29, 2019		10,112,871		149.5
March 15, 2019	March 28, 2019		11,838,390		175.0
Total			25,976,474	$	384.4

During the nine months ended September 30, 2018, the Company delivered the following capital call notices to investors:

Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued		Aggregate Offering Price ($ in millions)
September 13, 2018	September 26, 2018		8,168,133	$	120.0
August 20, 2018	August 30, 2018		2,666,667		40.0
Total			10,834,800	$	160.0

29

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Distributions

The following table reflects the distributions declared on shares of the Company’s common stock during the nine months ended September 30, 2019:

	September 30, 2019
Date Declared	Record Date	Payment Date	Distribution per Share
August 7, 2019	September 30, 2019	November 15, 2019	$	0.25
May 8, 2019	June 30, 2019	August 15, 2019	$	0.14
February 27, 2019	March 31, 2019	May 15, 2019	$	0.05

On October 30, 2019, the Board declared a distribution of 90% of estimated fourth quarter taxable income and net capital gains, if any, for shareholders of record on December 31, 2019, payable on or before January 31, 2020.

There were no distributions declared of the Company’s common stock during the nine months ended September 30, 2018.

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 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.

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the nine months ended September 30, 2019:

Date Declared	Record Date	Payment Date	Shares
May 8, 2019	June 30, 2019	August 15, 2019		122,495
February 27, 2019	March 31, 2019	May 15, 2019		32,953

There was no common stock issued pursuant to the dividend reinvestment plan during the nine months ended September 30, 2018.

Note 9. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings (loss) per common share for the three and nine months ended September 30, 2019 and 2018:

	Three Months Ended September 30,					Nine Months Ended September 30,
($ in thousands, except per share amounts)	2019		2018			2019		2018
Increase (decrease) in net assets resulting from operations	$	7,618	$	(856	)	$	18,215	$	(856	)
Weighted average shares of common stock    outstanding—basic and diluted		41,960,853		2,426,523			32,575,532		2,426,523
Earnings (loss) per common share-basic and diluted	$	0.18	$	(0.35	)	$	0.56	$	(0.35	)

30

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 10. Financial Highlights

The following are the financial highlights for a common share outstanding during the nine months ended September 30, 2019 and 2018:

	For the Nine Months Ended September 30,
($ in thousands, except share and per share amounts)	2019				2018
Per share data:
Net asset value, beginning of period	$	14.53			$	—
Net investment income (loss)(1)		0.57				(0.35	)
Net realized and unrealized gain (loss)		—				—
Total from operations		0.57				(0.35	)
Issuance of common stock		—				15.03
Distributions declared from net investment income(2)		(0.44	)			—
Total increase in net assets		0.13				14.68
Net asset value, end of period	$	14.66			$	14.68
Shares outstanding, end of period		45,870,973				10,834,900
Total Return(3)		4.0		%		(2.1	)	%
Ratios / Supplemental Data
Ratio of total expenses to average net assets(4)		4.1		%		6.6		%
Ratio of net investment income to average net assets(4)		3.0		%		(4.8	)	%
Net assets, end of period	$	672,658			$	159,108
Weighted-average shares outstanding		32,575,532				2,426,523
Total capital commitments, end of period	$	2,241,820			$	593,550
Ratio of total contributed capital to total committed capital, end of period		30.1		%		27.0		%
Portfolio turnover rate		13.5		%	N/A
Year of formation	2018				2018

________________

(1) The per share data was derived using the weighted average shares outstanding during the period.

(2) The per share data was derived using actual shares outstanding at the date of the relevant transactions.  

(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.

(4) The ratio reflects an annualized amount, except in the case of non-recurring expenses (e.g. initial organization expenses).  

Note 11. Subsequent Events

The Company’s management evaluated subsequent events through the date of issuance of these consolidated financial statements.  Other than those previously disclosed, there have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, these consolidated financial statements.

31

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 1. CONSOLIDATED FINANCIAL STATEMENTS”.  This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Owl Rock Technology Finance Corp. and involves numerous risks and uncertainties, including, but not limited to, those described in our Form 10-K for the fiscal year ended December 31, 2018 and 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

Owl Rock Technology Finance Corp. (the “Company”, “we”, “us” or “our”) is a Maryland corporation formed on July 12, 2018. We were formed primarily to originate and make debt and equity investments in technology-related companies based primarily in the United States. We intend to originate and invest insenior 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 isto 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.

The Company intends to invest in a broad range of established and high growth technology and life sciences-related companies that are capitalizing on the large and growing demand for technology products and services.  These companies use technology extensively to improve their 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, information technology, application or infrastructure software, financial services, data and analytics, security, cloud computing, communications, life sciences, healthcare, media, consumer electronics, semi-conductor, internet commerce and advertising, environmental, aerospace and defense industries and sectors.  Within each industry or sector, the Company intends 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.  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.

We are managed by Owl Rock Technology Advisors LLC (“the Adviser” or “our Adviser”). The Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940. 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. The Board consists of seven directors, four of whom are independent.

