UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM 10-Q
____________________________________
(Mark One)
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x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the period ended June 30, 2022
OR
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o | 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 x NO o
Indicate by check mark whether the Registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES o NO o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the 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 | o | Emerging growth company | o | Small reporting company | o |
Non-accelerated filer | x | Accelerated filer | o | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x
As of August 10, 2022, the registrant had 201,267,104 shares of common stock, $0.01 par value per share, outstanding.
Table of Contents
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PART I | CONSOLIDATED FINANCIAL INFORMATION | |
Item 1. | Consolidated Financial Statements | |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about 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 and our ability to access the debt capital markets;
•a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;
•the impact of the “COVID-19” pandemic, changes in base interest rates and significant market volatility on our business and our portfolio companies (including our business prospects and the prospects of our portfolio companies including the ability to achieve our and their business objectives), our industry and the global economy including as a result of ongoing supply chain disruptions;
•interest rate volatility, including the decommissioning of LIBOR, could adversely affect our results, particularly because we use leverage as part of our investment strategy;
•currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;
•our future operating results;
•the impact of interest and inflation rates on 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 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
•the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing conflict between Russia and Ukraine;
•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 “Exchange Act”).
PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Owl Rock Technology Finance Corp.
Consolidated Statements of Assets and Liabilities
(Amounts in thousands, except share and per share amounts)
| | | | | | | | | | | |
| June 30, 2022 | | December 31, |
| (Unaudited) | | 2021 |
Assets | | | |
Investments at fair value | | | |
Non-controlled, non-affiliated investments (amortized cost of 5,872,391 and $5,583,078, respectively) | $ | 5,753,074 | | | $ | 5,794,488 | |
Non-controlled, affiliated investments (amortized cost of 201,122 and $253,043, respectively) | 195,853 | | | 269,370 | |
Controlled, affiliated investments (amortized cost of 75,231 and $75,231, respectively) | 51,019 | | | 75,000 | |
Total investments at fair value (amortized cost of $6,148,744 and $5,911,352, respectively) | 5,999,946 | | | 6,138,858 | |
Cash | 115,784 | | | 107,025 | |
Interest receivable | 29,465 | | | 43,013 | |
Dividend income receivable | 783 | | | 930 | |
Prepaid expenses and other assets | 50,281 | | | 1,849 | |
Total Assets | $ | 6,196,259 | | | $ | 6,291,675 | |
Liabilities | | | |
Debt (net of unamortized debt issuance costs of $30,116 and $32,023, respectively) | $ | 2,826,410 | | | $ | 2,643,751 | |
Management fee payable | 13,891 | | | 13,353 | |
Distribution payable | 47,022 | | | 31,653 | |
Incentive fee payable | 6,642 | | | 37,731 | |
Payables to affiliates | 2,070 | | | 2,527 | |
Payable for investments purchased | — | | | 11,372 | |
Accrued expenses and other liabilities | 21,413 | | | 19,138 | |
Total Liabilities | $ | 2,917,448 | | | $ | 2,759,525 | |
Commitments and contingencies (Note 7) | | | |
Net Assets | | | |
Common shares $0.01 par value, 500,000,000 shares authorized; 201,267,104 and 200,099,575 shares issued and outstanding, respectively | $ | 2,012 | | | $ | 2,001 | |
Additional paid-in-capital | 3,197,296 | | | 3,176,992 | |
Accumulated undistributed (overdistributed) earnings | 79,503 | | | 353,157 | |
Total Net Assets | $ | 3,278,811 | | | $ | 3,532,150 | |
Total Liabilities and Net Assets | $ | 6,196,259 | | | $ | 6,291,675 | |
Net Asset Value Per Share | $ | 16.29 | | | $ | 17.65 | |
The accompanying notes are an integral part of these consolidated financial statements.
Owl Rock Technology Finance Corp.
Consolidated Statements of Operations
(Amounts in thousands, except share and per share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | For the Three Months Ended June 30, | | For the Six Months Ended June 30, |
| | | | | 2022 | | 2021 | | 2022 | | 2021 |
Investment Income | | | | | | | | | | | |
Investment income from non-controlled, non-affiliated investments: | | | | | | | | | | | |
Interest income | | | | | $ | 77,757 | | | $ | 87,432 | | | $ | 159,049 | | | $ | 145,568 | |
Payment-in-kind interest income | | | | | 21,293 | | | 8,407 | | | 38,471 | | | 15,971 | |
Dividend income | | | | | 4,801 | | | 29 | | | 9,145 | | | 29 | |
Other income | | | | | 1,128 | | | 664 | | | 2,003 | | | 1,155 | |
Total investment income from non-controlled, non-affiliated investments | | | | | 104,979 | | | 96,532 | | | 208,668 | | | 162,723 | |
Investment income from non-controlled, affiliated investments: | | | | | | | | | | | |
Dividend income | | | | | 2,478 | | | 2,370 | | | 6,277 | | | 2,666 | |
Total investment income from non-controlled, affiliated investments | | | | | 2,478 | | | 2,370 | | | 6,277 | | | 2,666 | |
Total Investment Income | | | | | 107,457 | | | 98,902 | | | 214,945 | | | 165,389 | |
Expenses | | | | | | | | | | | |
Interest expense | | | | | $ | 28,715 | | | $ | 22,347 | | | $ | 55,793 | | | $ | 42,304 | |
Management fees | | | | | 13,892 | | | 10,741 | | | 27,878 | | | 21,298 | |
Incentive fees | | | | | (9,383) | | | 16,085 | | | (13,304) | | | 23,670 | |
Professional fees | | | | | 2,037 | | | 1,750 | | | 3,580 | | | 3,350 | |
Directors' fees | | | | | 266 | | | 274 | | | 548 | | | 509 | |
Other general and administrative | | | | | 1,079 | | | 1,111 | | | 2,193 | | | 1,755 | |
Total Expenses | | | | | 36,606 | | | 52,308 | | | 76,688 | | | 92,886 | |
Net Investment Income (Loss) Before Taxes | | | | | 70,851 | | | 46,594 | | | 138,257 | | | 72,503 | |
Excise tax expense | | | | | 3,347 | | | 2,836 | | | 5,447 | | | 3,327 | |
Net Investment Income (Loss) After Taxes | | | | | 67,504 | | | 43,758 | | | 132,810 | | | 69,176 | |
Net Change in Unrealized Gain (Loss) | | | | | | | | | | | |
Non-controlled, non-affiliated investments | | | | | $ | (179,455) | | | $ | 41,582 | | | $ | (306,961) | | | $ | 84,366 | |
Non-controlled, affiliated investments | | | | | (45,766) | | | 9,508 | | | (21,596) | | | 9,505 | |
Controlled, affiliated investments | | | | | (22,439) | | | — | | | (23,981) | | | — | |
Translation of assets and liabilities in foreign currencies | | | | | (292) | | | 2 | | | (273) | | | (955) | |
Total Net Change in Unrealized Gain (Loss) | | | | | (247,952) | | | 51,092 | | | (352,811) | | | 92,916 | |
Net Realized Gain (Loss): | | | | | | | | | | | |
Non-controlled, non-affiliated investments | | | | | $ | 9 | | | $ | 49,900 | | | $ | 4,233 | | | $ | 49,974 | |
Non-controlled, affiliated investments | | | | | 36,871 | | | — | | | 36,871 | | | — | |
Foreign currency transactions | | | | | (85) | | | 10 | | | (43) | | | 964 | |
Total Net Realized Gain (Loss) | | | | | 36,795 | | | 49,910 | | | 41,061 | | | 50,938 | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | | | $ | (143,653) | | | $ | 144,760 | | | $ | (178,940) | | | $ | 213,030 | |
Earnings (Loss) Per Share - Basic and Diluted | | | | | $ | (0.71) | | | $ | 1.22 | | | $ | (0.89) | | | $ | 1.91 | |
Weighted Average Shares Outstanding - Basic and Diluted | | | | | 200,939,078 | | | 118,956,651 | | | 200,673,073 | | | 111,369,687 | |
The accompanying notes are an integral part of these consolidated financial statements.
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
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Company(1)(20)(22) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(4)(5) | | Fair Value | | Percentage of Net Assets | |
Non-controlled/non-affiliated portfolio company investments | | | | | | | | | | | | | | | |
Debt Investments | | | | | | | | | | | | | | | |
Aerospace & defense | | | | | | | | | | | | | | | |
Peraton Corp.(3)(6)(7)(15) | | Second lien senior secured loan | | L + 7.75% | | 2/1/2029 | | 84,946 | | | $ | 83,825 | | | $ | 78,787 | | | 2.4 | | % |
| | | | | | | | 84,946 | | | 83,825 | | | 78,787 | | | 2.4 | | % |
Application Software | | | | | | | | | | | | | | | |
Apptio, Inc.(6)(7)(15) | | First lien senior secured loan | | L + 6.00% | | 1/10/2025 | | 59,901 | | | 59,164 | | | 59,752 | | | 1.8 | | % |
Apptio, Inc.(6)(7)(15)(16) | | First lien senior secured revolving loan | | L + 6.00% | | 1/10/2025 | | 1,308 | | | 1,280 | | | 1,300 | | | — | | % |
Anaplan, Inc.(6)(10)(15) | | First lien senior secured loan | | SR + 6.50% | | 6/21/2029 | | 49,219 | | | 48,729 | | | 48,727 | | | 1.5 | | % |
Anaplan, Inc.(6)(15)(16)(17) | | First lien senior secured revolving loan | | SR + 6.50% | | 6/21/2028 | | — | | | (35) | | | (35) | | | — | | % |
Aquiline Capital Partners(6)(7)(15)(16)(18) | | First lien senior secured multi-draw term loan | | L + 7.50% (incl. 4.50% PIK) | | 5/13/2024 | | 2,071 | | | 1,928 | | | 1,920 | | | 0.1 | | % |
Armstrong Bidco Limited(6)(13)(15)(25) | | First lien senior secured loan | | S + 5.75% | | 6/28/2029 | | 6,454 | | | 6,375 | | | 6,292 | | | 0.2 | | % |
Armstrong Bidco Limited(6)(15)(16)(25) | | First lien senior secured delayed draw term loan | | S + 5.75% | | 6/30/2025 | | — | | | — | | | — | | | — | | % |
Certify, Inc.(6)(7) | | First lien senior secured loan | | L + 5.50% | | 2/28/2024 | | 57,039 | | | 56,760 | | | 56,468 | | | 1.7 | | % |
Certify, Inc.(6)(7)(16) | | First lien senior secured revolving loan | | L + 5.50% | | 2/28/2024 | | 570 | | | 561 | | | 548 | | | — | | % |
CivicPlus, LLC(6)(8)(15) | | First lien senior secured loan | | L + 6.00% | | 8/24/2027 | | 65,336 | | | 64,729 | | | 64,683 | | | 2.0 | | % |
CivicPlus, LLC(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 6.00% | | 8/24/2027 | | — | | | (42) | | | (47) | | | — | | % |
CP PIK Debt Issuer, LLC (dba CivicPlus, LLC)(6)(10)(15) | | Unsecured notes | | SR + 11.75% PIK | | 6/9/2034 | | 31,016 | | | 30,090 | | | 30,085 | | | 0.9 | | % |
Community Brands ParentCo, LLC(6)(10)(15) | | First lien senior secured loan | | SR + 5.75% | | 2/24/2028 | | 12,718 | | | 12,479 | | | 12,305 | | | 0.4 | | % |
Community Brands ParentCo, LLC(6)(15)(16)(17)(18) | | First lien senior secured delayed draw term loan | | SR + 5.75% | | 2/24/2024 | | — | | | (14) | | | (34) | | | — | | % |
Community Brands ParentCo, LLC(6)(15)(16)(17) | | First lien senior secured revolving loan | | SR + 5.75% | | 2/24/2028 | | — | | | (14) | | | (24) | | | — | | % |
Diamondback Acquisition, Inc. (dba Sphera)(6)(7)(15) | | First lien senior secured loan | | L + 5.50% | | 9/13/2028 | | 101,382 | | | 99,543 | | | 99,527 | | | 3.0 | | % |
Diamondback Acquisition, Inc. (dba Sphera)(6)(15)(16)(17)(18) | | First lien senior secured delayed draw term loan | | L + 5.50% | | 9/13/2023 | | — | | | (180) | | | (169) | | | — | | % |
Diligent Corporation(6)(9) | | First lien senior secured loan | | L + 6.17% | | 8/4/2025 | | 25,006 | | | 24,631 | | | 24,569 | | | 0.7 | | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
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Company(1)(20)(22) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(4)(5) | | Fair Value | | Percentage of Net Assets | |
Diligent Corporation(6)(9)(16) | | First lien senior secured revolving loan | | L + 6.25% | | 8/4/2025 | | 762 | | | 738 | | | 735 | | | — | | % |
Gainsight, Inc.(6)(8)(15) | | First lien senior secured loan | | L + 6.75% PIK | | 7/30/2027 | | 52,621 | | | 51,831 | | | 51,174 | | | 1.6 | | % |
Gainsight, Inc.(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 7.00% | | 7/30/2027 | | — | | | (78) | | | (144) | | | — | | % |
GovBrands Intermediate, Inc.(6)(8)(15) | | First lien senior secured loan | | L + 5.50% | | 8/4/2027 | | 64,002 | | | 62,606 | | | 60,962 | | | 1.9 | | % |
GovBrands Intermediate, Inc.(6)(8)(15)(16)(18) | | First lien senior secured delayed draw term loan | | L + 5.50% | | 8/4/2023 | | 14,401 | | | 14,013 | | | 13,482 | | | 0.4 | | % |
GovBrands Intermediate, Inc.(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 5.50% | | 8/4/2027 | | — | | | (144) | | | (322) | | | — | | % |
Granicus, Inc.(6)(8)(15) | | First lien senior secured loan | | L + 6.50% | | 1/29/2027 | | 29,586 | | | 29,020 | | | 28,625 | | | 0.9 | | % |
Granicus, Inc.(6)(8)(15)(16)(18) | | First lien senior secured delayed draw term loan | | L + 6.00% | | 1/30/2023 | | 3,365 | | | 3,293 | | | 3,206 | | | 0.1 | | % |
Granicus, Inc.(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 6.50% | | 1/29/2027 | | — | | | (48) | | | (85) | | | — | | % |
GS Acquisitionco, Inc. (dba insightsoftware)(6)(8) | | First lien senior secured loan | | L + 5.75% | | 5/22/2026 | | 49,785 | | | 49,457 | | | 49,039 | | | 1.5 | | % |
GS Acquisitionco, Inc. (dba insightsoftware)(6)(9)(16) | | First lien senior secured revolving loan | | L + 5.75% | | 5/22/2026 | | 836 | | | 815 | | | 786 | | | — | | % |
MessageBird BidCo B.V.(6)(9)(15)(25) | | First lien senior secured loan | | L + 6.75% | | 5/5/2027 | | 120,000 | | | 117,764 | | | 116,400 | | | 3.8 | | % |
Ministry Brands Holdings, LLC(6)(8)(15) | | First lien senior secured loan | | L + 5.50% | | 12/28/2028 | | 7,661 | | | 7,517 | | | 7,374 | | | 0.2 | | % |
Ministry Brands Holdings, LLC(6)(15)(16)(17)(18) | | First lien senior secured delayed draw term loan | | L + 5.50% | | 12/27/2023 | | — | | | (23) | | | (68) | | | — | | % |