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 an Exchange Listing (as defined below) and the end of the Commitment Period (as defined below), investors are 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 deliver a drawdown notice to our investors. The initial closing of the Private Offering occurred on August 10, 2018 (the “Initial Closing”). As of September 30, 2019, we had $2.2 billion in total Capital Commitments from investors, of which $65.0 million is from entities affiliated with or related to our Adviser. Prior to the listing of our common stock on a national securities exchange (an “Exchange Listing”), the Adviser may, in its sole discretion, permit one or more additional closings (“Subsequent Closings”) as additional Capital Commitments are obtained (the conclusion of all Subsequent Closings, if any, the “Final 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 we have not consummated a listing of our common shares on a national securities exchange 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 (the “1940 Act”)) will use its commercially reasonable efforts to wind down and/or liquidate and dissolve the Company in an orderly manner.

32

Placement activities will be conducted by our officers and the Adviser. In addition, we may enter into agreements with placement agents or broker-dealers to solicit Capital Commitments. For example, the Company and the Adviser entered into a dealer manager agreement with Owl Rock Capital Securities LLC (“Owl Rock Securities”) pursuant to which Owl Rock Securities and certain participating broker-dealers will solicit Capital Commitments and the Company entered into a placement agent agreement with Owl Rock Securities pursuant to which employees of Owl Rock Securities may conduct placement activities. Owl Rock Securities, an affiliate of Owl Rock, 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 will solicit Capital Commitments. Fees paid pursuant to these agreements will be paid by our Adviser.

Owl Rock Capital Advisors LLC (“ORCA”), an affiliate of the Adviser, serves as investment adviser to Owl Rock Capital Corporation (NYSE: ORCC) and Owl Rock Capital Corporation II, both of which were formed under the laws of the State of Maryland and, like us, have elected to be treated as business development companies (“BDC”) under the 1940 Act. Owl Rock Private Fund Advisors LLC (“ORPFA”), an affiliate of the Adviser, services as investment adviser to Owl Rock First Lien Master Fund, L.P. The Adviser is under common control with ORCA and ORPFA, which are also investment advisers and indirect subsidiaries of Owl Rock Capital Partners. The Adviser, ORCA, ORPFA and Owl Rock Capital Partners are referred to, collectively, as “Owl Rock.”

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 intend to rely on exemptive relief, that has been granted by the SEC to Owl Rock Capital Advisors LLC and certain of its affiliates, to permit us to co-invest with other funds managed by the Adviser or certain of its affiliates, including Owl Rock Capital Corporation and Owl Rock Capital Corporation II, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such exemptive relief, 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, and (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. Owl Rock’s investment allocation policy seeks to ensure equitable allocation of investment opportunities between us, Owl Rock Capital Corporation, Owl Rock Capital Corporation II, and/or other funds managed by our Adviser or its affiliates. As a result of the exemptive relief, there could be significant overlap in our investment portfolio and the investment portfolio of Owl Rock Capital Corporation, Owl Rock Capital Corporation II and/or other funds established by the Adviser or its affiliates that could avail themselves of the exemptive relief.

On September 24, 2018, we formed a wholly-owned subsidiary, OR Tech Lending LLC, a Delaware limited liability company, which is intended to hold a California finance lenders license. OR Tech Lending LLC is intended to originate 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 intend to elect 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 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 and we have adopted a policy to invest, under normal circumstances at least 80% of the value of our total assets in “technology-related” business (as defined below).

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 insenior 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 isto 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. Since our Adviser’s affiliates began investment activities in April 2016 through September 30, 2019, our Adviser or its affiliates have originated $17.2 billion aggregate principal amount of investments across multiple industries, of which $15.7 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.

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We intend to invest in a broad range of established and high growth technology and life sciences-related companies that are capitalizing on the large and growing demand for technology products and services.  These companies use technology extensively to improve their 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, information technology, application or infrastructure software, financial services, data and analytics, security, cloud computing, communications, life sciences, healthcare, media, consumer electronics, semi-conductor, internet commerce and advertising, environmental, aerospace and defense industries and sectors.  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.

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. In addition, we may invest a portion of our portfolio in opportunistic investments, which will not be our primary focus, but will be intended to enhance returns to our Shareholders. These investments may include high-yield bonds and broadly-syndicated loans. 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 Financing typically means a senior secured loan provided to a portfolio company that is owned by a private-equity firm, has a mature business model, and is underwritten primarily on the basis of a multiple of EBITDA or cash flow. Growth Capital typically means an investment in an established, but rapidly growing business that is owned by, or received an equity investment from, one or more growth equity or venture capital firms, and is underwritten on the basis of something other than a multiple of EBITDA (for example, a multiple of recurring revenue).

As of September 30, 2019, our average investment size in each of our portfolio companies was approximately $46.2 million based on fair value. As of September 30, 2019, investments we classify as Traditional Financing represented 73.0% of our total debt portfolio based on fair value and these portfolio companies had weighted average annual revenue of $304 million, weighted average annual EBITDA of $90 million and a weighted average enterprise value of $2.2 billion. As of September 30, 2019, investments we classify as Growth Capital represented 27.0% of our total debt portfolio based on fair value and these portfolio companies had weighted average annual revenue of $257 million and a weighted average enterprise value of $1.3 billion.

The companies in which we invest use our capital to support their growth, acquisitions, market or product expansion, refinancings and/or recapitalizations. The debt in which we invest typically is not 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 the direct origination of loans to middle market, technology-related companies domiciled 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.

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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. As of September 30, 2019, 100.0% of our debt investments based on fair value bear interest at a floating rate, subject to interest rate floors, in certain cases. Interest on our debt investments is generally payable either monthly or quarterly.

Our investment portfolio consists primarily of floating rate loans. Macro trends in base interest rates like London Interbank Offered Rate (“LIBOR”) 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.

Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts 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, and expenses reimbursable under the Administration Agreement and Investment Advisory Agreement. 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 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 Company or its affiliates in connection with the offering of securities by the Company. 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 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;

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• 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;

• 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;

• 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

• 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. We generally will be 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 200% immediately after each such issuance. However, recent legislation has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. The reduced asset coverage requirement would permit a BDC to double the amount of leverage it can incur. For example, under a 150% asset coverage ratio the Company may borrow $2 for investment purposes of every $1 of investor equity whereas under a 200% asset coverage ratio the Company may only borrow $1 for investment purposes for every $1 of investor equity. On August 7, 2018, our Adviser, as our sole initial shareholder, has approved a proposal that allows us to reduce our asset coverage ratio to 150% and in connection with their subscription agreements, our investors are required to acknowledge our ability to operate with an asset coverage ratio that may be as low as 150%.

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.

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:

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Limited Availability of Capital for Technology Companies. We believe that technology companies have limited access to capital, driven by a reduction in activity from commercial and investment banks, and a lack of dedicated pools of capital focused on

technology companies. 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. While underwritten bond and syndicated loan markets have been robust in recent years, many technology companies are less able to access these markets for reasons including the following:

High Yield Market – Many technology companies generally are not issuing debt in an amount large enough to be an attractively sized bond. High yield bonds are generally purchased by institutional investors who, among other things, are highly focused on the liquidity characteristics of the bond being issued. For example, mutual funds and exchange traded funds (“ETFs”) are significant buyers of underwritten bonds. However, mutual funds and ETFs generally require the ability to liquidate their investments quickly 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. Because there is typically little or no active secondary market for the debt of U.S. middle market companies, mutual funds and ETFs generally do not provide debt capital to technology companies. We believe this is likely to be a persistent problem and creates an advantage for those like us who have a more stable capital base and have the ability to invest in illiquid assets.

Syndicated Loan Market – Loan issue size and liquidity are key drivers of institutional appetite and, correspondingly, underwriters’ willingness to underwrite the loans. 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.

Robust Demand for Debt Capital.According to S&P Capital IQ, there was approximately $1.2 trillion of mergers and acquisitions activity in the technology and software industries from 2013 through 2017. We believe technology companies will continue to require access to capital to refinance existing debt, support growth and finance acquisitions. In addition, 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 $1.3 trillion as of March 2019, 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.

Technology Spend is Large and Increasing. According to Gartner, a research and advisory company, global technology spend was $3.7 trillion in 2018 and is expected to grow to more than $4.1 trillion by 2022. We believe global demand for technology products and services will continue to grow rapidly, and that that growth will stimulate demand for capital from technology companies.

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.

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. 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.

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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. Given the current low interest rate environment, we believe that debt issues 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.

Portfolio and Investment Activity

As of September 30, 2019, based on fair value, our portfolio consisted of 93.0% first lien senior secured debt investments, 2.7% second lien senior secured debt investments and 4.3% equity investments.

As of September 30, 2019, our weighted average total yield of the portfolio at fair value and amortized cost was 7.9% and 7.9%, respectively, and our weighted average yield of debt and income producing securities at fair value and amortized cost was 8.3% and 8.3%, respectively.

As of September 30, 2019, we had investments in 29 portfolio companies with an aggregate fair value of $1.3 billion. As of December 31, 2018, we had investments in six portfolio companies with an aggregate fair value of $262.8 million.

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Our investment activity for the three months ended September 30, 2019 and 2018 is presented below (information presented herein is at par value unless otherwise indicated).

	For the Three Months Ended September 30,
($ in thousands)	2019			2018
New investment commitments
Gross originations	$	360,044		$	32,000
Less: Sell downs		(27,130	)		-
Total new investment commitments	$	332,914		$	32,000
Principal amount of investments funded:
First-lien senior secured debt investments	$	202,600		$	12,000
Second-lien senior secured debt investments		16,450			20,000
Unsecured debt investments		—			—
Equity investments		27,000			—
Total principal amount of investments funded	$	246,050		$	32,000
Principal amount of investments sold or repaid:
First-lien senior secured debt investments	$	(11,906	)	$	—
Second-lien senior secured debt investments		—			—
Unsecured debt investments		(30,000	)		—
Equity investments		—			—
Total principal amount of investments sold or repaid	$	(41,906	)	$	—
Number of new investment commitments in new portfolio companies(1)	7			1
Average new investment commitment amount	$	45,850		$	32,000
Weighted average term for new debt investment commitments (in years)		6.3			7.6
Percentage of new debt investment commitments at    floating rates		100.0	%		100.0	%
Percentage of new debt investment commitments at    fixed rates		0.0	%		0.0	%
Weighted average interest rate of new debt investment commitments(2)		7.7	%		9.1	%
Weighted average spread over LIBOR of new floating rate debt investment commitments		5.7	%		6.7	%

________________

(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 LIBOR, which was 2.09% and 2.40% as of September 30, 2019 and 2018, respectively.