Ministry Brands Holdings, LLC(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 5.50% | | 12/27/2027 | | — | | | (14) | | | (28) | | | — | | % |
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(6)(12)(15) | | First lien senior secured loan | | SR + 5.50% | | 3/13/2028 | | 10,278 | | | 10,081 | | | 9,944 | | | 0.3 | | % |
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(6)(15)(16)(17) | | First lien senior secured revolving loan | | SR + 5.50% | | 3/13/2028 | | — | | | (32) | | | (55) | | | — | | % |
Velocity HoldCo III Inc. (dba VelocityEHS)(6)(8)(15) | | First lien senior secured loan | | L + 5.75% | | 4/22/2027 | | 41,250 | | | 40,476 | | | 41,250 | | | 1.3 | | % |
Velocity HoldCo III Inc. (dba VelocityEHS)(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 5.75% | | 4/22/2026 | | — | | | (43) | | | — | | | — | | % |
| | | | | | | | 806,567 | | | 793,213 | | | 788,142 | | | 24.3 | | % |
Banks | | | | | | | | | | | | | | | |
AxiomSL Group, Inc.(6)(7)(15) | | First lien senior secured loan | | L + 6.00% | | 12/3/2027 | | 140,770 | | | 139,170 | | | 137,251 | | | 4.2 | | % |
AxiomSL Group, Inc.(6)(15)(16)(17)(18) | | First lien senior secured delayed draw term loan | | L + 6.00% | | 7/21/2023 | | — | | | (10) | | | (35) | | | — | | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
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Company(1)(20)(22) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(4)(5) | | Fair Value | | Percentage of Net Assets | |
AxiomSL Group, Inc.(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 6.50% | | 12/3/2025 | | — | | | (152) | | | (385) | | | — | | % |
| | | | | | | | 140,770 | | | 139,008 | | | 136,831 | | | 4.2 | | % |
Building products | | | | | | | | | | | | | | | |
EET Buyer, Inc. (dba e-Emphasys)(6)(8)(15) | | First lien senior secured loan | | L + 5.75% | | 11/8/2027 | | 45,341 | | | 44,929 | | | 44,434 | | | 1.4 | | % |
EET Buyer, Inc. (dba e-Emphasys)(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 5.75% | | 11/8/2027 | | — | | | (41) | | | (91) | | | — | | % |
| | | | | | | | 45,341 | | | 44,888 | | | 44,343 | | | 1.4 | | % |
Commercial Services & Supplies | | | | | | | | | | | | | | | |
Brightly Software Holdings, Inc.(6)(8) | | First lien senior secured loan | | L + 6.25% | | 6/13/2025 | | 83,298 | | | 82,058 | | | 83,298 | | | 2.5 | | % |
Brightly Software Holdings, Inc.(6)(8)(16) | | First lien senior secured revolving loan | | L + 6.25% | | 6/13/2025 | | 3,692 | | | 3,616 | | | 3,692 | | | 0.1 | | % |
SimpliSafe Holding Corporation(6)(10)(15) | | First lien senior secured loan | | SR + 6.25% | | 4/30/2027 | | 823 | | | 807 | | | 807 | | | — | | % |
SimpliSafe Holding Corporation(6)(15)(16)(17)(18) | | First lien senior secured delayed draw term loan | | SR + 6.25% | | 5/2/2024 | | — | | | (1) | | | (1) | | | — | | % |
| | | | | | | | 87,813 | | | 86,480 | | | 87,796 | | | 2.6 | | % |
Consumer Finance | | | | | | | | | | | | | | | |
Affirm, Inc.(3)(6)(15)(25)(26) | | Senior convertible note | | N/A | | 11/15/2026 | | 25,000 | | | 16,701 | | | 14,245 | | | 0.4 | | % |
| | | | | | | | 25,000 | | | 16,701 | | | 14,245 | | | 0.4 | | % |
Diversified Consumer Services | | | | | | | | | | | | | | | |
Litera Bidco LLC(6)(7)(15) | | First lien senior secured loan | | L + 5.89% | | 5/29/2026 | | 166,203 | | | 164,595 | | | 165,433 | | | 5.0 | | % |
Litera Bidco LLC(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 5.75% | | 5/29/2026 | | — | | | (54) | | | (65) | | | — | | % |
Muine Gall, LLC(6)(9)(15)(21)(25) | | First lien senior secured loan | | L + 7.00% PIK | | 9/20/2024 | | 211,907 | | | 212,685 | | | 208,728 | | | 6.4 | | % |
Relativity ODA LLC(6)(7)(15) | | First lien senior secured loan | | L + 7.50% PIK | | 5/12/2027 | | 122,097 | | | 120,668 | | | 120,265 | | | 3.7 | | % |
Relativity ODA LLC(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 6.50% | | 5/12/2027 | | — | | | (137) | | | (169) | | | — | | % |
Transact Holdings Inc.(6)(7)(15) | | First lien senior secured loan | | L + 4.75% | | 4/30/2026 | | 8,753 | | | 8,675 | | | 8,599 | | | 0.3 | | % |
| | | | | | | | 508,960 | | | 506,432 | | | 502,791 | | | 15.4 | | % |
Diversified Financial Services | | | | | | | | | | | | | | | |
Hg Genesis 8 Sumoco Limited(6)(13)(15)(25) | | Unsecured facility | | S + 7.50% PIK | | 8/28/2025 | | 68,472 | | | 74,532 | | | 67,958 | | | 2.1 | | % |
Hg Genesis 9 SumoCo Limited(6)(14)(15)(25) | | Unsecured facility | | E + 7.00% PIK | | 3/10/2027 | | 10,642 | | | 11,172 | | | 10,565 | | | 0.3 | | % |
Hg Saturn Luchaco Limited(6)(13)(15)(25) | | Unsecured facility | | S + 7.50% PIK | | 3/30/2026 | | 118,244 | | | 133,390 | | | 116,175 | | | 3.5 | | % |
NMI Acquisitionco, Inc. (dba Network Merchants)(6)(7)(15) | | First lien senior secured loan | | L + 5.75% | | 9/8/2025 | | 17,032 | | | 16,891 | | | 16,649 | | | 0.5 | | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(20)(22) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(4)(5) | | Fair Value | | Percentage of Net Assets | |
NMI Acquisitionco, Inc. (dba Network Merchants)(6)(7)(15)(16)(18) | | First lien senior secured delayed draw term loan | | L + 5.75% | | 10/2/2023 | | 3,343 | | | 3,285 | | | 3,227 | | | 0.1 | | % |
NMI Acquisitionco, Inc. (dba Network Merchants)(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 5.75% | | 9/8/2025 | | — | | | (14) | | | (25) | | | — | | % |
Smarsh Inc.(6)(12)(15) | | First lien senior secured loan | | SR + 6.50% | | 2/19/2029 | | 44,190 | | | 43,767 | | | 43,196 | | | 1.3 | | % |
Smarsh Inc.(6)(15)(16)(17)(18) | | First lien senior secured delayed draw term loan | | SR + 6.50% | | 2/19/2024 | | — | | | (52) | | | (138) | | | — | | % |
Smarsh Inc.(6)(15)(16)(17) | | First lien senior secured revolving loan | | SR + 6.50% | | 2/19/2029 | | — | | | (26) | | | (62) | | | — | | % |
| | | | | | | | 261,923 | | | 282,945 | | | 257,545 | | | 7.8 | | % |
Energy Equipment & Services | | | | | | | | | | | | | | | |
3ES Innovation Inc. (dba Aucerna)(6)(8)(15)(25) | | First lien senior secured loan | | L + 6.75% | | 5/13/2025 | | 71,702 | | | 71,152 | | | 70,448 | | | 2.1 | | % |
3ES Innovation Inc. (dba Aucerna)(6)(8)(15)(16)(25) | | First lien senior secured revolving loan | | L + 6.75% | | 5/13/2025 | | 2,000 | | | 1,973 | | | 1,920 | | | 0.1 | | % |
Project Power Buyer, LLC (dba PEC-Veriforce)(6)(8)(15) | | First lien senior secured loan | | L + 6.00% | | 5/14/2026 | | 52,778 | | | 52,326 | | | 52,778 | | | 1.6 | | % |
Project Power Buyer, LLC (dba PEC-Veriforce)(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 5.75% | | 5/14/2025 | | — | | | (22) | | | — | | | — | | % |
| | | | | | | | 126,480 | | | 125,429 | | | 125,146 | | | 3.8 | | % |
Health Care Technology | | | | | | | | | | | | | | | |
BCPE Osprey Buyer, Inc. (dba PartsSource)(6)(8)(15) | | First lien senior secured loan | | L + 5.75% | | 8/23/2028 | | 117,084 | | | 115,400 | | | 113,572 | | | 3.5 | | % |
BCPE Osprey Buyer, Inc. (dba PartsSource)(6)(15)(16)(17)(18) | | First lien senior secured delayed draw term loan | | L + 5.75% | | 8/23/2023 | | — | | | (257) | | | (543) | | | — | | % |
BCPE Osprey Buyer, Inc. (dba PartsSource)(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 5.75% | | 8/21/2026 | | — | | | (175) | | | (367) | | | — | | % |
Datix Bidco Limited (dba RLDatix)(6)(13)(15)(18)(25) | | First lien senior secured loan | | S + 4.50% | | 4/28/2025 | | 774 | | | 862 | | | 749 | | | — | | % |
Datix Bidco Limited (dba RLDatix)(6)(13)(15)(18)(25) | | Second lien senior secured loan | | S + 7.75% | | 4/27/2026 | | 8,096 | | | 9,011 | | | 7,874 | | | 0.2 | | % |
GI Ranger Intermediate, LLC (dba Rectangle Health)(6)(11)(15) | | First lien senior secured loan | | SR + 6.00% | | 10/30/2028 | | 27,650 | | | 27,139 | | | 26,751 | | | 0.8 | | % |
GI Ranger Intermediate, LLC (dba Rectangle Health)(6)(11)(15)(16) | | First lien senior secured revolving loan | | SR + 6.00% | | 10/29/2027 | | 221 | | | 182 | | | 149 | | | — | | % |
Hyland Software, Inc.(6)(7)(15) | | Second lien senior secured loan | | L + 6.25% | | 7/7/2025 | | 94,842 | | | 94,810 | | | 92,708 | | | 2.8 | | % |
Imprivata, Inc.(6)(10)(15) | | Second lien senior secured loan | | SR + 6.25% | | 12/1/2028 | | 17,647 | | | 17,470 | | | 17,470 | | | 0.5 | | % |
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(6)(8)(15)(25) | | First lien senior secured loan | | L + 6.25% | | 8/21/2026 | | 153,474 | | | 152,068 | | | 151,172 | | | 4.6 | | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(20)(22) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(4)(5) | | Fair Value | | Percentage of Net Assets | |
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(6)(8)(15)(16)(25) | | First lien senior secured revolving loan | | L + 6.25% | | 8/21/2026 | | 3,978 | | | 3,931 | | | 3,886 | | | 0.1 | | % |
Interoperability Bidco, Inc. (dba Lyniate)(6)(11)(15) | | First lien senior secured loan | | SR + 7.00% | | 12/28/2026 | | 85,872 | | | 85,352 | | | 84,369 | | | 2.6 | | % |
Interoperability Bidco, Inc. (dba Lyniate)(6)(15)(16)(17) | | First lien senior secured revolving loan | | SR + 7.00% | | 12/26/2024 | | — | | | (21) | | | (68) | | | — | | % |
Inovalon Holdings, Inc.(6)(7)(15) | | First lien senior secured loan | | L + 6.25% (incl. 2.75% PIK) | | 11/24/2028 | | 131,593 | | | 128,586 | | | 126,329 | | | 3.9 | | % |
Inovalon Holdings, Inc.(6)(15)(16)(17)(18) | | First lien senior secured delayed draw term loan | | L + 5.75% | | 5/24/2024 | | — | | | (158) | | | (380) | | | — | | % |
Inovalon Holdings, Inc.(6)(7)(15) | | Second lien senior secured loan | | L + 10.50% PIK | | 11/24/2033 | | 66,352 | | | 65,149 | | | 64,528 | | | 2.0 | | % |
RL Datix Holdings (USA), Inc.(6)(12)(15)(18)(25) | | First lien senior secured loan | | SR + 4.50% | | 4/28/2025 | | 10,000 | | | 9,848 | | | 9,572 | | | 0.3 | | % |
RL Datix Holdings (USA), Inc.(6)(15)(16)(17)(18)(25) | | First lien senior secured delayed draw term loan | | SR + 4.50% | | 4/14/2024 | | — | | | (44) | | | (104) | | | — | | % |
RL Datix Holdings (USA), Inc.(6)(15)(16)(17)(18)(25) | | First lien senior secured revolving loan | | SR + 4.50% | | 4/27/2025 | | — | | | (38) | | | (65) | | | — | | % |
RL Datix Holdings (USA), Inc.(6)(12)(15)(16)(18)(25) | | Second lien senior secured loan | | SR + 7.75% | | 4/27/2026 | | 20,000 | | | 19,602 | | | 19,409 | | | 0.6 | | % |
| | | | | | | | 737,583 | | | 728,717 | | | 717,011 | | | 21.9 | | % |
Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | |
MINDBODY, Inc.(6)(9)(15) | | First lien senior secured loan | | L + 8.50% (incl. 1.50% PIK) | | 2/14/2025 | | 79,572 | | | 79,149 | | | 79,572 | | | 2.4 | | % |
MINDBODY, Inc.(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 8.00% | | 2/14/2025 | | — | | | (31) | | | — | | | — | | % |
| | | | | | | | 79,572 | | | 79,118 | | | 79,572 | | | 2.4 | | % |
Household Durables | | | | | | | | | | | | | | | |
BCTO BSI Buyer, Inc. (dba Buildertrend)(6)(8)(15) | | First lien senior secured loan | | L + 8.00% PIK | | 12/23/2026 | | 63,764 | | | 63,271 | | | 63,286 | | | 1.9 | | % |
BCTO BSI Buyer, Inc. (dba Buildertrend)(6)(8)(15)(16) | | First lien senior secured revolving loan | | L + 7.00% | | 12/23/2026 | | 4,975 | | | 4,919 | | | 4,919 | | | 0.2 | | % |
| | | | | | | | 68,739 | | | 68,190 | | | 68,205 | | | 2.1 | | % |
Industrial Conglomerates | | | | | | | | | | | | | | | |
QAD, Inc.(6)(7)(15) | | First lien senior secured loan | | L + 6.00% | | 11/5/2027 | | 88,350 | | | 86,743 | | | 85,037 | | | 2.6 | | % |
QAD, Inc.(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 6.00% | | 11/5/2027 | | — | | | (204) | | | (429) | | | — | | % |
| | | | | | | | 88,350 | | | 86,539 | | | 84,608 | | | 2.6 | | % |
Insurance | | | | | | | | | | | | | | | |
Asurion, LLC(3)(6)(7)(15) | | Second lien senior secured loan | | L + 5.25% | | 1/31/2028 | | 10,833 | | | 10,619 | | | 9,208 | | | 0.3 | | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(20)(22) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(4)(5) | | Fair Value | | Percentage of Net Assets | |
Integrity Marketing Acquisition, LLC(6)(9)(15) | | First lien senior secured loan | | L + 5.75% | | 8/27/2025 | | 54,856 | | | 54,325 | | | 54,582 | | | 1.7 | | % |
Integrity Marketing Acquisition, LLC(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 5.75% | | 8/27/2025 | | — | | | (29) | | | (19) | | | — | | % |
| | | | | | | | 65,689 | | | 64,915 | | | 63,771 | | | 2.0 | | % |
Internet & Direct Marketing Retail | | | | | | | | | | | | | | | |
Walker Edison Furniture Company LLC(6)(8)(15) | | First lien senior secured loan | | L + 8.75% (incl. 3.00% PIK) | | 3/31/2027 | | 34,030 | | | 34,030 | | | 28,585 | | | 0.9 | | % |
| | | | | | | | 34,030 | | | 34,030 | | | 28,585 | | | 0.9 | | % |
IT Services | | | | | | | | | | | | | | | |
BCPE Nucleon (DE) SPV, LP(6)(9)(15) | | First lien senior secured loan | | L + 7.00% | | 9/24/2026 | | 133,333 | | | 131,780 | | | 131,667 | | | 4.0 | | % |
Kaseya Inc.(6)(12)(15) | | First lien senior secured loan | | SR + 5.75% | | 6/25/2029 | | 15,610 | | | 15,299 | | | 15,298 | | | 0.5 | | % |
Kaseya Inc.(6)(15)(16)(17)(18) | | First lien senior secured delayed draw term loan | | SR + 5.75% | | 6/24/2024 | | — | | | (9) | | | (9) | | | — | | % |
Kaseya Inc.(6)(15)(16)(17) | | First lien senior secured revolving loan | | SR + 5.75% | | 6/25/2029 | | — | | | (19) | | | (19) | | | — | | % |
Pluralsight, LLC(6)(8)(15) | | First lien senior secured loan | | L + 8.00% | | 4/6/2027 | | 159,495 | | | 158,058 | | | 156,704 | | | 4.8 | | % |
Pluralsight, LLC(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 8.00% | | 4/6/2027 | | — | | | (79) | | | (175) | | | — | | % |
| | | | | | | | 308,438 | | | 305,030 | | | 303,466 | | | 9.3 | | % |
Life Sciences Tools & Services | | | | | | | | | | | | | | | |
Bracket Intermediate Holding Corp.(3)(6)(8)(15) | | First lien senior secured loan | | L + 4.25% | | 9/5/2025 | | 391 | | | 372 | | | 375 | | | — | | % |