As of September 30, 2019 and December 31, 2018, our investments consisted of the following:

	September 30, 2019				December 31, 2018
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments	$	1,248,315	$	1,245,456	$	214,274	$	214,348
Second-lien senior secured debt investments		36,139		36,081		19,611		19,550
Unsecured debt investments		-		-		30,000		28,935
Equity investments		57,303		57,068		-		-
Total Investments	$	1,341,757	$	1,338,605	$	263,885	$	262,833

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The table below describes investments by industry composition based on fair value as of September 30, 2019 and December 31, 2018:

	September 30, 2019			December 31, 2018
Aerospace and defense		1.8	%		9.4	%
Buildings and real estate		3.3			5.4
Business services		27.7			-
Data and information services		6.4			-
eCommerce and digital marketplaces		0.3			-
Education		18.1			34.0
Financial services		1.6			-
Healthcare providers and services		3.5			-
Healthcare technology		18.8			12.0
Insurance		2.5			-
Leisure and entertainment		5.0			-
Oil and gas		6.3			-
Professional services		3.9			28.2
Technology infrastructure		0.8			-
Transportation		-			11.0
Total		100.0	%		100.0	%

The table below describes investments by geographic composition based on fair value as of September 30, 2019 and December 31, 2018:

	September 30, 2019			December 31, 2018
United States:
Midwest		7.6	%		-	%
Northeast		30.0			40.1
South		36.9			39.5
West		19.8			20.4
Canada		3.5			-
Ireland		2.2			-
Total		100.0	%		100.0	%

The weighted average yields and interest rates of our investments at fair value as of September 30, 2019 and December 31, 2018 were as follows:

	September 30, 2019			December 31, 2018
Weighted average total yield of portfolio		8.0	%		8.0	%
Weighted average total yield of debt and income producing    securities		8.4	%		8.0	%
Weighted average interest rate of debt securities		8.0	%		7.7	%
Weighted average spread over LIBOR of all floating rate    investments		5.8	%		5.1	%

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;

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• 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. The rating system is as follows:

Investment Rating	Description
1	Investments 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;
2	Investments 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;
3	Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition;
4	Investments 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
5	Investments 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 following table shows the composition of our portfolio on the 1 to 5 rating scale as of September 30, 2019 and December 31, 2018:

	September 30, 2019					December 31, 2018
Investment Rating	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
($ in thousands)
1	$	—		—	%	$	—		—	%
2		1,338,605		100.0			262,833		100.0
3		—		—			—		—
4		—		—			—		—
5		—		—			—		—
Total	$	1,338,605		100.0	%	$	262,833		100.0	%

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The following table shows the amortized cost of our performing and non-accrual debt investments as of September 30, 2019 and December 31, 2018:

	September 30, 2019					December 31, 2018
($ in thousands)	Amortized Cost		Percentage			Amortized Cost		Percentage
Performing	$	1,284,454		100.0	%	$	263,885		100.0	%
Non-accrual		—		—			—		—
Total	$	1,284,454		100.0	%	$	263,885		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 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.

Results of Operations

The following table represents the operating results for the three and nine months ended September 30, 2019 and 2018:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
Total Investment Income	$	27.2		$	0.2		$	53.4		$	0.2
Less: Expenses		15.7			1.1			34.7			1.1
Net Investment Income (Loss) Before Taxes	$	11.5		$	(0.9	)	$	18.7		$	(0.9	)
Less:  Income taxes, including excise taxes		0.1			—			0.1			—
Net Investment Income (Loss) After Taxes	$	11.4		$	(0.9	)	$	18.6		$	(0.9	)
Net change in unrealized gain (loss)		(5.3	)		—			(2.0	)		—
Net realized gain (loss)		1.5			—			1.6			—
Net Increase (Decrease) in Net Assets Resulting from Operations	$	7.6		$	(0.9	)	$	18.2		$	(0.9	)

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. Additionally, we were initially capitalized on August 7, 2018 and commenced investing activities in September 2018. As a result, comparative period of time information is not meaningful.

Investment Income

Investment income for the three and nine months ended September 30, 2019 and 2018 was as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
($ in millions)	2019		2018		2019		2018
Interest income from investments	$	26.0	$	0.2	$	51.9	$	0.2
Other income		1.2		—		1.5		—
Total investment income	$	27.2	$	0.2	$	53.4	$	0.2

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.

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For the Three Months Ended September 30, 2019 and 2018

Investment income increased to $27.2 million for the three months ended September 30, 2019 from $0.2 million for the three months ended September 30, 2018, due to an increase in interest income as a result of an increase in our investment portfolio and other income earned during the three months ended September 30, 2019. Other income, which consists of fees that are generally available to us as a result of closing investments and normally paid at the time of closing, was $1.2 million for the three months ended September 30, 2019. We did not earn other income during the three months ended September 30, 2018.

For the Nine Months Ended September 30, 2019 and 2018

Investment income increased to $53.4 million for the nine months ended September 30, 2019 from $0.2 million for the nine months ended September 30, 2018 due to an increase in interest income as a result of an increase in our investment portfolio and other income earned during the nine months ended September 30, 2019. Other income, which consists of fees that are generally available to us as a result of closing investments and normally paid at the time of closing, was $1.5 million for the nine months ended September 30, 2019. We did not earn other income during the nine months ended September 30, 2018.

Expenses

Expenses for the three and nine months ended September 30, 2019 and 2018 were as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
($ in millions)	2019		2018		2019		2018
Initial organization	$	—	$	0.3	$	—	$	0.3
Interest expense		7.3		—		14.0		—
Management fees		6.1		0.2		15.3		0.2
Incentive fees		1.0		—		1.2		—
Professional fees		0.5		0.3		2.2		0.3
Directors' fees		0.2		0.1		0.4		0.1
Other general and administrative		0.6		0.2		1.6		0.2
Total expenses	$	15.7	$	1.1	$	34.7	$	1.1

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, 2019 and 2018

Total expenses increased by $14.6 million for the three months ended September 30, 2018 to the three months ended September 30, 2019 due to an increase in management fees, interest expense and other expenses of $5.9 million, $7.3 million and $1.7 million, respectively, partially offset by initial organization expenses incurred during the three months ended September 30, 2018 of $0.3 million. The increase in management fees was driven by growth in the portfolio and growth in unfunded capital commitments period over period. The increase in interest expense was driven by an increase in average daily borrowings to $647.9 million from $0 period over period.

For the Nine Months Ended September 30, 2019 and 2018

Total expenses increased by $33.6 million for the nine months ended September 30, 2018 to the nine months ended September 30, 2019 due to an increase in management fees, interest expense and other expenses of $15.1 million, $14.0 million and $4.8 million, respectively, partially offset by initial organization expenses incurred during the nine months ended September 30, 2018 of $0.3 million. The increase in management fees was driven by growth in the portfolio and growth in unfunded capital commitments period over period. The increase in interest expense was driven by an increase in average daily borrowings to $387.6 million from $0 period over period.

Income Taxes, Including Excise Taxes

We intend to elect 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 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. 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 corporate-level U.S. federal income taxes.

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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, 2019 we accrued U.S. federal excise tax of $41 thousand and $67 thousand, respectively. For the three and nine months ended September 30, 2018 we did not accrue U.S. federal excise tax.

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 three and nine months ended September 30, 2019 and 2018, net change in unrealized gains (losses) was comprised of the following:

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
($ in millions)	2019			2018		2019			2018
Net change in unrealized gain (loss) on investments	$	(5.3	)	$	—	$	(2.1	)	$	—
Net change in unrealized gain (loss) on translation of assets and liabilities in foreign currencies		—			—		—			—
Net change in unrealized gain (loss)	$	(5.3	)	$	—	$	(2.1	)	$	—

For the Three Months Ended September 30, 2019 and 2018

For the three months ended September 30, 2019, the net unrealized loss was primarily driven by a decrease in the fair value of our debt investments as compared to June 30, 2019. As of September 30, 2019, the fair value of our debt investments as a percentage of principal was 98.4% on our $1.3 billion portfolio, compared to 98.8% on our $1.1 billion portfolio as of June 30, 2019.

For the Nine Months ended September 30, 2019 and 2018

For the nine months ended September 30, 2019, the net unrealized loss was primarily driven by a decrease in the fair value of our debt investments as compared to December 31, 2018. As of September 30, 2019, the fair value of our debt investments as a percentage of principal was 98.4% on our $1.3 billion portfolio, compared to 98.5% on our $0.3 billion portfolio as of December 31, 2018.

Net Realized Gains (Losses)

The realized gains and losses on fully exited portfolio companies, partially exited portfolio companies and foreign currency transactions during the three and nine months ended September 30, 2019 and 2018 were comprised of the following:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
($ in millions)	2019		2018		2019		2018
Net realized gain (loss) on investments	$	1.5	$	—	$	1.5	$	—
Net realized gain (loss) on foreign currency transactions		—		—		0.1		—
Net realized gain (loss) on investments	$	1.5	$	—	$	1.6	$	—

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 our Adviser) and (iii) cash distributions to the holders of our shares.

We may from time to time enter into additional debt facilities, increase the size of our existing credit facilities or issue additional debt securities. Additional financings could include SPV drop down facilities and unsecured notes. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

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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, 2019 and December 31, 2018, our asset coverage ratio was 185% and 195%, 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.

Cash as of September 30, 2019, taken together with our uncalled Capital Commitments of $1.6 billion and available debt capacity of $329.4 million, is expected to be sufficient for our investing activities and to conduct our operations in the near term.