Bracket Intermediate Holding Corp.(6)(8)(15) | | Second lien senior secured loan | | L + 8.13% | | 9/7/2026 | | 20,000 | | | 19,754 | | | 19,400 | | | 0.6 | | % |
| | | | | | | | 20,391 | | | 20,126 | | | 19,775 | | | 0.6 | | % |
Professional Services | | | | | | | | | | | | | | | |
Cornerstone OnDemand, Inc.(6)(7)(15) | | Second lien senior secured loan | | L + 6.50% | | 10/15/2029 | | 71,667 | | | 70,663 | | | 64,858 | | | 2.0 | | % |
Gerson Lehrman Group, Inc.(6)(9)(15) | | First lien senior secured loan | | L + 5.25% | | 12/12/2024 | | 95,127 | | | 94,500 | | | 94,651 | | | 2.9 | | % |
Gerson Lehrman Group, Inc.(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 5.25% | | 12/12/2024 | | — | | | (15) | | | (18) | | | — | | % |
Motus Group, LLC(6)(7)(15) | | Second lien senior secured loan | | L + 6.50% | | 12/10/2029 | | 17,868 | | | 17,698 | | | 17,332 | | | 0.5 | | % |
Proofpoint, Inc.(3)(6)(8)(15) | | Second lien senior secured loan | | L + 6.25% | | 8/31/2029 | | 55,000 | | | 54,747 | | | 52,525 | | | 1.6 | | % |
Thunder Purchaser, Inc. (dba Vector Solutions)(6)(8)(15) | | First lien senior secured loan | | L + 5.75% | | 6/30/2028 | | 132,289 | | | 131,122 | | | 128,982 | | | 3.9 | | % |
Thunder Purchaser, Inc. (dba Vector Solutions)(6)(15)(16)(17)(18) | | First lien senior secured delayed draw term loan | | L + 5.75% | | 8/17/2023 | | — | | | — | | | (338) | | | — | | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(20)(22) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(4)(5) | | Fair Value | | Percentage of Net Assets | |
Thunder Purchaser, Inc. (dba Vector Solutions)(6)(8)(15)(16) | | First lien senior secured revolving loan | | L + 5.75% | | 6/30/2027 | | 2,700 | | | 2,634 | | | 2,503 | | | 0.1 | | % |
When I Work, Inc.(6)(8) | | First lien senior secured loan | | L + 7.00% PIK | | 11/2/2027 | | 30,493 | | | 30,221 | | | 29,654 | | | 0.9 | | % |
When I Work, Inc.(6)(16)(17) | | First lien senior secured revolving loan | | L + 6.00% | | 11/2/2027 | | — | | | (50) | | | (154) | | | — | | % |
| | | | | | | | 405,144 | | | 401,520 | | | 389,995 | | | 11.9 | | % |
Real Estate Management & Development | | | | | | | | | | | | | | | |
Reef Global Acquisition LLC (fka Cheese Acquisition, LLC)(6)(8)(15) | | First lien senior secured loan | | L + 6.00% (incl. 1.25% PIK) | | 11/28/2024 | | 37,442 | | | 37,351 | | | 35,851 | | | 1.1 | | % |
Imperial Parking Canada(6)(8)(15) | | First lien senior secured loan | | L + 6.00% (incl. 1.25% PIK) | | 11/28/2024 | | 7,606 | | | 7,443 | | | 7,283 | | | 0.2 | | % |
Reef Global Acquisition LLC (fka Cheese Acquisition, LLC)(6)(7)(15)(16) | | First lien senior secured revolving loan | | L + 4.75% | | 11/28/2023 | | 2,792 | | | 2,803 | | | 2,599 | | | 0.1 | | % |
REALPAGE, INC.(6)(7)(15) | | Second lien senior secured loan | | L + 6.50% | | 4/23/2029 | | 52,500 | | | 51,805 | | | 49,744 | | | 1.5 | | % |
| | | | | | | | 100,340 | | | 99,402 | | | 95,477 | | | 2.9 | | % |
Systems Software | | | | | | | | | | | | | | | |
Acquia Inc.(6)(7) | | First lien senior secured loan | | L + 7.00% | | 10/31/2025 | | 152,102 | | | 151,074 | | | 152,102 | | | 4.6 | | % |
Acquia Inc.(6)(9)(16) | | First lien senior secured revolving loan | | L + 7.00% | | 10/31/2025 | | 1,415 | | | 1,349 | | | 1,415 | | | — | | % |
Bayshore Intermediate #2, L.P. (dba Boomi)(6)(7)(15) | | First lien senior secured loan | | L + 7.75% PIK | | 10/2/2028 | | 148,715 | | | 145,811 | | | 144,253 | | | 4.4 | | % |
Bayshore Intermediate #2, L.P. (dba Boomi)(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 6.75% | | 10/1/2027 | | — | | | (230) | | | (351) | | | — | | % |
Barracuda Networks, Inc.(6)(8)(15) | | Second lien senior secured loan | | L + 6.75% | | 10/30/2028 | | 5,651 | | | 5,603 | | | 5,651 | | | 0.2 | | % |
Centrify Corporation(6)(7)(15) | | First lien senior secured loan | | L + 5.75% | | 3/2/2028 | | 79,704 | | | 78,011 | | | 77,113 | | | 2.4 | | % |
Centrify Corporation(6)(8)(15)(16) | | First lien senior secured revolving loan | | L + 5.75% | | 3/2/2027 | | 4,081 | | | 3,894 | | | 3,816 | | | 0.1 | | % |
Forescout Technologies, Inc.(6)(8)(15) | | First lien senior secured loan | | L + 9.50% PIK | | 8/17/2026 | | 89,580 | | | 88,595 | | | 89,580 | | | 2.7 | | % |
Forescout Technologies, Inc.(6)(15)(16)(17) | | First lien senior secured loan | | L + 8.00% | | 8/17/2026 | | — | | | (274) | | | (69) | | | — | | % |
Forescout Technologies, Inc.(6)(15)(16)(17)(18) | | First lien senior secured delayed draw term loan | | L + 8.00% | | 7/1/2024 | | — | | | (161) | | | (80) | | | — | | % |
Forescout Technologies, Inc.(6)(7)(15)(16) | | First lien senior secured revolving loan | | L + 8.50% | | 8/18/2025 | | 5,000 | | | 4,909 | | | 5,000 | | | 0.2 | | % |
Delta TopCo, Inc. (dba Infoblox, Inc.)(6)(9)(15) | | Second lien senior secured loan | | L + 7.25% | | 12/1/2028 | | 20,000 | | | 19,916 | | | 18,600 | | | 0.6 | | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(20)(22) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(4)(5) | | Fair Value | | Percentage of Net Assets | |
H&F Opportunities LUX III S.À R.L (dba Checkmarx)(6)(9)(15)(25) | | First lien senior secured loan | | L + 7.50% | | 4/16/2026 | | 148,889 | | | 145,814 | | | 148,889 | | | 4.5 | | % |
H&F Opportunities LUX III S.À R.L (dba Checkmarx)(6)(15)(16)(17)(25) | | First lien senior secured revolving loan | | L + 7.50% | | 4/16/2026 | | — | | | (474) | | | — | | | — | | % |
Ivanti Software, Inc.(6)(8) | | Second lien senior secured loan | | L + 6.75% | | 12/1/2028 | | 21,000 | | | 20,467 | | | 19,215 | | | 0.6 | | % |
Rubrik, Inc.(6)(10)(15) | | First lien senior secured loan | | SR + 6.50% | | 6/10/2027 | | 6,282 | | | 6,157 | | | 6,169 | | | 0.2 | | % |
Rubrik, Inc.(6)(15)(16)(17) | | First lien senior secured delayed draw term loan | | SR + 6.50% | | 6/10/2027 | | — | | | — | | | (13) | | | — | | % |
Securonix, Inc.(6)(10)(15) | | First lien senior secured loan | | SR + 6.50% | | 4/5/2028 | | 19,774 | | | 19,583 | | | 19,576 | | | 0.6 | | % |
Securonix, Inc.(6)(15)(16)(17) | | First lien senior secured revolving loan | | SR + 6.50% | | 4/5/2028 | | — | | | (34) | | | (36) | | | — | | % |
Tahoe Finco, LLC(6)(7)(15)(25) | | First lien senior secured loan | | L + 6.00% | | 9/29/2028 | | 172,093 | | | 170,519 | | | 167,791 | | | 5.1 | | % |
Tahoe Finco, LLC(6)(15)(16)(17)(25) | | First lien senior secured revolving loan | | L + 6.00% | | 10/1/2027 | | — | | | (113) | | | (323) | | | — | | % |
| | | | | | | | 874,286 | | | 860,416 | | | 858,298 | | | 26.2 | | % |
Thrifts & Mortgage Finance | | | | | | | | | | | | | | | |
Blend Labs, Inc.(6)(8)(15) | | First lien senior secured loan | | L + 7.50% | | 7/1/2026 | | 112,500 | | | 110,218 | | | 110,531 | | | 3.4 | | % |
Blend Labs, Inc.(6)(15)(16)(17) | | First lien senior secured revolving loan | | L + 7.50% | | 7/1/2026 | | — | | | (100) | | | (219) | | | — | | % |
| | | | | | | | 112,500 | | | 110,118 | | | 110,312 | | | 3.4 | | % |
Total non-controlled/non-affiliated portfolio company debt investments | | | | | | | | $ | 4,982,862 | | | $ | 4,937,042 | | | $ | 4,854,701 | | | 148.5 | | % |
| | | | | | | | | | | | | | | |
Equity Investments | | | | | | | | | | | | | | | |
Aerospace & Defense | | | | | | | | | | | | | | | |
Space Exploration Technologies Corp.(15)(19)(26) | | Class A Common Stock | | N/A | | N/A | | 157,645 | | | 23,007 | | | 29,352 | | | 0.9 | | % |
Space Exploration Technologies Corp.(15)(19)(26) | | Class C Common Stock | | N/A | | N/A | | 8,425 | | | 4,011 | | | 5,898 | | | 0.2 | | % |
| | | | | | | | | | 27,018 | | | 35,250 | | | 1.1 | | % |
Application Software | | | | | | | | | | | | | | | |
6Sense Insights, Inc.(15)(19)(26) | | Series E-1 Preferred Stock | | N/A | | N/A | | 1,264,514 | | | 40,066 | | | 37,503 | | | 1.1 | | % |
Alpha Partners Technology Merger Corp(2)(25)(26) | | Common Stock | | N/A | | N/A | | 2,000,000 | | | 20,027 | | | 19,500 | | | 0.6 | | % |
Alpha Partners Technology Merger Corp(25)(26) | | Sponsor Shares | | N/A | | N/A | | 100,000 | | | 1,000 | | | 2,130 | | | 0.1 | | % |
Diligent Preferred Issuer, Inc. (dba Diligent Corporation)(15)(19) | | Preferred Stock | | 10.50% PIK | | N/A | | 15,000 | | | 16,242 | | | 15,386 | | | 0.5 | | % |
EShares, Inc. (dba Carta)(19)(26) | | Series E Preferred Stock | | N/A | | N/A | | 186,904 | | | 2,008 | | | 7,532 | | | 0.2 | | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(20)(22) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(4)(5) | | Fair Value | | Percentage of Net Assets | |
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(15)(19)(25)(26) | | LP Interest | | N/A | | N/A | | 2,280,564 | | | 2,281 | | | 2,281 | | | 0.1 | | % |
MessageBird BidCo B.V.(15)(19)(25)(26) | | Extended Series C Warrants | | N/A | | N/A | | 191,530 | | | 1,174 | | | 398 | | | — | | % |
Nylas, Inc.(19)(26) | | Series C Preferred Stock | | N/A | | N/A | | 2,088,467 | | | 15,009 | | | 11,502 | | | 0.4 | | % |
Project Alpine Co-Invest Fund, L.P.(15)(19)(25)(26) | | LP Interest | | N/A | | N/A | | 3,643,669 | | | 3,646 | | | 3,644 | | | 0.1 | | % |
Saturn Ultimate, Inc.(15)(19)(26) | | Common Stock | | N/A | | N/A | | 4,421,347 | | | 25,008 | | | 51,929 | | | 1.6 | | % |
| | | | | | | | | | 126,461 | | | 151,805 | | | 4.7 | | % |
Capital Markets | | | | | | | | | | | | | | | |
Robinhood Markets, Inc.(2)(25)(26) | | Common Stock | | N/A | | N/A | | 2,416,000 | | | 64,326 | | | 19,860 | | | 0.6 | | % |
| | | | | | | | | | 64,326 | | | 19,860 | | | 0.6 | | % |
Construction & Engineering | | | | | | | | | | | | | | | |
Dodge Construction Network Holdings, L.P.(15)(19) | | Series A Preferred Units | | 8.25% | | N/A | | — | | | 70 | | | 70 | | | — | | % |
Dodge Construction Network Holdings, L.P.(15)(19)(26) | | Class A-2 Common Units | | N/A | | N/A | | 3,333,333 | | | 2,841 | | | 2,834 | | | 0.1 | | % |
| | | | | | | | | | 2,911 | | | 2,904 | | | 0.1 | | % |
Consumer Finance | | | | | | | | | | | | | | | |
Remitly Global, Inc.(2)(19)(26) | | Common Stock | | N/A | | N/A | | 2,772,231 | | | 20,008 | | | 21,235 | | | 0.6 | | % |
| | | | | | | | | | 20,008 | | | 21,235 | | | 0.6 | | % |
Diversified Consumer Services | | | | | | | | | | | | | | | |
SLA Eclipse Co-Invest, L.P.(3)(19)(26) | | LP Interest | | N/A | | N/A | | 15,000 | | | 15,153 | | | 14,843 | | | 0.5 | | % |
| | | | | | | | | | 15,153 | | | 14,843 | | | 0.5 | | % |
Diversified Financial Services | | | | | | | | | | | | | | | |
Brex, Inc.(19)(26) | | Preferred Stock | | N/A | | N/A | | 143,943 | | | 5,011 | | | 5,000 | | | 0.2 | | % |
| | | | | | | | | | 5,011 | | | 5,000 | | | 0.2 | | % |
Health Care Technology | | | | | | | | | | | | | | | |
BEHP Co-Investor II, L.P.(15)(19)(25)(26) | | LP Interest | | N/A | | N/A | | 1,269,968 | | | 1,273 | | | 1,270 | | | — | | % |
Minerva Holdco, Inc.(15)(19) | | Series A Preferred Stock | | 10.75% PIK | | N/A | | 50,000 | | | 51,069 | | | 47,871 | | | 1.5 | | % |
WP Irving Co-Invest, L.P.(15)(19)(25)(26) | | LP Interest | | N/A | | N/A | | 1,250,000 | | | 1,250 | | | 1,250 | | | — | | % |
| | | | | | | | | | 53,592 | | | 50,391 | | | 1.5 | | % |
Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | |
Toast, Inc.(19)(26) | | Warrants | | N/A | | N/A | | 5,762,612 | | | 36,254 | | | 19,794 | | | 0.6 | | % |
Toast, Inc.(2)(26) | | Common Stock | | N/A | | N/A | | 322,578 | | | 6,398 | | | 4,174 | | | 0.1 | | % |
VEPF Torreys Aggregator, LLC(15)(19) | | Series A Preferred Stock | | 6.00% PIK | | N/A | | 25,000 | | | 25,758 | | | 24,250 | | | 0.7 | | % |
| | | | | | | | | | 68,410 | | | 48,218 | | | 1.4 | | % |
Internet & Direct Marketing Retail | | | | | | | | | | | | | | | |
Kajabi Holdings, LLC(19)(26) | | Senior Preferred Class D Units | | N/A | | N/A | | 4,126,175 | | | 50,025 | | | 40,130 | | | 1.2 | | % |
Klaviyo, Inc.(19)(26) | | Common Stock | | N/A | | N/A | | 1,198,270 | | | 40,018 | | | 38,600 | | | 1.2 | | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(20)(22) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(4)(5) | | Fair Value | | Percentage of Net Assets | |
Linked Store Cayman Ltd (dba Nuvemshop)(15)(19)(25)(26) | | Series E Preferred Stock | | N/A | | N/A | | 19,499 | | | 42,496 | | | 32,949 | | | 1.0 | | % |
| | | | | | | | | | 132,539 | | | 111,679 | | | 3.4 | | % |
IT Services | | | | | | | | | | | | | | | |
E2Open Parent Holdings, Inc.(2)(25)(26) | | Class A Common Stock | | N/A | | N/A | | 1,650,943 | | | 17,504 | | | 12,844 | | | 0.4 | | % |
JumpCloud, Inc.(19)(26) | | Series B Preferred Stock | | N/A | | N/A | | 756,590 | | | 4,531 | | | 4,058 | | | 0.1 | | % |
JumpCloud, Inc.(19)(26) | | Series F Preferred Stock | | N/A | | N/A | | 6,679,245 | | | 40,017 | | | 35,820 | | | 1.1 | | % |
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(15)(19) | | Perpetual Preferred Stock | | 11.75% PIK | | N/A | | 7,312,500 | | | 7,313 | | | 7,313 | | | 0.2 | | % |
Replicated, Inc.(19)(26) | | Series C Preferred Stock | | N/A | | N/A | | 1,277,832 | | | 20,008 | | | 18,132 | | | 0.6 | | % |
Starboard Value Acquisition Corp. (dba Cyxtera Technologies, Inc.)(2)(25)(26) | | Common Stock | | N/A | | N/A | | 1,500,000 | | | 15,009 | | | 17,010 | | | 0.5 | | % |
WMC Bidco, Inc.(15)(19) | | Senior Preferred Stock | | 11.25% PIK | | N/A | | 57,231 | | | 60,059 | | | 56,245 | | | 1.7 | | % |
| | | | | | | | | | 164,441 | | | 151,422 | | | 4.6 | | % |
Professional Services | | | | | | | | | | | | | | | |
BCTO WIW Holdings, Inc.(15)(19)(26) | | Class A Common Stock | | N/A | | N/A | | 70,000 | | | 7,000 | | | 5,296 | | | 0.2 | | % |
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand, Inc.)(15)(19) | | Series A Preferred Stock | | 10.50% PIK | | N/A | | 28,000 | | | 29,460 | | | 25,902 | | | 0.8 | | % |
Thunder Topco L.P. (dba Vector Solutions)(15)(19)(26) | | Common Units | | N/A | | N/A | | 7,857,410 | | | 7,857 | | | 7,182 | | | 0.2 | | % |
| | | | | | | | | | 44,317 | | | 38,380 | | | 1.2 | | % |
Road & Rail | | | | | | | | | | | | | | | |
Bolt Technology OÜ(19)(25)(26) | | Preferred Stock | | N/A | | N/A | | 45,454 | | | 11,306 | | | 9,638 | | | 0.3 | | % |