As of September 30, 2019, we had $126.7 million in cash. During the period ended September 30, 2019, we used $1,041.4 million in cash for operating activities, primarily as a result of funding portfolio investments of $1,194.6 million, partially offset by sales of portfolio investments of $119.8 million, and other operating activity of $33.4 million. Lastly, cash provided by financing activities was $845.1 million during the period, which was the result of proceeds from the issuance of shares, net of offering costs paid, of $380.7 million and proceeds from net borrowing on our credit facilities, net of debt issuance costs, of $469.5 million, net of $5.1 million of distributions paid.

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 August 7, 2018, we issued 100 common shares for $1,500 to Owl Rock Technology Advisors LLC, which subsequently became our Adviser on August 10, 2018.

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.

During the nine months ended September 30, 2019, we delivered the following capital call notices to investors:

Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued		Aggregate Offering Price ($ in millions)
September 16, 2019	September 27, 2019		4,025,213	$	59.9
May 15, 2019	May 29, 2019		10,112,871		149.5
March 15, 2019	March 28, 2019		11,838,390		175.0
Total			25,976,474	$	384.4

During the nine months ended September 30, 2018, we delivered the following capital call notices to investors:

Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued		Aggregate Offering Price ($ in millions)
September 13, 2018	September 26, 2018		8,168,133	$	120.0
August 20, 2018	August 30, 2018		2,666,667		40.0
Total			10,834,800	$	160.0

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Distributions

The following table reflects the distributions declared on shares of our common stock during the nine months ended September 30, 2019:

	September 30, 2019
Date Declared	Record Date	Payment Date	Distribution per Share
August 7, 2019	September 30, 2019	November 15, 2019	$	0.25
May 8, 2019	June 30, 2019	August 15, 2019	$	0.14
February 27, 2019	March 31, 2019	May 15, 2019	$	0.05

On October 30, 2019, our Board declared a distribution of 90% of estimated fourth quarter taxable income and net capital gains, if any, for shareholders of record on December 31, 2019, payable on or before January 31, 2020.

There were no distributions declared on shares of our common stock during the nine months ended September 30, 2018.

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.

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the nine months ended September 30, 2019:

Date Declared	Record Date	Payment Date	Shares
May 8, 2019	June 30, 2019	August 15, 2019		122,495
February 27, 2019	March 31, 2019	May 15, 2019		32,953

There was no common stock issued pursuant to the dividend reinvestment plan during the nine months ended September 30, 2018.

Debt

Aggregate Borrowings

Debt obligations consisted of the following as of September 30, 2019 and December 31, 2018:

	September 30, 2019
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)(3)
Subscription Credit Facility	$	800,000	$	725,553	$	74,447	$	721,621
Revolving Credit Facility		305,000		50,000		255,000		46,841
Total Debt	$	1,105,000	$	775,553	$	329,447	$	768,462

________________

(1) The amount available reflects any limitations related to each credit facility’s borrowing base.

(2) The carrying value of our Subscription Credit Facility is presented net of unamortized debt issuance costs of $3.9 million.

(3) The carrying value of our Revolving Credit Facility is presented net of unamortized debt issuance costs of $3.2 million.

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	December 31, 2018
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Subscription Credit Facility	$	350,000	$	300,000	$	50,000	$	297,555
Total Debt	$	350,000	$	300,000	$	50,000	$	297,555

________________

(1) The amount available reflects any limitations related to each credit facility’s borrowing base.

(2) The carrying value of our Subscription Credit Facility is presented net of unamortized debt issuance costs of $2.4 million.

For the three and nine months ended September 30, 2019, the components of interest expense were as follows:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
($ in thousands)	2019			2018			2019			2018
Interest expense	$	6,640		$	—		$	12,545		$	—
Amortization of debt issuance costs		677			—			1,482			—
Total Interest Expense	$	7,317		$	—		$	14,027		$	—
Average interest rate		3.80	%		-	%		3.96	%		-	%
Average daily borrowings	$	647,914		$	-		$	387,615		$	-

We entered into credit facilities subsequent to the three and nine months ended September 30, 2018, and therefore there was no interest expense for the three and nine months ended September 30, 2018.

Subscription Credit Facility

On November 19, 2018 (the “Closing Date”), we entered into a revolving credit facility (the “Subscription Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) as administrative agent (the “Administrative Agent”), and Wells Fargo, PNC Bank, National Association (“PNC”), and State Street Bank and Trust Company (“State Street”), as lenders, with a maximum principal amount of the Subscription Credit Facility of $800 million, subject to availability under the borrowing base, which is based on unused capital commitments.

 The maximum principal amount of the Subscription Credit Facility is $800 million (increased from $700 million on August 20, 2019; previously increased from $500 million to $700 million on June 24, 2019, $450 million to $500 million on March 8, 2019 and from $350 million to $450 million on February 25, 2019), subject to availability under the borrowing base, which is based on unused capital commitments. The Subscription Credit Facility includes a provision permitting us to further increase the size of the Subscription Credit Facility under certain circumstances up to a maximum principal amount not to exceed $1 billion, if the existing or new lenders agree to commit to such further increase.  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 LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 1.50% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 0.50%, (B) the federal funds rate plus 1.00%, and (C) one-month LIBOR plus 1.50%.  We predominantly borrow utilizing LIBOR loans, generally electing one-month LIBOR upon borrowing. Loans may be converted from one rate to another at any time at the Company’s election, subject to certain conditions. We 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 three (3) 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.

The Subscription Credit Facility is secured by a perfected first priority security interest in our right, title, and interest in and to the capital commitments of our private investors, including our right to make capital calls, receive and apply capital contributions, enforce remedies and claims related thereto together with capital call proceeds and related rights, and a pledge of the collateral account into which capital call proceeds are deposited.

The Subscription Credit Facility contains customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to our shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions).  

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Transfers of interests by our investors must comply with certain sections of the Subscription Credit Facility and we shall notify the Administrative Agent before such transfers take place. Such transfers may trigger mandatory prepayment obligations.

Revolving Credit Facility

On March 15, 2019, we entered into a Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include us (the “Borrower”), the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”) and SunTrust Robinson Humphrey, Inc. and ING Capital LLC as Joint Lead Arrangers and Joint Bookrunners, and SunTrust Bank as Administrative Agent.

The Revolving Credit Facility is guaranteed by OR Tech Lending LLC, our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (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 $305 million (increased from $280 million on July 26, 2019; previously increased on May 2, 2019 from $240 million to $280 million), subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $750 million through the exercise by the Borrower 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 $50 million limit for swingline loans 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.  

The availability period under the Revolving Credit Facility will terminate on March 15, 2022 (“Commitment Termination Date”) and the Revolving Credit Facility will mature on March 15, 2023 (“Maturity Date”). During the period from the Commitment Termination Date to the Maturity Date, we 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 will bear interest at either LIBOR plus 2.00%, or base rate plus 1.00%. We predominantly borrow utilizing LIBOR loans, generally electing one-month LIBOR upon borrowing. We may elect either the LIBOR or prime rate at the time of drawdown, and loans may be converted from one rate to another at any time at our option, subject to certain conditions. We will also pay a fee of 0.375% on undrawn amounts under the Revolving Credit Facility.

The Revolving Credit Facility includes customary covenants, including certain limitations on our incurrence of additional indebtedness and on our ability to make distributions to our 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.

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Off-Balance Sheet Arrangements

Portfolio Company Commitments

From time to time, we may enter into commitments to fund investments. As of September 30, 2019 and December 31, 2018, we had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company	Investment	September 30, 2019		December 31, 2018
($ in thousands)
3ES Innovation Inc. (dba Aucerna)	First lien senior secured revolving loan	$	4,580	$	—
Apptio, Inc.	First lien senior secured revolving loan		3,269		—
Certify, Inc.	First lien senior secured delayed draw term loan		4,563		—
Certify, Inc.	First lien senior secured revolving loan		2,282		—
Cheese Acquisition, LLC	First lien senior secured delayed draw term loan		—		31,039
Cheese Acquisition, LLC	First lien senior secured revolving loan		4,545		4,545
Circle Internet Services, Inc.	First lien senior secured delayed draw term loan		10,000		—
ConnectWise, LLC	First lien senior secured revolving loan		12,800		—
Definitive Healthcare Holdings, LLC	First lien senior secured delayed draw term loan		21,739		—
Definitive Healthcare Holdings, LLC	First lien senior secured revolving loan		5,435		—
Dude Solutions Holdings, Inc.	First lien senior secured revolving loan		6,923		—
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan		3,740		5,203
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured delayed draw term loan		12,159		—
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured revolving loan		1,520		—
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan		13,571		—
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan		8,205		—
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan		3,736		—
Interoperability Bidco, Inc.	First lien senior secured delayed draw term loan		10,000		—
Interoperability Bidco, Inc.	First lien senior secured revolving loan		5,000		—
Kaseya Traverse Inc.	First lien senior secured revolving loan		1,750		—
Kaseya Traverse Inc.	First lien senior secured delayed draw term loan		3,045		—
Lightning Midco, LLC (dba Vector Solutions)	First lien senior secured delayed draw term loan		1,309		14,356
Lightning Midco, LLC (dba Vector Solutions)	First lien senior secured revolving loan		3,946		9,914
Litera Bidco LLC	First lien senior secured revolving loan		8,250		—
MINDBODY, Inc.	First lien senior secured revolving loan		7,143		—
Paysimple, Inc.	First lien senior secured delayed draw term loan		14,700		—
Project Power Buyer, LLC (dba PEC-Veriforce)	First lien senior secured revolving loan		3,750		—
RxSense Holdings, LLC	First lien senior secured revolving loan		1,415		—
Total Unfunded Portfolio Company Commitments		$	179,375	$	65,057

We maintain sufficient borrowing capacity along with undrawn Capital Commitments to cover outstanding unfunded portfolio company commitments that we may be required to fund. We seek to carefully construct our unfunded portfolio company commitments for purposes of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage ratio, along with undrawn Capital Commitments from our investors, to cover any outstanding portfolio company unfunded commitments we are required to fund.