| | | | | | | | | | 11,306 | | | 9,638 | | | 0.3 | | % |
Systems Software | | | | | | | | | | | | | | | |
Algolia, Inc.(19)(26) | | Series C Preferred Stock | | N/A | | N/A | | 970,281 | | | 10,000 | | | 24,763 | | | 0.8 | | % |
Algolia, Inc.(19)(26) | | Series D Preferred Stock | | N/A | | N/A | | 136,776 | | | 4,000 | | | 3,798 | | | 0.1 | | % |
Arctic Wolf Networks, Inc.(19)(26) | | Preferred Stock | | N/A | | N/A | | 3,032,840 | | | 25,036 | | | 29,565 | | | 0.9 | | % |
Brooklyn Lender Co-Invest 2, L.P.(15)(19)(26) | | Common Units | | N/A | | N/A | | 12,692,160 | | | 12,692 | | | 10,730 | | | 0.3 | | % |
Circle Internet Services, Inc.(19)(26) | | Series D Preferred Stock | | N/A | | N/A | | 2,934,961 | | | 15,000 | | | 40,155 | | | 1.2 | | % |
Circle Internet Services, Inc.(19)(26) | | Series E Preferred Stock | | N/A | | N/A | | 821,806 | | | 6,917 | | | 11,841 | | | 0.4 | | % |
Circle Internet Services, Inc.(19)(26) | | Series F Preferred Stock | | N/A | | N/A | | 75,876 | | | 1,500 | | | 1,401 | | | — | | % |
Circle Internet Services, Inc.(19)(26) | | Warrants | | N/A | | N/A | | 244,580 | | | — | | | 2,192 | | | 0.1 | | % |
Exabeam, Inc.(15)(19)(26) | | Series F Preferred Stock | | N/A | | N/A | | 2,051,634 | | | 59,923 | | | 56,060 | | | 1.7 | | % |
Exabeam, Inc.(15)(19)(26) | | Common Stock | | N/A | | N/A | | 1,289,034 | | | 35,745 | | | 35,219 | | | 1.1 | | % |
Halo Parent Newco, LLC(19) | | Class H PIK Preferred Equity | | 11.00% PIK | | N/A | | 5,000 | | | 5,303 | | | 5,182 | | | 0.2 | | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(20)(22) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(4)(5) | | Fair Value | | Percentage of Net Assets | |
Illumio, Inc.(19)(26) | | Series F Preferred Stock | | N/A | | N/A | | 2,483,618 | | | 16,683 | | | 14,477 | | | 0.4 | | % |
Illumio, Inc.(19)(26) | | Common Stock | | N/A | | N/A | | 358,365 | | | 2,432 | | | 1,802 | | | 0.1 | | % |
| | | | | | | | | | 195,231 | | | 237,185 | | | 7.3 | | % |
Thrifts & Mortgage Finance | | | | | | | | | | | | | | | |
Blend Labs, Inc.(2)(15)(26) | | Common Stock | | N/A | | N/A | | 216,953 | | | 3,000 | | | 512 | | | — | | % |
Blend Labs, Inc.(15)(19)(26) | | Warrants | | N/A | | N/A | | 299,216 | | | 1,625 | | | 51 | | | — | | % |
| | | | | | | | | | 4,625 | | | 563 | | | — | | % |
Total non-controlled/non-affiliated portfolio company equity investments | | | | | | | | | | $ | 935,349 | | | $ | 898,373 | | | 27.5 | | % |
Total non-controlled/non-affiliated portfolio company investments | | | | | | | | | | $ | 5,872,391 | | | $ | 5,753,074 | | | 176.0 | | % |
Non-controlled/affiliated portfolio company investments | | | | | | | | | | | | | | | |
Equity Investments | | | | | | | | | | | | | | | |
Systems Software | | | | | | | | | | | | | | | |
Help HP SCF Investor, LP(19)(23)(26) | | LP Interest | | N/A | | N/A | | 59,333 | | | 59,379 | | | 61,536 | | | 1.9 | | % |
Split Software, Inc.(19)(23)(26) | | Series D Non-Participating Convertible Preferred Stock | | N/A | | N/A | | 12,335,526 | | | 30,005 | | | 26,028 | | | 0.8 | | % |
| | | | | | | | | | 89,384 | | | 87,564 | | | 2.7 | | % |
Internet & Direct Marketing Retail | | | | | | | | | | | | | | | |
Signifyd Inc.(19)(23) | | Series E Preferred Stock | | 9.00% PIK | | N/A | | 2,755,121 | | | 111,738 | | | 108,289 | | | 3.3 | | % |
| | | | | | | | | | 111,738 | | | 108,289 | | | 3.3 | | % |
Total non-controlled/affiliated portfolio company equity investments | | | | | | | | | | $ | 201,122 | | | $ | 195,853 | | | 6.0 | | % |
Total non-controlled/affiliated portfolio company investments | | | | | | | | | | $ | 201,122 | | | $ | 195,853 | | | 6.0 | | % |
| | | | | | | | | | | | | | | |
Controlled/affiliated portfolio company investments | | | | | | | | | | | | | | | |
Equity Investments | | | | | | | | | | | | | | | |
Diversified Financial Services | | | | | | | | | | | | | | | |
Revolut Ribbit Holdings, LLC(19)(24)(25)(26) | | LLC Interest | | N/A | | N/A | | 75,000 | | | 75,231 | | | 51,019 | | | 1.5 | | % |
| | | | | | | | | | 75,231 | | | 51,019 | | | 1.5 | | % |
Total controlled/affiliated portfolio company equity investments | | | | | | | | | | $ | 75,231 | | | $ | 51,019 | | | 1.5 | | % |
Total controlled/affiliated portfolio company investments | | | | | | | | | | $ | 75,231 | | | $ | 51,019 | | | 1.5 | | % |
Total Investments | | | | | | | | | | $ | 6,148,744 | | | $ | 5,999,946 | | | 183.5 | | % |
________________(1)Unless otherwise indicated, all investments are considered Level 3 investments.
(2)Level 1 investment.
(3)Level 2 investment.
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
(4)The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount, as applicable, on debt investments using the effective interest method.
(5)As of June 30, 2022, the net estimated unrealized loss on investments for U.S. federal income tax purposes was $125.6 million based on a tax cost basis of $6.1 billion. As of June 30, 2022, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $235.7 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $110.1 million.
(6)Loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”, which can include one-, two-, three-, six-, or twelve-month LIBOR), Secured Overnight Financing Rate ("SOFR" or "SR", which can include one-, three- or six-month SOFR), British Pound Sterling LIBOR (“GBPLIBOR” or “G”), Euro Interbank Offered Rate ("EURIBOR" or "E", which can include three- or six-month EURIBOR), Sterling Overnight Interbank Average Rate ("SONIA" or "S"), Canadian Dollar Offered Rate ("CDOR" or "C"), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate ("Prime" or "P")), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(7)The interest rate on these loans is subject to 1 month LIBOR, which as of June 30, 2022 was 1.79%.
(8)The interest rate on these loans is subject to 3 month LIBOR, which as of June 30, 2022 was 2.29%.
(9)The interest rate on these loans is subject to 6 month LIBOR, which as of June 30, 2022 was 2.94%.
(10)The interest rate on these loans is subject to 1 month SOFR, which as of June 30, 2022 was 1.69%.
(11)The interest rate on these loans is subject to 3 month SOFR, which as of June 30, 2022 was 2.12%.
(12)The interest rate on these loans is subject to 6 month SOFR, which as of June 30, 2022 was 2.63%.
(13)The interest rate on these loans is subject to 3 month SONIA, which as of June 30, 2022 was 1.55%.
(14)The interest rate on these loans is subject to 3 month EURIBOR, which as of June 30, 2022 was (0.20)%.
(15)Represents co-investment made with the Company’s affiliates in accordance with the terms of an order for exemptive relief that an affiliate of the Company's investment adviser received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions”.
(16)Position or portion thereof is an unfunded loan commitment. See Note 7 “Commitments and Contingencies”.
(17)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(18)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(19)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2022, the aggregate fair value of these securities is $1,069.2 million or 32.6% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
| | | | | | | | | | | | | | |
Portfolio Company | | Investment | | Acquisition Date |
6Sense Insights, Inc. | | Series E-1 Preferred Stock | | January 20, 2022 |
Algolia, Inc. | | Series C Preferred Stock | | August 30, 2019 |
Algolia, Inc. | | Series D Preferred Stock | | July 19, 2021 |
Arctic Wolf Networks, Inc. | | Preferred Stock | | July 7, 2021 |
BCTO WIW Holdings, Inc. | | Class A Common Stock | | November 2, 2021 |
BEHP Co-Investor II, L.P. | | LP Interest | | May 11, 2022 |
Blend Labs, Inc. | | Warrants | | July 2, 2021 |
Bolt Technology OÜ | | Preferred Stock | | December 10, 2021 |
Brooklyn Lender Co-Invest 2, L.P. | | Common Units | | October 1, 2021 |
Brex, Inc. | | Preferred Stock | | November 30, 2021 |
Circle Internet Services, Inc. | | Series D Preferred Stock | | May 20, 2019 |
Circle Internet Services, Inc. | | Series E Preferred Stock | | February 28, 2020 |
Circle Internet Services, Inc. | | Series F Preferred Stock | | May 4, 2021 |
Circle Internet Services, Inc. | | Warrants | | May 20, 2019 |
Diligent Preferred Issuer, Inc. (dba Diligent Corporation) | | Preferred Stock | | April 6, 2021 |
Dodge Construction Network Holdings, L.P. | | Class A-2 Common Units | | February 23, 2022 |
Dodge Construction Network Holdings, L.P. | | Series A Preferred Units | | February 23, 2022 |
EShares, Inc. (dba Carta) | | Series E Preferred Stock | | August 1, 2019 |
Exabeam, Inc. | | Series F Preferred Stock | | May 13, 2021 |
Exabeam, Inc. | | Common Stock | | June 25, 2021 |
Halo Parent Newco, LLC | | Class H PIK Preferred Equity | | October 15, 2021 |
Help HP SCF Investor, LP | | LP Interest | | April 28, 2021 |
Illumio, Inc. | | Common Stock | | June 23, 2021 |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | |
Portfolio Company | | Investment | | Acquisition Date |
Illumio, Inc. | | Series F Preferred Stock | | August 27, 2021 |
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC) | | LP Interest | | June 8, 2022 |
JumpCloud, Inc. | | Series B Preferred Stock | | December 30, 2021 |
JumpCloud, Inc. | | Series F Preferred Stock | | September 3, 2021 |
Kajabi Holdings, LLC | | Senior Preferred Class D Units | | March 24, 2021 |
Klaviyo, Inc. | | Common Stock | | May 4, 2021 |
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.) | | Perpetual Preferred Stock | | June 22, 2022 |
Linked Store Cayman Ltd (dba Nuvemshop) | | Series E Preferred Stock | | August 9, 2021 |
MessageBird BidCo B.V. | | Extended Series C Warrants | | May 5, 2021 |
Minerva Holdco, Inc. | | Series A Preferred Stock | | February 15, 2022 |
Nylas, Inc. | | Series C Preferred Stock | | June 3, 2021 |
Project Alpine Co-Invest Fund, L.P. | | LP Interest | | June 13, 2022 |
Remitly Global, Inc. | | Common Stock | | May 30, 2019 |
Replicated, Inc. | | Series C Preferred Stock | | June 30, 2021 |
Revolut Ribbit Holdings, LLC | | LLC Interest | | September 30, 2021 |
Saturn Ultimate, Inc. | | Common Stock | | December 29, 2021 |
Signifyd Inc. | | Series E Preferred Stock | | April 8, 2021 |
SLA Eclipse Co-Invest, L.P. | | LP Interest | | September 30, 2019 |
Space Exploration Technologies Corp. | | Class A Common Stock | | March 25, 2021 |
Space Exploration Technologies Corp. | | Class C Common Stock | | March 25, 2021 |
Split Software, Inc. | | Series D Non-Participating Convertible Preferred Stock | | August 13, 2021 |
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand, Inc.) | | Series A Preferred Stock | | October 15, 2021 |
Thunder Topco L.P. (dba Vector Solutions) | | Common Units | | June 30, 2021 |
Toast, Inc. | | Warrants | | June 21, 2021 |
VEPF Torreys Aggregator, LLC | | Series A Preferred Stock | | October 15, 2021 |
WMC Bidco, Inc. | | Senior Preferred Stock | | November 9, 2021 |
WP Irving Co-Invest, L.P. | | LP Interest | | May 18, 2022 |
(20)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II and CLO 2020-1. See Note 6 “Debt”.
(21)This portfolio company is not pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II and CLO 2020-1. See Note 6 "Debt".
(22)Unless otherwise indicated, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
(23)Under the Investment Company Act of 1940, as amended (the "1940 Act"), the Company is deemed to be an "Affiliated Person" of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% of the portfolio company's outstanding voting securities. Transactions during the six months ended June 30, 2022 in which the Company was an Affiliated Person of the portfolio company are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company | | Fair Value at December 31, 2021 | | Gross Additions(a) | | Gross Reductions(b) | | Net Change in Unrealized Gain/(Loss) | | Realized Gain/(Loss) | | Transfers | | Fair Value at June 30, 2022 | | Other Income | | Interest Income |
UserZoom Technologies, Inc. | | $ | 71,164 | | | $ | 1,476 | | | $ | (95,068) | | | $ | (14,443) | | | $ | 36,871 | | | $ | — | | | $ | — | | | $ | 78 | | | $ | — | |
Signifyd Inc. | | 106,938 | | | 4,800 | | | — | | | (3,449) | | | — | | | — | | | 108,289 | | | — | | | — | |
Split Software, Inc. | | 30,000 | | | — | | | — | | | (3,972) | | | — | | | — | | | 26,028 | | | — | | | — | |
Help SP SCF Investor, LP | | 61,268 | | | — | | | — | | | 268 | | | — | | | — | | | 61,536 | | | — | | | — | |
Total | | $ | 269,370 | | | $ | 6,276 | | | $ | (95,068) | | | $ | (21,596) | | | $ | 36,871 | | | $ | — | | | $ | 195,853 | | | $ | 78 | | | $ | — | |
(a)Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.
(b)Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.
(24)As defined in the 1940 act, the Company is deemed to be both an "Affiliated Person" and has "Control" of this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). The Company's investment in affiliates for the six months ended June 30, 2022, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company | | Fair Value at December 31, 2021 | | Gross Additions(a) | | Gross Reductions(b) | | Net Change in Unrealized Gain/(Loss) | | Realized Gain/(Loss) | | Transfers | | Fair Value at June 30, 2022 | | Other Income | | Interest Income |
Revolut Ribbit Holdings, LLC | | $ | 75,000 | | | $ | — | | | $ | — | | | $ | (23,981) | | | $ | — | | | $ | — | | | $ | 51,019 | | | $ | — | | | $ | — | |
Total | | $ | 75,000 | | | $ | — | | | $ | — | | | $ | (23,981) | | | $ | — | | | $ | — | | | $ | 51,019 | | | $ | — | | | $ | — | |
(a)Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.
(b)Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.
(25)This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of June 30, 2022, non-qualifying assets represented 20.8% of total assets as calculated in accordance with the regulatory requirements.
(26)Non-income producing investment.
The accompanying notes are an integral part of these consolidated financial statements.