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Investor Commitments

As of September 30, 2019, we had $2.2 billion in total Capital Commitments from our investors ($1.6 billion undrawn), of which $65.0 million is from an affiliate of our Adviser ($48.5 million undrawn). These undrawn Capital Commitments will no longer remain in effect following the completion of an initial public offering of our common stock.

As of December 31, 2018, we had $1.8 billion in total Capital Commitments from investors ($1.5 billion undrawn), of which $65.0 million is from entities affiliated with or related to the Adviser ($58.4 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, 2019, 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, 2019, is as follows:

	Payments Due by Period
($ in millions)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Subscription Credit Facility	$	725.6	$	—	$	725.6	$	—	$	—
Revolving Credit Facility		50.0		—		—		50.0		—
Total Contractual Obligations	$	775.6	$	—	$	725.6	$	50.0	$	—

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; and

• the License Agreement.

In addition to the aforementioned agreements, we intend to 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 our Adviser or certain of its affiliates including Owl Rock Capital Corporation and Owl Rock Capital Corporation II 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.

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.

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 Board,

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based on, among other things, the input of the Adviser, our audit committee and independent third-party valuation firm(s) engaged at the direction of the Board.

As part of the valuation process, the Board 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 Board considers whether the pricing indicated by the external event corroborates its valuation.

The Board 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. Agreed upon valuation recommendations are presented to the Audit Committee;

• The Audit Committee reviews the valuations recommendations and recommends values for each investment to the Board; and

• The Board reviews the recommended valuations and determines the fair value of each investment.

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, we evaluate 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), we subject 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, we, 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.

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Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes amortization of discounts or premiums. 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 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. 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 obtain and 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 percent of the sum 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

• 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 corporate-level U.S. federal income tax. 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;

• 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.

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.

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Income Taxes

We have elected to be treated as a BDC under the 1940 Act. We also have elected to be treated as a RIC under the Code beginning with the taxable period ending December 31, 2018 and intend to qualify as a RIC for the taxable year ending December 31, 2019. So long as we maintain our tax treatment as a RIC, we generally will not pay corporate-level U.S. federal income taxes 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 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.

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, 2018.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including valuation risk and interest rate 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 our Board, based on, among other things, the input of the Adviser, our Audit Committee and independent third-party valuation firm(s) engaged at the direction of the Board, 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.

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.

As of September 30, 2019, 100.0% of our debt investments based on fair value in our portfolio were at floating rates.

Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2019, 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 LIBOR and there are no changes in our investment and borrowing structure:

($ in millions)	Interest Income			Interest Expense			Net Income
Up 300 basis points	$	39.1		$	23.3		$	15.8
Up 200 basis points	$	26.1		$	15.5		$	10.6
Up 100 basis points	$	13.0		$	7.8		$	5.2
Down 100 basis points	$	(13.0	)	$	(7.8	)	$	(5.2	)
Down 200 basis points	$	(15.0	)	$	(15.5	)	$	0.5
Down 300 basis points	$	(15.0	)	$	(16.6	)	$	1.6

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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.

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 the period ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

We are not 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 and the risk factors set forth herein, you should also 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, 2018.

The interest rates of our term loans to our portfolio companies that extend beyond 2021 might be subject to change based on recent regulatory changes. LIBOR, the London Interbank Offered Rate, is the basic rate of interest used in lending transactions between banks on the London interbank market and is widely used as a reference for setting the interest rate on loans globally. We typically use LIBOR as a reference rate in term loans we extend to portfolio companies such that the interest due to us pursuant to a term loan extended to a portfolio company is calculated using LIBOR. The terms of our debt investments generally include minimum interest rate floors which are calculated based on LIBOR.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear if at that time whether LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short term repurchase agreements, backed by Treasury securities called the Secured Overnight Financing Rate (“SOFR”). The first publication of SOFR was released in April 2018. Whether or not SOFR attains market traction as a LIBOR replacement remains a question and the future of LIBOR at this time is uncertain. If LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established in its place, which may have an adverse effect on our ability to receive attractive returns. In addition, if LIBOR ceases to exist we may need to renegotiate any LIBOR based credit facilities to replace LIBOR with the new standard that is established in its place.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None, other than those already disclosed in certain Form 8-Ks filed with the SEC. 

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits

(a) Exhibits

Exhibit Number	Description of Exhibits
3.1	Articles of Amendment and Restatement, dated August 9, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10, filed on August 10, 2018.
3.2	Bylaws, dated July 18, 2018 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10, filed on August 10, 2018.
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

________________

*Filed 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.

Owl Rock Technology Finance Corp.

Date: November 5, 2019	By:	/s/ Craig W. Packer
		Craig W. Packer
		Chief Executive Officer

Owl Rock Technology Finance Corp.

Date: November 5, 2019	By:	/s/ Alan Kirshenbaum
		Alan Kirshenbaum
		Chief Operating Officer and Chief Financial Officer

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