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(19)(23) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets | |
Non-controlled/non-affiliated portfolio company investments | | | | | | | | | | | | | | | |
Debt Investments | | | | | | | | | | | | | | | |
Aerospace & defense | | | | | | | | | | | | | | | |
Peraton Corp.(4)(5)(13) | | Second lien senior secured loan | | L + 7.75% | | 2/1/2029 | | 87,500 | | | 86,282 | | | 87,063 | | | 2.5 | % |
| | | | | | | | 87,500 | | | 86,282 | | | 87,063 | | | 2.5 | % |
Application Software | | | | | | | | | | | | | | | |
Apptio, Inc.(4)(8)(13) | | First lien senior secured loan | | L + 7.25% | | 1/10/2025 | | 59,901 | | | 59,034 | | | 59,901 | | | 1.7 | % |
Apptio, Inc.(4)(8)(13)(15) | | First lien senior secured revolving loan | | L + 7.25% | | 1/10/2025 | | 1,308 | | | 1,275 | | | 1,308 | | | 0.0 | % |
Certify, Inc.(4)(5) | | First lien senior secured loan | | L + 5.50% | | 2/28/2024 | | 57,039 | | | 56,680 | | | 57,039 | | | 1.6 | % |
Certify, Inc.(4)(5)(15) | | First lien senior secured revolving loan | | L + 5.50% | | 2/28/2024 | | 570 | | | 558 | | | 570 | | | 0.0 | % |
CivicPlus, LLC(4)(7)(13) | | First lien senior secured loan | | L + 6.00% | | 8/24/2027 | | 35,200 | | | 34,865 | | | 34,848 | | | 1.0 | % |
CivicPlus, LLC(4)(13)(15)(17) | | First lien senior secured delayed draw term loan | | L + 6.00% | | 8/24/2023 | | — | | | — | | | — | | | 0.0 | % |
CivicPlus, LLC(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 6.00% | | 8/24/2027 | | — | | | (31) | | | (33) | | | 0.0 | % |
Diamondback Acquisition, Inc.(4)(7)(13) | | First lien senior secured loan | | L + 5.50% | | 9/13/2028 | | 101,893 | | | 99,926 | | | 99,855 | | | 2.8 | % |
Diamondback Acquisition, Inc.(4)(13)(15)(16)(17) | | First lien senior secured delayed draw term loan | | L + 5.50% | | 9/13/2023 | | — | | | (195) | | | (204) | | | 0.0 | % |
Diligent Corporation(4)(7) | | First lien senior secured loan | | L + 6.16% | | 8/4/2025 | | 22,594 | | | 22,209 | | | 22,367 | | | 0.6 | % |
Diligent Corporation(4)(7)(15)(17) | | First lien senior secured delayed draw term loan | | L + 6.25% | | 2/4/2022 | | 982 | | | 900 | | | 936 | | | 0.0 | % |
Diligent Corporation(4)(15)(16) | | First lien senior secured revolving loan | | L + 6.25% | | 8/4/2025 | | — | | | (27) | | | (15) | | | 0.0 | % |
Gainsight, Inc.(4)(5)(13) | | First lien senior secured loan | | L + 6.75% PIK | | 7/30/2027 | | 30,569 | | | 30,074 | | | 30,110 | | | 0.9 | % |
Gainsight, Inc.(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 6.00% | | 7/30/2027 | | — | | | (85) | | | (79) | | | 0.0 | % |
GovBrands Intermediate, Inc.(4)(7)(13) | | First lien senior secured loan | | L + 5.50% | | 8/4/2027 | | 64,325 | | | 62,807 | | | 62,717 | | | 1.8 | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(19)(23) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets | |
GovBrands Intermediate, Inc.(4)(5)(13)(15)(17) | | First lien senior secured delayed draw term loan | | L + 5.50% | | 8/4/2023 | | 14,509 | | | 14,083 | | | 14,063 | | | 0.4 | % |
GovBrands Intermediate, Inc.(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 5.50% | | 8/4/2027 | | — | | | (158) | | | (170) | | | 0.0 | % |
Granicus, Inc.(4)(7)(13) | | First lien senior secured loan | | L + 6.50% | | 1/29/2027 | | 29,736 | | | 29,115 | | | 29,215 | | | 0.8 | % |
Granicus, Inc.(4)(7)(13)(15)(17) | | First lien senior secured delayed draw term loan | | L + 6.00% | | 1/30/2023 | | 3,382 | | | 3,301 | | | 3,307 | | | 0.1 | % |
Granicus, Inc.(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 6.25% | | 1/29/2027 | | — | | | (54) | | | (46) | | | 0.0 | % |
GS Acquisitionco, Inc. (dba insightsoftware)(4)(8) | | First lien senior secured loan | | L + 5.75% | | 5/22/2026 | | 50,040 | | | 49,675 | | | 49,790 | | | 1.4 | % |
GS Acquisitionco, Inc. (dba insightsoftware)(4)(7)(15) | | First lien senior secured revolving loan | | L + 5.75% | | 5/22/2026 | | 1,588 | | | 1,564 | | | 1,572 | | | 0.0 | % |
MessageBird BidCo B.V.(4)(8)(13)(22) | | First lien senior secured loan | | L + 6.75% | | 4/29/2027 | | 120,000 | | | 117,581 | | | 117,600 | | | 3.2 | % |
Ministry Brands Holdings, LLC(4)(7)(13) | | First lien senior secured loan | | L + 5.50% | | 12/29/2028 | | 7,680 | | | 7,527 | | | 7,526 | | | 0.2 | % |
Ministry Brands Holdings, LLC(4)(13)(15)(16)(17) | | First lien senior secured delayed draw term loan | | L + 5.50% | | 12/27/2023 | | — | | | (25) | | | (24) | | | 0.0 | % |
Ministry Brands Holdings, LLC(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 5.50% | | 12/30/2027 | | — | | | (15) | | | (15) | | | 0.0 | % |
Velocity HoldCo III Inc. (dba VelocityEHS)(4)(7)(13) | | First lien senior secured loan | | L + 5.75% | | 4/22/2027 | | 41,458 | | | 40,614 | | | 40,629 | | | 1.2 | % |
Velocity HoldCo III Inc. (dba VelocityEHS)(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 5.75% | | 4/22/2026 | | — | | | (48) | | | (50) | | | 0.0 | % |
| | | | | | | | 642,774 | | | 631,150 | | | 632,717 | | | 17.7 | % |
Banks | | | | | | | | | | | | | | | |
AxiomSL Group, Inc.(4)(7)(13) | | First lien senior secured loan | | L + 6.00% | | 12/3/2027 | | 141,481 | | | 139,752 | | | 140,420 | | | 4.0 | % |
AxiomSL Group, Inc.(4)(13)(15)(16)(17) | | First lien senior secured delayed draw term loan | | L + 6.00% | | 7/21/2023 | | — | | | (11) | | | — | | | 0.0 | % |
AxiomSL Group, Inc.(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 6.00% | | 12/3/2025 | | — | | | (174) | | | (116) | | | 0.0 | % |
| | | | | | | | 141,481 | | | 139,567 | | | 140,304 | | | 4.0 | % |
Building products | | | | | | | | | | | | | | | |
EET Buyer, Inc. (dba e-Emphasys)(4)(7)(13) | | First lien senior secured loan | | L + 5.75% | | 11/8/2027 | | 45,455 | | | 45,011 | | | 45,000 | | | 1.3 | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(19)(23) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets | |
EET Buyer, Inc. (dba e-Emphasys)(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 5.75% | | 11/8/2027 | | — | | | (44) | | | (45) | | | 0.0 | % |
| | | | | | | | 45,455 | | | 44,967 | | | 44,955 | | | 1.3 | % |
Commercial Services & Supplies | | | | | | | | | | | | | | | |
Dude Solutions Holdings, Inc.(4)(5) | | First lien senior secured loan | | L + 6.25% | | 6/13/2025 | | 83,722 | | | 82,289 | | | 83,302 | | | 2.4 | % |
Dude Solutions Holdings, Inc.(4)(15)(16) | | First lien senior secured revolving loan | | L + 6.25% | | 6/13/2025 | | — | | | (90) | | | (35) | | | 0.0 | % |
| | | | | | | | 83,722 | | | 82,199 | | | 83,267 | | | 2.4 | % |
Industrial Conglomerates | | | | | | | | | | | | | | | |
QAD, Inc.(4)(6)(13) | | First lien senior secured loan | | L + 6.00% | | 11/5/2027 | | 88,571 | | | 86,838 | | | 86,800 | | | 2.5 | % |
QAD, Inc.(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 6.00% | | 11/5/2027 | | — | | | (223) | | | (229) | | | 0.0 | % |
| | | | | | | | 88,571 | | | 86,615 | | | 86,571 | | | 2.5 | % |
Construction & Engineering | | | | | | | | | | | | | | | |
Dodge Data & Analytics LLC(4)(8)(13) | | First lien senior secured loan | | L + 7.50% | | 4/14/2026 | | 49,751 | | | 48,873 | | | 51,243 | | | 1.5 | % |
Dodge Data & Analytics LLC(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 7.50% | | 4/14/2026 | | — | | | (49) | | | — | | | 0.0 | % |
| | | | | | | | 49,751 | | | 48,824 | | | 51,243 | | | 1.5 | % |
Diversified Consumer Services | | | | | | | | | | | | | | | |
Litera Bidco LLC(4)(5)(13) | | First lien senior secured loan | | L + 5.87% | | 5/29/2026 | | 156,693 | | | 155,102 | | | 156,694 | | | 4.4 | % |
Litera Bidco LLC(4)(5)(13)(15)(17) | | First lien senior secured delayed draw term loan | | L + 6.00% | | 10/29/2022 | | 2,873 | | | 2,793 | | | 2,873 | | | 0.1 | % |
Litera Bidco LLC(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 5.75% | | 5/29/2026 | | — | | | (63) | | | — | | | 0.0 | % |
Muine Gall, LLC(4)(8)(13)(20)(22) | | First lien senior secured loan | | L + 7.00% PIK | | 9/20/2024 | | 204,167 | | | 204,450 | | | 204,167 | | | 5.8 | % |
Relativity ODA LLC(4)(5)(13) | | First lien senior secured loan | | L + 7.50% | | 5/12/2027 | | 118,531 | | | 116,985 | | | 117,049 | | | 3.3 | % |
Relativity ODA LLC(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 6.50% | | 5/12/2027 | | — | | | (151) | | | (141) | | | 0.0 | % |
Transact Holdings Inc.(4)(5)(13) | | First lien senior secured loan | | L + 4.75% | | 4/30/2026 | | 8,798 | | | 8,710 | | | 8,696 | | | 0.2 | % |
| | | | | | | | 491,062 | | | 487,826 | | | 489,338 | | | 13.8 | % |
Diversified Financial Services | | | | | | | | | | | | | | | |
Hg Genesis 8 Sumoco Limited(4)(9)(13)(22) | | Unsecured facility | | S + 7.50% PIK | | 8/28/2025 | | 73,596 | | | 71,875 | | | 73,596 | | | 2.1 | % |
Hg Saturn Luchaco Limited(4)(9)(13)(22) | | Unsecured facility | | S + 7.50% PIK | | 3/30/2026 | | 126,817 | | | 128,378 | | | 125,548 | | | 3.6 | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(19)(23) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets | |
NMI Acquisitionco, Inc. (dba Network Merchants)(4)(5)(13) | | First lien senior secured loan | | L + 5.75% | | 9/8/2025 | | 17,118 | | | 16,957 | | | 17,007 | | | 0.5 | % |
NMI Acquisitionco, Inc. (dba Network Merchants)(4)(5)(13)(15)(17) | | First lien senior secured delayed draw term loan | | L + 5.75% | | 10/2/2023 | | 3,360 | | | 3,293 | | | 3,338 | | | 0.1 | % |
NMI Acquisitionco, Inc. (dba Network Merchants)(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 5.75% | | 9/8/2025 | | — | | | (16) | | | (7) | | | 0.0 | % |
Smarsh Inc.(4)(5) | | First lien senior secured loan | | L + 8.25% | | 11/20/2025 | | 31,950 | | | 31,429 | | | 31,710 | | | 0.9 | % |
| | | | | | | | 252,841 | | | 251,916 | | | 251,192 | | | 7.2 | % |
Energy Equipment & Services | | | | | | | | | | | | | | | |
3ES Innovation Inc. (dba Aucerna)(4)(7)(13)(22) | | First lien senior secured loan | | L + 6.75% | | 5/13/2025 | | 72,070 | | | 71,433 | | | 70,989 | | | 2.0 | % |
3ES Innovation Inc. (dba Aucerna)(4)(13)(15)(16)(22) | | First lien senior secured revolving loan | | L + 6.75% | | 5/13/2025 | | — | | | (32) | | | (69) | | | 0.0 | % |
Project Power Buyer, LLC (dba PEC-Veriforce)(4)(7)(13) | | First lien senior secured loan | | L + 6.00% | | 5/14/2026 | | 53,049 | | | 52,545 | | | 53,049 | | | 1.5 | % |
Project Power Buyer, LLC (dba PEC-Veriforce)(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 6.00% | | 5/14/2025 | | — | | | (26) | | | — | | | 0.0 | % |
| | | | | | | | 125,119 | | | 123,920 | | | 123,969 | | | 3.5 | % |
Health Care Technology | | | | | | | | | | | | | | | |
BCPE Osprey Buyer, Inc. (dba PartsSource)(4)(8)(13) | | First lien senior secured loan | | L + 5.75% | | 8/23/2028 | | 117,672 | | | 115,873 | | | 115,790 | | | 3.3 | % |
BCPE Osprey Buyer, Inc. (dba PartsSource)(4)(13)(15)(16)(17) | | First lien senior secured delayed draw term loan | | L + 5.75% | | 8/23/2023 | | — | | | (278) | | | (137) | | | 0.0 | % |
BCPE Osprey Buyer, Inc. (dba PartsSource)(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 5.75% | | 8/21/2026 | | — | | | (196) | | | (196) | | | 0.0 | % |
Datix Bidco Limited (dba RLDatix)(4)(12)(13)(22) | | First lien senior secured loan | | G + 4.50% | | 4/28/2025 | | 863 | | | 860 | | | 848 | | | 0.0 | % |
Datix Bidco Limited (dba RLDatix)(4)(12)(13)(22) | | Second lien senior secured loan | | G + 7.75% | | 4/27/2026 | | 9,030 | | | 8,992 | | | 8,872 | | | 0.3 | % |
GI Ranger Intermediate, LLC (dba Rectangle Health)(4)(7)(13) | | First lien senior secured loan | | L + 6.00% | | 10/30/2028 | | 24,103 | | | 23,631 | | | 23,621 | | | 0.7 | % |
GI Ranger Intermediate, LLC (dba Rectangle Health)(4)(13)(15)(16)(17) | | First lien senior secured delayed draw term loan | | L + 6.00% | | 10/29/2023 | | — | | | (36) | | | (37) | | | 0.0 | % |
GI Ranger Intermediate, LLC (dba Rectangle Health)(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 6.00% | | 10/29/2027 | | — | | | (43) | | | (44) | | | 0.0 | % |
Hyland Software, Inc.(4)(5)(13) | | Second lien senior secured loan | | L + 6.25% | | 7/7/2025 | | 94,842 | | | 94,806 | | | 95,440 | | | 2.7 | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(19)(23) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets | |
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(4)(7)(13)(22) | | First lien senior secured loan | | L + 6.25% | | 8/21/2026 | | 154,245 | | | 152,689 | | | 153,859 | | | 4.4 | % |
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(4)(7)(13)(15)(22) | | First lien senior secured revolving loan | | L + 6.25% | | 8/21/2026 | | 3,978 | | | 3,925 | | | 3,962 | | | 0.1 | % |
Interoperability Bidco, Inc.(4)(8)(13) | | First lien senior secured loan | | L + 5.75% | | 6/25/2026 | | 94,087 | | | 93,271 | | | 94,087 | | | 2.7 | % |
Interoperability Bidco, Inc.(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 5.75% | | 6/25/2024 | | — | | | (31) | | | — | | | 0.0 | % |
Inovalon Holdings, Inc.(4)(7)(13) | | First lien senior secured loan | | L + 5.75% | | 11/24/2028 | | 129,485 | | | 126,287 | | | 126,248 | | | 3.6 | % |
Inovalon Holdings, Inc.(4)(13)(15)(16)(17) | | First lien senior secured delayed draw term loan | | L + 5.75% | | 5/24/2024 | | — | | | (170) | | | (173) | | | 0.0 | % |
Inovalon Holdings, Inc.(4)(7)(13) | | Second lien senior secured loan | | L + 10.50% PIK | | 11/24/2033 | | 61,681 | | | 60,452 | | | 60,447 | | | 1.7 | % |
RL Datix Holdings (USA), Inc.(4)(8)(13)(22) | | First lien senior secured loan | | L + 4.50% | | 4/28/2025 | | 10,000 | | | 9,821 | | | 9,825 | | | 0.3 | % |
RL Datix Holdings (USA), Inc.(4)(8)(13)(22) | | Second lien senior secured loan | | L + 8.50% | | 4/27/2026 | | 20,000 | | | 19,589 | | | 19,650 | | | 0.6 | % |
VVC Holdings Corp. (dba Athenahealth, Inc.)(4)(7)(13)(14) | | First lien senior secured loan | | L + 4.25% | | 2/11/2026 | | 19,546 | | | 19,297 | | | 19,527 | | | 0.5 | % |
| | | | | | | | 739,532 | | | 728,739 | | | 731,589 | | | 20.9 | % |
Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | |
MINDBODY, Inc.(4)(8)(13) | | First lien senior secured loan | | L + 8.50% (incl. 1.50% PIK) | | 2/14/2025 | | 78,972 | | | 78,487 | | | 78,972 | | | 2.2 | % |
MINDBODY, Inc.(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 7.00% | | 2/14/2025 | | — | | | (37) | | | — | | | 0.0 | % |
| | | | | | | | 78,972 | | | 78,450 | | | 78,972 | | | 2.2 | % |
Household Durables | | | | | | | | | | | | | | | |
BCTO BSI Buyer, Inc. (dba Buildertrend)(4)(7)(13) | | First lien senior secured loan | | L + 7.00% | | 12/23/2026 | | 62,500 | | | 61,962 | | | 62,188 | | | 1.8 | % |
BCTO BSI Buyer, Inc. (dba Buildertrend)(4)(7)(13)(15) | | First lien senior secured revolving loan | | L + 7.00% | | 12/23/2026 | | 4,225 | | | 4,163 | | | 4,188 | | | 0.1 | % |
| | | | | | | | 66,725 | | | 66,125 | | | 66,376 | | | 1.9 | % |
Insurance | | | | | | | | | | | | | | | |
Asurion, LLC(4)(5)(13)(14) | | Second lien senior secured loan | | L + 5.25% | | 1/31/2028 | | 10,833 | | | 10,603 | | | 10,860 | | | 0.3 | % |
Integrity Marketing Acquisition, LLC(4)(8)(13) | | First lien senior secured loan | | L + 5.75% | | 8/27/2025 | | 55,138 | | | 54,526 | | | 55,138 | | | 1.6 | % |
Integrity Marketing Acquisition, LLC(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 5.75% | | 8/27/2025 | | — | | | (34) | | | — | | | 0.0 | % |
| | | | | | | | 65,971 | | | 65,095 | | | 65,998 | | | 1.9 | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(19)(23) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets | |
Internet & Direct Marketing Retail | | | | | | | | | | | | | | | |
Walker Edison Furniture Company LLC(4)(8)(13) | | First lien senior secured loan | | L + 8.75% (3.00% PIK) | | 3/31/2027 | | 33,689 | | | 33,689 | | | 32,004 | | | 0.9 | % |
| | | | | | | | 33,689 | | | 33,689 | | | 32,004 | | | 0.9 | % |
IT Services | | | | | | | | | | | | | | | |
Kaseya Inc.(4)(7) | | First lien senior secured loan | | L + 6.50% (incl. 1.00% PIK) | | 5/2/2025 | | 47,694 | | | 47,126 | | | 47,695 | | | 1.3 | % |
Kaseya Inc.(4)(7)(15)(17) | | First lien senior secured delayed draw term loan | | L + 6.50% (incl. 1.00% PIK) | | 9/8/2023 | | 1,470 | | | 1,414 | | | 1,470 | | | 0.0 | % |
Kaseya Inc.(4)(15)(16) | | First lien senior secured revolving loan | | L + 6.50% | | 5/2/2025 | | — | | | (27) | | | — | | | 0.0 | % |
BCPE Nucleon (DE) SPV, LP(4)(8)(13) | | First lien senior secured loan | | L + 7.00% | | 9/24/2026 | | 133,333 | | | 131,631 | | | 132,667 | | | 3.8 | % |
Pluralsight, LLC(4)(8)(13) | | First lien senior secured loan | | L + 8.00% | | 4/6/2027 | | 159,495 | | | 157,999 | | | 157,900 | | | 4.5 | % |
Pluralsight, LLC(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 8.00% | | 4/6/2027 | | — | | | (88) | | | (100) | | | 0.0 | % |
| | | | | | | | 341,992 | | | 338,055 | | | 339,632 | | | 9.6 | % |
Life Sciences Tools & Services | | | | | | | | | | | | | | | |
Bracket Intermediate Holding Corp.(4)(7)(13) | | First lien senior secured loan | | L + 4.25% | | 9/5/2025 | | 393 | | | 371 | | | 392 | | | 0.0 | % |
Bracket Intermediate Holding Corp.(4)(7)(13) | | Second lien senior secured loan | | L + 8.13% | | 9/7/2026 | | 20,000 | | | 19,730 | | | 19,900 | | | 0.6 | % |
| | | | | | | | 20,393 | | | 20,101 | | | 20,292 | | | 0.6 | % |
Professional Services | | | | | | | | | | | | | | | |
Cornerstone OnDemand, Inc.(4)(8)(13) | | Second lien senior secured loan | | L + 6.50% | | 10/15/2029 | | 71,667 | | | 70,611 | | | 70,592 | | | 2.0 | % |
Gerson Lehrman Group, Inc.(4)(8)(13) | | First lien senior secured loan | | L + 5.25% | | 12/12/2024 | | 104,964 | | | 104,132 | | | 104,964 | | | 3.0 | % |
Gerson Lehrman Group, Inc.(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 5.25% | | 12/12/2024 | | — | | | (18) | | | — | | | 0.0 | % |
Motus Group, LLC(4)(7)(13) | | Second lien senior secured loan | | L + 6.50% | | 12/10/2029 | | 17,868 | | | 17,690 | | | 17,689 | | | 0.5 | % |
Proofpoint, Inc.(4)(7)(13) | | Second lien senior secured loan | | L + 6.25% | | 8/31/2029 | | 55,000 | | | 54,733 | | | 54,725 | | | 1.5 | % |
Thunder Purchaser, Inc. (dba Vector Solutions)(4)(6)(13) | | First lien senior secured loan | | L + 5.75% | | 6/30/2028 | | 132,957 | | | 131,701 | | | 131,960 | | | 3.7 | % |
Thunder Purchaser, Inc. (dba Vector Solutions)(4)(13)(15)(17) | | First lien senior secured delayed draw term loan | | L + 5.75% | | 8/17/2023 | | — | | | — | | | — | | | 0.0 | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(19)(23) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets | |
Thunder Purchaser, Inc. (dba Vector Solutions)(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 5.75% | | 6/30/2027 | | — | | | (72) | | | (59) | | | 0.0 | % |
When I Work, Inc.(4)(7) | | First lien senior secured loan | | L + 6.00% | | 11/2/2027 | | 29,895 | | | 29,603 | | | 29,596 | | | 0.8 | % |
When I Work, Inc.(4)(15)(16) | | First lien senior secured revolving loan | | L + 6.00% | | 11/2/2027 | | — | | | (55) | | | (56) | | | 0.0 | % |
| | | | | | | | 412,351 | | | 408,325 | | | 409,411 | | | 11.5 | % |
Real Estate Management & Development | | | | | | | | | | | | | | | |
Reef Global Acquisition LLC (fka Cheese Acquisition, LLC)(4)(8)(13) | | First lien senior secured loan | | L + 6.00% (incl. 1.25% PIK) | | 11/28/2024 | | 37,385 | | | 37,200 | | | 35,702 | | | 1.0 | % |
Imperial Parking Canada(4)(10)(13) | | First lien senior secured loan | | C + 6.00% (incl. 1.25% PIK) | | 11/28/2024 | | 7,768 | | | 7,421 | | | 7,419 | | | 0.2 | % |
Reef Global Acquisition LLC (fka Cheese Acquisition, LLC)(4)(5)(13)(15) | | First lien senior secured revolving loan | | L + 4.75% | | 11/28/2023 | | 3,052 | | | 3,051 | | | 2,847 | | | 0.1 | % |
REALPAGE, Inc.(4)(5)(13) | | Second lien senior secured loan | | L + 6.50% | | 4/23/2029 | | 52,500 | | | 51,768 | | | 53,104 | | | 1.5 | % |
| | | | | | | | 100,705 | | | 99,440 | | | 99,072 | | | 2.8 | % |
Systems Software | | | | | | | | | | | | | | | |
Acquia Inc.(4)(8) | | First lien senior secured loan | | L + 7.00% | | 10/31/2025 | | 152,102 | | | 150,943 | | | 152,102 | | | 4.3 | % |
Acquia Inc.(4)(15)(16) | | First lien senior secured revolving loan | | L + 7.00% | | 10/31/2025 | | — | | | (75) | | | — | | | 0.0 | % |
Bayshore Intermediate #2, L.P. (dba Boomi)(4)(7)(13) | | First lien senior secured loan | | L + 7.75% PIK | | 10/2/2028 | | 140,323 | | | 137,251 | | | 137,166 | | | 3.9 | % |
Bayshore Intermediate #2, L.P. (dba Boomi)(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 6.75% | | 10/1/2027 | | — | | | (252) | | | (263) | | | 0.0 | % |
Barracuda Networks, Inc.(4)(7)(13) | | Second lien senior secured loan | | L + 6.75% | | 10/30/2028 | | 7,500 | | | 7,433 | | | 7,500 | | | 0.2 | % |
Centrify Corporation(4)(7)(13) | | First lien senior secured loan | | L + 5.75% | | 3/2/2028 | | 80,107 | | | 78,287 | | | 78,504 | | | 2.2 | % |
Centrify Corporation(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 5.75% | | 3/2/2027 | | — | | | (207) | | | (163) | | | 0.0 | % |
Circle Internet Services, Inc.(4)(7) | | First lien senior secured loan | | L + 8.00% | | 5/22/2023 | | 25,000 | | | 24,943 | | | 25,250 | | | 0.7 | % |
Forescout Technologies, Inc.(4)(7)(13) | | First lien senior secured loan | | L + 9.50% PIK | | 8/17/2026 | | 85,450 | | | 84,372 | | | 85,450 | | | 2.4 | % |
Forescout Technologies, Inc.(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 8.50% | | 8/18/2025 | | — | | | (106) | | | — | | | 0.0 | % |
Delta TopCo, Inc. (dba Infoblox, Inc.)(4)(8)(13) | | Second lien senior secured loan | | L + 7.25% | | 12/1/2028 | | 20,000 | | | 19,912 | | | 20,000 | | | 0.6 | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(19)(23) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets | |
H&F Opportunities LUX III S.À R.L (dba Checkmarx)(4)(8)(13)(22) | | First lien senior secured loan | | L + 7.50% | | 4/16/2026 | | 148,889 | | | 145,484 | | | 148,889 | | | 4.2 | % |
H&F Opportunities LUX III S.À R.L (dba Checkmarx)(4)(13)(15)(16)(22) | | First lien senior secured revolving loan | | L + 7.50% | | 4/16/2026 | | — | | | (536) | | | — | | | 0.0 | % |
Ivanti Software, Inc.(4)(7) | | Second lien senior secured loan | | L + 8.50% | | 12/1/2028 | | 21,000 | | | 20,437 | | | 20,895 | | | 0.6 | % |
Tahoe Finco, LLC(4)(7)(13)(22) | | First lien senior secured loan | | L + 6.00% | | 9/29/2028 | | 172,093 | | | 170,420 | | | 170,028 | | | 4.8 | % |
Tahoe Finco, LLC(4)(13)(15)(16)(22) | | First lien senior secured revolving loan | | L + 6.00% | | 10/1/2027 | | — | | | (124) | | | (155) | | | 0.0 | % |
| | | | | | | | 852,464 | | | 838,182 | | | 845,203 | | | 23.9 | % |
Thrifts & Mortgage Finance | | | | | | | | | | | | | | | |
Blend Labs, Inc.(4)(8)(13) | | First lien senior secured loan | | L + 7.50% | | 6/30/2026 | | 112,500 | | | 109,980 | | | 110,250 | | | 3.1 | % |
Blend Labs, Inc.(4)(13)(15)(16) | | First lien senior secured revolving loan | | L + 7.50% | | 6/30/2026 | | — | | | (112) | | | (250) | | | 0.0 | % |
| | | | | | | | 112,500 | | | 109,868 | | | 110,000 | | | 3.1 | % |
Total non-controlled/non-affiliated portfolio company debt investments | | | | | | | | 4,833,570 | | | 4,769,335 | | | 4,789,168 | | | 135.7 | % |
| | | | | | | | | | | | | | | |
Equity Investments | | | | | | | | | | | | | | | |
Aerospace & Defense | | | | | | | | | | | | | | | |
Space Exploration Technologies Corp.(13)(18)(24) | | Class A Common Stock | | N/A | | N/A | | 29,074 | | | 14,005 | | | 16,281 | | | 0.5 | % |
Space Exploration Technologies Corp.(13)(18)(24) | | Class C Common Stock | | N/A | | N/A | | 8,425 | | | 4,011 | | | 4,718 | | | 0.1 | % |
| | | | | | | | | | 18,016 | | | 20,999 | | | 0.6 | % |
Application Software | | | | | | | | | | | | | | | |
Alpha Partners Technology Merger Corp(14)(22)(24) | | Common Stock | | N/A | | N/A | | 2,000,000 | | | 20,027 | | | 19,561 | | | 0.6 | % |
Alpha Partners Technology Merger Corp(22)(24) | | Sponsor Shares | | N/A | | N/A | | 100,000 | | | 1,000 | | | 2,562 | | | 0.1 | % |
EShares, Inc. (dba Carta)(18)(24) | | Series E Preferred Stock | | N/A | | N/A | | 186,904 | | | 2,008 | | | 7,532 | | | 0.2 | % |
Diligent Preferred Issuer, Inc. (dba Diligent Corporation)(13)(18) | | Preferred Stock | | 10.50% PIK | | N/A | | 15,000 | | | 15,403 | | | 15,407 | | | 0.4 | % |
MessageBird BidCo B.V.(13)(18)(22)(24) | | Warrants | | N/A | | N/A | | 191,530 | | | 1,174 | | | 1,174 | | | 0.0 | % |
Nylas, Inc.(18)(24) | | Series C Preferred Stock | | N/A | | N/A | | 2,088,467 | | | 15,009 | | | 15,000 | | | 0.4 | % |
Saturn Ultimate, Inc.(13)(18)(24) | | Common Stock | | N/A | | N/A | | 4,421,347 | | | 25,001 | | | 55,806 | | | 1.6 | % |
| | | | | | | | | | 79,622 | | | 117,042 | | | 3.3 | % |
Capital Markets | | | | | | | | | | | | | | | |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(19)(23) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets | |
Robinhood Markets, Inc.(11)(18)(22)(24) | | Common Stock | | N/A | | N/A | | 2,416,000 | | | 64,319 | | | 42,908 | | | 1.2 | % |
| | | | | | | | | | 64,319 | | | 42,908 | | | 1.2 | % |
Construction & Engineering | | | | | | | | | | | | | | | |
Skyline Holdco B, Inc. (dba Dodge Data & Analytics)(13)(18)(24) | | Series A Preferred Stock | | N/A | | N/A | | 3,333,333 | | | 5,000 | | | 5,519 | | | 0.2 | % |
| | | | | | | | | | 5,000 | | | 5,519 | | | 0.2 | % |
Consumer Finance | | | | | | | | | | | | | | | |
Remitly Global, Inc (18)(24) | | Common Stock | | N/A | | N/A | | 2,772,231 | | | 20,008 | | | 53,448 | | | 1.5 | % |
| | | | | | | | | | 20,008 | | | 53,448 | | | 1.5 | % |
Diversified Consumer Services | | | | | | | | | | | | | | | |
SLA Eclipse Co-Invest, L.P.(14)(18)(24) | | LP Interest | | N/A | | N/A | | 15,000 | | | 15,153 | | | 25,860 | | | 0.7 | % |
Starboard Value Acquisition Corp. (dba Cyxtera Technologies, Inc.)(11)(22)(24) | | Common Stock | | N/A | | N/A | | 1,500,000 | | | 15,009 | | | 18,915 | | | 0.5 | % |
| | | | | | | | | | 30,162 | | | 44,775 | | | 1.2 | % |
Diversified Financial Services | | | | | | | | | | | | | | | |
Brex, Inc.(18)(24) | | Preferred Stock | | N/A | | N/A | | 143,943 | | | 5,011 | | | 5,000 | | | 0.1 | % |
| | | | | | | | | | 5,011 | | | 5,000 | | | 0.1 | % |
Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | |
Toast, Inc.(18)(24) | | Warrants | | N/A | | N/A | | 6,085,190 | | | 42,652 | | | 101,609 | | | 2.9 | % |
VEPF Torreys Aggregator, LLC(13)(18)(24) | | Series A Preferred Stock | | N/A | | N/A | | 25,000 | | | 25,000 | | | 25,000 | | | 0.7 | % |
| | | | | | | | | | 67,652 | | | 126,609 | | | 3.6 | % |
Internet & Direct Marketing Retail | | | | | | | | | | | | | | | |
Kajabi Holdings, LLC(18)(24) | | Senior Preferred Class D Units | | N/A | | N/A | | 4,126,175 | | | 50,025 | | | 54,900 | | | 1.6 | % |
Klaviyo, Inc.(18)(24) | | Common Stock | | N/A | | N/A | | 1,198,270 | | | 40,018 | | | 42,232 | | | 1.2 | % |
Linked Store Cayman Ltd. (dba Nuvemshop)(13)(18)(22)(24) | | Series E Preferred Stock | | N/A | | N/A | | 19,499 | | | 42,490 | | | 42,490 | | | 1.2 | % |
| | | | | | | | | | 132,533 | | | 139,622 | | | 4.0 | % |
IT Services | | | | | | | | | | | | | | | |
E2Open Parent Holdings, Inc.(11)(18)(22)(24) | | Class A Common Stock | | N/A | | N/A | | 1,650,943 | | | 17,504 | | | 18,590 | | | 0.5 | % |
JumpCloud, Inc.(18)(24) | | Series B Preferred Stock | | N/A | | N/A | | 756,590 | | | 4,531 | | | 4,531 | | | 0.1 | % |
JumpCloud, Inc.(18)(24) | | Series F Preferred Stock | | N/A | | N/A | | 6,679,245 | | | 40,017 | | | 40,000 | | | 1.1 | % |
Replicated, Inc.(18)(24) | | Series C Preferred Stock | | N/A | | N/A | | 1,277,832 | | | 20,008 | | | 20,000 | | | 0.6 | % |
WMC Bidco, Inc.(13)(18) | | Preferred Stock | | 11.25% PIK | | N/A | | 57,231 | | | 55,703 | | | 55,657 | | | 1.6 | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(19)(23) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets | |
| | | | | | | | | | 137,763 | | | 138,778 | | | 3.9 | % |
Professional Services | | | | | | | | | | | | | | | |
Arctic Wolf Networks, Inc.(18)(24) | | Preferred Stock | | N/A | | N/A | | 3,032,840 | | | 25,036 | | | 29,564 | | | 0.8 | % |
BCTO WIW Holdings, Inc.(13)(18)(24) | | Class A Common Stock | | N/A | | N/A | | 70,000 | | | 7,000 | | | 7,000 | | | 0.2 | % |
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand, Inc.)(13)(18) | | Series A Preferred Stock | | 10.50% PIK | | N/A | | 28,000 | | | 27,928 | | | 27,913 | | | 0.8 | % |
Thunder Topco L.P. (dba Vector Solutions)(13)(18)(24) | | Common Units | | N/A | | N/A | | 7,857,410 | | | 7,857 | | | 9,272 | | | 0.3 | % |
| | | | | | | | | | 67,821 | | | 73,749 | | | 2.1 | % |
Road & Rail | | | | | | | | | | | | | | | |
Bolt Technology OÜ(18)(22)(24) | | Preferred Equity | | N/A | | N/A | | 11,304 | | | 11,304 | | | 11,372 | | | 0.3 | % |
| | | | | | | | | | 11,304 | | | 11,372 | | | 0.3 | % |
Systems Software | | | | | | | | | | | | | | | |
Algolia, Inc.(18)(24) | | Series C Preferred Stock | | N/A | | N/A | | 970,281 | | | 10,000 | | | 25,376 | | | 0.7 | % |
Algolia, Inc.(18)(24) | | Series D Preferred Stock | | N/A | | N/A | | 136,776 | | | 4,000 | | | 4,000 | | | 0.1 | % |
Brooklyn Lender Co-Invest 2, L.P.(13)(18)(24) | | Common Units | | N/A | | N/A | | 12,692,160 | | | 12,692 | | | 12,692 | | | 0.4 | % |
Circle Internet Services, Inc.(18)(24) | | Series D Preferred Stock | | N/A | | N/A | | 2,934,961 | | | 15,000 | | | 44,402 | | | 1.3 | % |
Circle Internet Services, Inc.(18)(24) | | Series E Preferred Stock | | N/A | | N/A | | 821,806 | | | 6,917 | | | 13,069 | | | 0.4 | % |
Circle Internet Services, Inc.(18)(24) | | Series F Preferred Stock | | N/A | | N/A | | 75,876 | | | 1,500 | | | 1,500 | | | 0.0 | % |
Circle Internet Services, Inc.(18)(24) | | Warrants | | N/A | | N/A | | 244,580 | | | — | | | 2,515 | | | 0.1 | % |
Exabeam, Inc.(13)(18)(24) | | Series F Preferred Stock | | N/A | | N/A | | 2,051,634 | | | 59,923 | | | 59,923 | | | 1.7 | % |
Exabeam, Inc.(13)(18)(24) | | Common Stock | | N/A | | N/A | | 1,289,034 | | | 35,745 | | | 35,745 | | | 1.0 | % |
Halo Parent Newco, LLC(18) | | Class H PIK Preferred Equity | | 11.00% PIK | | N/A | | 5,000 | | | 5,015 | | | 5,013 | | | 0.1 | % |
Illumio, Inc.(18)(24) | | Series F Preferred Stock | | N/A | | N/A | | 2,483,618 | | | 16,683 | | | 16,679 | | | 0.5 | % |
Illumio, Inc.(18)(24) | | Common Stock | | N/A | | N/A | | 358,365 | | | 2,432 | | | 2,407 | | | 0.1 | % |
| | | | | | | | | | 169,907 | | | 223,321 | | | 6.4 | % |
Thrifts & Mortgage Finance | | | | | | | | | | | | | | | |
Blend Labs, Inc.(13)(14)(18)(24) | | Common Stock | | N/A | | N/A | | 216,953 | | | 3,000 | | | 1,545 | | | 0.0 | % |
Blend Labs, Inc.(13)(18)(24) | | Warrants | | N/A | | N/A | | 299,216 | | | 1,625 | | | 633 | | | 0.0 | % |
| | | | | | | | | | 4,625 | | | 2,178 | | | 0.0 | % |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company(1)(19)(23) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets | |
Total non-controlled/non-affiliated portfolio company equity investments | | | | | | | | | | 813,743 | | | 1,005,320 | | | 28.4 | % |
Total non-controlled/non-affiliated portfolio company investments | | | | | | | | | | 5,583,078 | | | 5,794,488 | | | 164.1 | % |
Non-controlled/affiliated portfolio company investments | | | | | | | | | | | | | | | |
Equity Investments | | | | | | | | | | | | | | | |
Application Software | | | | | | | | | | | | | | | |
UserZoom Technologies, Inc.(13)(18)(21) | | Series B Preferred Stock | | 10.00% PIK | | N/A | | 12,000,769 | | | 56,721 | | | 71,164 | | | 2.0 | % |
| | | | | | | | | | 56,721 | | | 71,164 | | | 2.0 | % |
Systems Software | | | | | | | | | | | | | | | |
Help SP SCF Investor, LP(18)(21)(24) | | LP Interest | | N/A | | N/A | | 59,333 | | | 59,379 | | | 61,268 | | | 1.7 | % |
Split Software, Inc.(18)(21)(24) | | Series D Non-Participating Convertible Preferred Stock | | N/A | | N/A | | 12,335,526 | | | 30,005 | | | 30,000 | | | 0.8 | % |
| | | | | | | | | | 89,384 | | | 91,268 | | | 2.5 | % |
Internet & Direct Marketing Retail | | | | | | | | | | | | | | | |
Signifyd Inc.(18)(21) | | Series E Preferred Stock | | 9.00% PIK | | N/A | | 2,755,121 | | | 106,938 | | | 106,938 | | | 3.0 | % |
| | | | | | | | | | 106,938 | | | 106,938 | | | 3.0 | % |
Total non-controlled/affiliated portfolio company equity investments | | | | | | | | | | 253,043 | | | 269,370 | | | 7.5 | % |
Total non-controlled/affiliated portfolio company investments | | | | | | | | | | 253,043 | | | 269,370 | | | 7.5 | % |
| | | | | | | | | | | | | | | |
Controlled/affiliated portfolio company investments | | | | | | | | | | | | | | | |
Equity Investments | | | | | | | | | | | | | | | |
Diversified Financial Services | | | | | | | | | | | | | | | |
Revolut Ribbit Holdings, LLC(18)(22)(24)(25) | | LLC Interest | | N/A | | N/A | | 75,000 | | | 75,231 | | | 75,000 | | | 2.1 | % |
| | | | | | | | | | 75,231 | | | 75,000 | | | 2.1 | % |
Total controlled/affiliated portfolio company equity investments | | | | | | | | | | 75,231 | | | 75,000 | | | 2.1 | % |
Total controlled/affiliated portfolio company investments | | | | | | | | | | 75,231 | | | 75,000 | | | 2.1 | % |
Total Investments | | | | | | | | | | 5,911,352 | | | 6,138,858 | | | 173.7 | % |
________________
(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)As of December 31, 2021, the net estimated unrealized gain on investments for U.S. federal income tax purposes was $243.3 million based on a tax cost basis of $5.9 billion. As of December 31, 2021, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $33.1 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $276.4 million.
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
(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-, six-, or twelve-month LIBOR), British Pound Sterling LIBOR ("GBPLIBOR" or "G"), Sterling Overnight Interbank Average Rate ("SONIA" or "S") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate ("Prime" or "P")), 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, 2021 was 0.10%.
(6)The interest rate on these loans is subject to 2 month LIBOR, which as of December 31, 2021 was 0.15%.
(7)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2021 was 0.21%.
(8)The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2021 was 0.34%.
(9)The interest rate on these loans is subject to SONIA, which as of December 31, 2021 was 0.19%.
(10)The interest rate on these loans is subject to 3 month Canadian Dollar Offered Rate (“CDOR” or “C”), which as of December 31, 2021 was 0.52%.
(11)Level 1 investment.
(12)The interest rate on this loan is subject to 6 month GBPLIBOR, which as of December 31, 2021 was 0.47%.
(13)Represents co-investment made with the Company’s affiliates in accordance with the terms of an order for exemptive relief that an affiliate of the Company's investment adviser received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions”.
(14)Level 2 investment.
(15)Position or portion thereof is an unfunded loan commitment. See Note 7 “Commitments and Contingencies”.
(16)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.
(17)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.
(18)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, 2021, the aggregate fair value of these securities is $1,308.7 million or 37.0% 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 |
Algolia, Inc. | | Series D Preferred Stock | | July 19, 2021 |
Arctic Wolf Networks, Inc. | | Preferred Stock | | July 7, 2021 |
BCTO WIW Holdings, Inc. | | Class A Common Stock | | November 2, 2021 |
Blend Labs, Inc. | | Common Stock | | February 24, 2021 |
Blend Labs, Inc. | | Warrants | | July 2, 2021 |
Bolt Technology OÜ | | Preferred Equity | | December 10, 2021 |
Brooklyn Lender Co-Invest 2, L.P. | | Common Units | | October 1, 2021 |
Brex, Inc. | | Preferred Stock | | November 30, 2021 |
Circle Internet Services, Inc. | | Series D Preferred Stock | | May 20, 2019 |
Circle Internet Services, Inc. | | Series E Preferred Stock | | February 28, 2020 |
Circle Internet Services, Inc. | | Series F Preferred Stock | | May 4, 2021 |
Circle Internet Services, Inc. | | Warrants | | May 20, 2019 |
Diligent Preferred Issuer, Inc. (dba Diligent Corporation) | | Preferred Stock | | April 6, 2021 |
EShares, Inc. (dba Carta) | | Series E Preferred Stock | | August 1, 2019 |
Exabeam, Inc. | | Series F Preferred Stock | | May 13, 2021 |
Exabeam, Inc. | | Common Stock | | June 25, 2021 |
E2Open Parent Holdings, Inc. | | Class A Common Stock | | August 27, 2021 |
Halo Parent Newco, LLC | | Class H PIK Preferred Equity | | October 15, 2021 |
Help SP SCF Investor, LP | | LP Interest | | April 28, 2021 |
Illumio, Inc. | | Common Stock | | June 23, 2021 |
Illumio, Inc. | | Series F Preferred Stock | | August 27, 2021 |
JumpCloud, Inc. | | Series B Preferred Stock | | December 30, 2021 |
JumpCloud, Inc. | | Series F Preferred Stock | | September 3, 2021 |
Kajabi Holdings, LLC | | Senior Preferred Class D Units | | March 24, 2021 |
Klaviyo, Inc. | | Common Stock | | May 4, 2021 |
Linked Store Cayman Ltd. (dba Nuvemshop) | | Series E Preferred Stock | | August 9, 2021 |
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | |
Portfolio Company | | Investment | | Acquisition Date |
MessageBird BidCo B.V. | | Warrants | | May 5, 2021 |
Nylas, Inc. | | Series C Preferred Stock | | June 3, 2021 |
Remitly Global, Inc. | | Common Stock | | May 30, 2019 |
Replicated, Inc. | | Series C Preferred Stock | | June 30, 2021 |
Revolut Ribbit Holdings, LLC | | LLC Interest | | September 30, 2021 |
Robinhood Markets, Inc. | | Common Stock | | February 1, 2021 |
Saturn Ultimate, Inc. | | Common Stock | | December 29, 2021 |
Signifyd Inc. | | Series E Preferred Stock | | April 8, 2021 |
Skyline Holdco B, Inc. (dba Dodge Data & Analytics) | | Series A Preferred Stock | | April 14, 2021 |
SLA Eclipse Co-Invest, L.P. | | LP Interest | | September 30, 2019 |
Space Exploration Technologies Corp. | | Class A Common Stock | | March 25, 2021 |
Space Exploration Technologies Corp. | | Class C Common Stock | | March 25, 2021 |
Split Software, Inc. | | Series D Non-Participating Convertible Preferred Stock | | August 13, 2021 |
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand, Inc.) | | Series A Preferred Stock | | October 14, 2021 |
Thunder Topco L.P. (dba Vector Solutions) | | Common Units | | June 30, 2021 |
Toast, Inc. | | Warrants | | June 21, 2021 |
UserZoom Technologies, Inc. | | Series B Preferred Stock | | September 9, 2020 |
VEPF Torreys Aggregator, LLC | | Series A Preferred Stock | | October 15, 2021 |
WMC Bidco, Inc. | | Preferred Stock | | November 9, 2021 |
(19)Unless otherwise indicated, the Company`s portfolio companies are pledged as collateral, supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II and CLO 2020-1. See Note 6 “Debt”.
(20)This portfolio company is not pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II and CLO 2020-1. See Note 6 "Debt".
(21)Under the 1940 Act, the Company is deemed to be an "Affiliated Person" of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% of the portfolio company's outstanding voting securities. Transactions during the year ended December 31, 2021 in which the Company was an Affiliated Person of the portfolio company are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company | | Fair Value at December 31, 2020 | | Gross Additions(a) | | Gross Reductions(b) | | Net Change in Unrealized Gain/(Loss) | | Realized Gain/(Loss) | | Transfers | | Fair Value at December 31, 2021 | | Other Income | | Interest Income |
UserZoom Technologies, Inc. | | $ | 50,000 | | | $ | 6,719 | | | $ | — | | | $ | 14,445 | | | $ | — | | | $ | — | | | $ | 71,164 | | | $ | 6,343 | | | $ | — | |
SalesLoft, Inc. | | 50,000 | | | 2 | | | (55,806) | | | — | | | 30,805 | | | (25,001) | | | — | | | — | | | — | |
Signifyd Inc. | | — | | | 106,938 | | | — | | | — | | | — | | | — | | | 106,938 | | | 6,668 | | | — | |
Split Software, Inc. | | — | | | 30,005 | | | — | | | (5) | | | — | | | — | | | 30,000 | | | — | | | — | |
Help SP SCF Investor, LP | | — | | | 59,379 | | | — | | | 1,889 | | | — | | | — | | | 61,268 | | | — | | | — | |
Total | | $ | 100,000 | | | $ | 203,043 | | | $ | (55,806) | | | $ | 16,329 | | | $ | 30,805 | | | $ | (25,001) | | | $ | 269,370 | | | $ | 13,011 | | | $ | — | |
(a)Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on debt investments, as applicable.
(b)Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on debt investments, as applicable.
(22)This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2021, non-qualifying assets represented 21.2% of total assets as calculated in accordance with the regulatory requirements.
(23)Unless otherwise indicated, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company's outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
(24)Non-income producing investment.
Owl Rock Technology Finance Corp.
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
(25)As defined in the 1940 act, the Company is deemed to be both an "Affiliated Person" and has "Control" of this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). The Company's investment in affiliates for the year ended December 31, 2021, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company | | Fair Value at December 31, 2020 | | Gross Additions(a) | | Gross Reductions(b) | | Net Change in Unrealized Gain/(Loss) | | Realized Gain/(Loss) | | Transfers | | Fair Value at December 31, 2021 | | Other Income | | Interest Income |
Revolut Ribbit Holdings, LLC | | $ | — | | | $ | 75,231 | | | $ | — | | | $ | (231) | | | $ | — | | | $ | — | | | $ | 75,000 | | | $ | — | | | $ | — | |
Total | | $ | — | | | $ | 75,231 | | | $ | — | | | $ | (231) | | | $ | — | | | $ | — | | | $ | 75,000 | | | $ | — | | | $ | — | |
(a)Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on debt investments, as applicable.
(b)Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on debt investments, as applicable.
The accompanying notes are an integral part of these consolidated financial statements.
Owl Rock Technology Finance Corp.
Consolidated Statements of Changes in Net Assets
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended June 30, | | For the Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Increase (Decrease) in Net Assets Resulting from Operations | | | | | | | |
Net investment income (loss) | $ | 67,504 | | | $ | 43,758 | | | $ | 132,810 | | | $ | 69,176 | |
Net change in unrealized gain (loss) | (247,952) | | | 51,092 | | | (352,811) | | | 92,916 | |
Realized gain (loss) | 36,795 | | | 49,910 | | | 41,061 | | | 50,938 | |
Net Increase (Decrease) in Net Assets Resulting from Operations | (143,653) | | | 144,760 | | | (178,940) | | | 213,030 | |
Distributions | | | | | | | |
Distributions declared from earnings | (47,022) | | | (33,848) | | | (94,714) | | | (62,040) | |
Net Decrease in Net Assets Resulting from Shareholders' Distributions | (47,022) | | | (33,848) | | | (94,714) | | | (62,040) | |
Capital Share Transactions | | | | | | | |
Issuance of common shares | — | | | 425,000 | | | — | | | 674,991 | |
Reinvestment of distributions | 12,252 | | | 7,383 | | | 20,315 | | | 12,952 | |
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions | 12,252 | | | 432,383 | | | 20,315 | | | 687,943 | |
Total Increase/(Decrease) in Net Assets | (178,423) | | | 543,295 | | | (253,339) | | | 838,933 | |
Net Assets, at beginning of period | 3,457,234 | | | 1,792,517 | | | 3,532,150 | | | 1,496,879 | |
Net Assets, at end of period | $ | 3,278,811 | | | $ | 2,335,812 | | | $ | 3,278,811 | | | $ | 2,335,812 | |
| | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Owl Rock Technology Finance Corp.
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | |
| For the Six Months Ended June 30, |
| 2022 | | 2021 | | |
Cash Flows from Operating Activities | | | | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | (178,940) | | | $ | 213,030 | | | |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities: | | | | | |
Purchases of investments, net | (562,127) | | | (1,837,028) | | | |
Proceeds from investments and investment repayments, net | 434,820 | | | 767,982 | | | |
Net amortization/accretion of premium/discount on investments | (9,740) | | | (13,215) | | | |
Net change in unrealized (gain) loss on investments | 352,538 | | | (93,871) | | | |
Net change in unrealized (gains) losses on translation of assets and liabilities in foreign currencies | 241 | | | 955 | | | |
Net realized (gain) loss on investments | (41,104) | | | (49,974) | | | |
Net realized (gain) loss on foreign currency transactions relating to investments | 65 | | | (5) | | | |
Paid-in-kind interest | (43,328) | | | (10,946) | | | |
Paid-in-kind dividend | (15,908) | | | (2,071) | | | |
Amortization of debt issuance costs | 2,970 | | | 4,109 | | | |
Amortization of offering costs | — | | | 201 | | | |
Changes in operating assets and liabilities: | | | | | |
(Increase) decrease in interest receivable | 11,495 | | | (9,617) | | | |
(Increase) decrease in dividend income receivable | 147 | | | (595) | | | |
(Increase) decrease in paid-in-kind interest receivable | 2,053 | | | — | | | |
(Increase) decrease in prepaid expenses and other assets | (48,433) | | | (1,126) | | | |
Increase (decrease) in management fee payable | 538 | | | 1,406 | | | |
Increase (decrease) in incentive fee payable | (31,089) | | | 17,879 | | | |
Increase (decrease) in payables to affiliates | (457) | | | (217) | | | |
Increase (decrease) in payable for investments purchased | (11,372) | | | 109,750 | | | |
Increase (decrease) in accrued expenses and other liabilities | 2,275 | | | 7,078 | | | |
Net cash used in operating activities | (135,356) | | | (896,275) | | | |
Cash Flows from Financing Activities | | | | | |
Borrowings on debt | 683,707 | | | 1,732,557 | | | |
Payments on debt | (479,500) | | | (1,238,000) | | | |
Debt issuance costs | (1,062) | | | (9,630) | | | |
Proceeds from issuance of common shares (net of change in subscriptions receivable) | — | | | 665,339 | | | |
Offering costs paid | — | | | (73) | | | |
Distributions paid | (59,030) | | | (36,347) | | | |
Net cash provided by financing activities | 144,115 | | | 1,113,846 | | | |
Net increase (decrease) in cash | 8,759 | | | 217,571 | | | |
Cash, beginning of period | 107,025 | | | 82,236 | | | |
Cash, end of period | $ | 115,784 | | | $ | 299,807 | | | |
| | | | | |
Supplemental and Non-Cash Information | | | | | |
Interest paid during the period | $ | 50,887 | | | $ | 33,200 | | | |
Distributions declared during the period | 94,714 | | | 62,040 | | | |
Reinvestment of distributions during the period | 20,315 | | | 12,952 | | | |
Distribution payable | 47,022 | | | 33,848 | | | |
Subscription receivable | — | | | 9,652 | | | |
Taxes, including excise tax, paid during the period | 3,900 | | | 324 | | | |
The accompanying notes are an integral part of these consolidated financial statements.
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 in senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. The Company’s investment objective is to maximize total return by generating current income from its debt investments and other income producing securities, and capital appreciation from its equity and equity-linked investments. The Company intends to invest in a broad range of established and high growth technology companies that are capitalizing on the large and growing demand for technology products and services. These companies use technology extensively to improve business processes, applications and opportunities or seek to grow through technological developments and innovations. These companies operate in technology-related industries or sectors which include, but are not limited to, application software, systems software, healthcare information technology, technology services and infrastructure, financial technology and internet and digital media. Within each industry or sector, the Company 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, an indirect subsidiary of Blue Owl Capital, Inc. ("Blue Owl") (NYSE: OWL) and part of Owl Rock, a division of Blue Owl focused on direct lending. The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Blue Owl consists of three divisions: (1) Owl Rock, which focuses on direct lending, (2) Dyal, which focuses on providing capital to institutional alternative asset managers and (3) Oak Street, which focuses on real estate strategies. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.
Through August 1, 2021, the Company conducted private offerings (each, a “Private Offering”) of its common shares to accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended, (the “Securities Act”). At the closing of each Private Offering, each investor made 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 were 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 delivered a drawdown notice to its investors. As of November 5, 2021, the Capital Commitments were fully drawn. The initial closing of the Private Offering occurred on August 10, 2018 (the “Initial Closing”). The “Commitment Period” will continue until the earlier of (i) the five year anniversary of the Final Closing (August 1, 2026) and (ii) the seven year anniversary of the Initial Closing (August 10, 2025). If the Company has not consummated an Exchange Listing by the end of the Commitment Period, subject to extension of two additional one-year periods, in the sole discretion of the Board, the Board (subject to any necessary shareholder approvals and applicable requirements of the 1940 Act) will use its commercially reasonable efforts to wind down and/or liquidate and dissolve the Company in an orderly manner.
On 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.
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. 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 Company reclassified the industry groupings of its portfolio companies as of June 30, 2021, presented in the accompanying consolidated financial statements to align with the Global Industry Classification Standards (“GICS”), where applicable. These reclassifications had no impact on prior periods' net earnings or stockholders' equity.
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;
Owl Rock Technology Finance Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
•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.
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.
Rule 2a-5 under the 1940 Act was recently adopted by the SEC and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company intends to comply with the new rule’s mandatory requirements on or before the compliance date in September 2022.
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
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•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.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization or accretion of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. 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 interest method. The amortized cost of investments represents the original cost adjusted for the amortization or accretion of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point the Company believes PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2022, 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 generally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies.
Organization Expenses
Costs associated with the organization of the Company are expensed as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.
Offering Expenses
Costs associated with the offering of common shares of the Company are capitalized as deferred offering expenses and are included in prepaid expenses and other assets in the Consolidated Statements of Assets and Liabilities and are amortized over a twelve-month period from incurrence. Expenses for any additional offerings are deferred and amortized
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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 effective interest method, over the life of the related debt instrument. Debt issuance costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the Consolidated Statements of Assets and Liabilities as an asset until the debt liability is recorded.
Reimbursement of Transaction-Related Expenses
The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are generally expected to be reimbursed by the Company’s portfolio companies, are typically deferred until the transaction is consummated and are recorded in prepaid expenses and other assets on the date incurred. The costs of successfully completed investments not otherwise reimbursed are borne by the Company and are included as a component of the investment’s cost basis.
Cash advances received in respect of transaction-related expenses are recorded as cash with an offset to accrued expenses and other liabilities. Accrued expenses and other liabilities are relieved as reimbursable expenses are incurred.
Income Taxes
The Company has elected to be treated as a BDC under the 1940 Act. The Company has elected to be treated as a RIC under the Code beginning with its taxable year ending December 31, 2018 and intends to continue to qualify as a RIC. 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, 2021. The 2018 through 2020 tax years remain subject to examination by U.S. federal, state and local tax authorities.
Distributions to Common Shareholders
Distributions to common shareholders are recorded on the record date. The amount to be distributed is determined by the Board and is generally based upon the earnings estimated by the Adviser. Undistributed long-term capital gains, if any, would be generally distributed at least annually, although the Company may decide to retain such capital gains for investment.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of any cash distributions on behalf of shareholders, unless a shareholder elects to receive cash. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash
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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
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848),” which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. ASU No. 2021-01 provides increased clarity as the Company continues to evaluate the transition of reference rates and is currently evaluating the impact of adopting ASU No. 2020-04 and 2021-01 on the consolidated financial statements.
In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement (Topic 820),” which clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. ASU 2022-03 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. An entity that qualifies as an investment company under Topic 946 should apply the amendments in ASU No. 2022-03 to an investment in an equity security subject to a contractual sale restriction that is executed or modified on or after the date of adoption. The Company is currently evaluating the impact of adopting ASU No. 2022-03 on the consolidated financial statements.
Other than the aforementioned guidance, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
Note 3. Agreements and Related Party Transactions
Administration Agreement
The Company has entered into an amended and restated Administration Agreement (the “Administration Agreement”) with the Adviser. The Administration Agreement became effective on May 18, 2021 upon consummation of the transaction (the "Transaction") pursuant to which Owl Rock Capital Group, the parent of the Adviser (and a subsidiary of Owl Rock Capital Partners LP), and Dyal Capital Partners merged to form Blue Owl. Under the terms of the Administration Agreement, the Adviser performs, or oversees the performance of, required administrative services, which include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others. On May 3, 2022, the Board approved the continuation of the Administration Agreement.
The Administration Agreement also provides that the Company reimburses the Adviser for certain organization costs incurred prior to the commencement of the Company’s operations, and for certain offering costs.
The Company reimburses the Adviser for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Adviser for any services performed for it by such affiliate or third party.
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Notes to Consolidated Financial Statements (Unaudited) - Continued
Unless earlier terminated as described below the Administration Agreement will remain in effect from two years from the date it first became effective, and will remain in effect from year to year if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent directors. The Administration Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company (as defined in the 1940 Act), or by the vote of a majority of the Board or by the Adviser.
No person who is an officer, director, or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s officers 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 months ended June 30, 2022 and 2021, the Company incurred expenses of approximately $0.7 million and $0.7 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the six months ended June 30, 2022 and 2021, the Company incurred expenses of approximately $1.4 million and $1.1 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.
As of June 30, 2022 and December 31, 2021, amounts reimbursable to the Adviser pursuant to the Administration Agreement were $2.1 million and $2.5 million, respectively.
Investment Advisory Agreement
The Company has entered into an amended and restated Investment Advisory Agreement (the “Investment Advisory Agreement”) with the Adviser. The Investment Advisory Agreement became effective on May 18, 2021 upon consummation of the Transaction. The terms of the Investment Advisory Agreement are identical to the terms of the prior investment advisory agreement. 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. On May 3, 2022, the Board approved the continuation of the Investment Advisory Agreement.
The Adviser’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to the Company are not impaired.
Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect for two years from the date it first became effective and will remain in effect from year-to-year if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, by a majority of independent directors.
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
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securities on any other public trading market, the Management Fee is payable at an annual rate of 0.90% of the Company’s (i) average gross assets, excluding cash and cash equivalents but including assets purchased with borrowed amounts, at the end of the two most recently completed calendar quarters; provided, however, that no Management Fee will be charged on the value of gross assets (excluding cash and cash- equivalents but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act; plus (ii) the average of any remaining unfunded Capital Commitments at the end of the two most recently completed calendar quarters. Following an Exchange Listing, the Management Fee is payable at an annual rate of (x) 1.50% of the Company’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is above an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act and (y) 1.00% of the Company’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act, in each case, at the end of the two most recently completed calendar quarters payable quarterly in arrears. The Management Fee will be appropriately prorated and adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuances or repurchases during the relevant calendar quarters. The Management Fee for any partial month or quarter, as the case may be, will be appropriately prorated and adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter). For purposes of the Investment Advisory Agreement, gross assets means the Company’s total assets determined on a consolidated basis in accordance with generally accepted accounting principles in the United States, excluding cash and cash equivalents, but including assets purchased with borrowed amounts.
For the three months ended June 30, 2022 and 2021, management fees were $13.9 million and $10.7 million, respectively. For the six months ended June 30, 2022 and 2021, management fees were $27.9 million and $21.3 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 Incentive Fee 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. A portion of the Incentive Fee is based on our income and a portion is based on our capital gains, each as described below. 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.
For the three months ended June 30, 2022 and 2021, the Company incurred incentive fees of $5.8 million and $6.0 million, respectively, based on net investment income. For the six months ended June 30, 2022 and 2021, the Company incurred incentive fees of $12.0 million and $9.3 million, respectively, based on net investment income.
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
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the Capital Gains Incentive Fee is net of the aggregate amount of any previously paid Capital Gains Incentive Fee for prior periods. While the Investment Advisory Agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive fee, as required by U.S. GAAP, the Company accrues capital gains incentive fees on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if the Company's entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized. The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated. For the sole purpose of calculating the Capital Gains Incentive Fee, the cost basis as of the initial closing date for all of the Company’s investments made prior to the initial closing date will be equal to the fair value of such investments as of the last day of the calendar quarter in which the initial closing date occurs; provided, however, that 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 and six months ended June 30, 2022, the Company reversed previously recorded performance-based incentive fees based on capital gains of $(15.2) million and $(25.3) million, respectively.
For the three months ended June 30, 2021, the Company incurred performance-based incentive fees based on capital gains of $10.1 million, of which $5.5 million were related to unrealized gains. For the six months ended June 30, 2021, the Company incurred performance-based incentive fees based on capital gains of $14.4 million, of which $9.8 million were related to unrealized gains.
Affiliated Transactions
The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company relies on an order of exemptive relief (the "Order") 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 the Order, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching 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, (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 and (4) the proposed investment by the Company would not benefit the Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transactions) except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.
The Adviser is affiliated with ORCA, Owl Rock Private Fund Advisors LLC (“ORPFA”), Owl Rock Diversified Advisors LLC (“ORDA”) and Owl Rock Technology Advisors II LLC ("ORTA II"), together with ORCA, ORPFA, ORDA and the Adviser, the “Owl Rock Advisers”, which are also investment advisers. The Owl Rock Advisers are indirect affiliates of Blue Owl and comprise part of "Owl Rock," a division of Blue Owl focused on direct lending. The Owl Rock Advisers' investment allocation policy seeks to ensure equitable allocation of investment opportunities between the Company and other funds managed by the Adviser or its affiliates. As a result of the Order, there could be significant overlap in the Company’s investment portfolio and investment portfolios of the Owl Rock Clients and/or other funds established by the Adviser or its affiliates that could avail themselves of the Order and that have investment objective similar to ours.
License Agreement
The Company has entered into a license agreement (the “License Agreement”) pursuant to which an affiliate of Blue Owl 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 Company’s investment adviser. Other than with respect to this limited license, the Company has no legal right to the “Owl Rock” name or logo.
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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 June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
($ in thousands) | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
First-lien senior secured debt investments | $ | 4,110,018 | | | $ | 4,078,364 | | | $ | 4,026,044 | | | $ | 4,043,287 | |
Second-lien senior secured debt investments | 561,139 | | | 537,309 | | | 543,038 | | | 546,737 | |
Unsecured debt investments | 265,885 | | | 239,028 | | | 200,253 | | | 199,144 | |
Preferred equity investments | 765,932 | | | 764,588 | | | 716,554 | | | 801,732 | |
Common equity investments | 445,770 | | | 380,657 | | | 425,463 | | | 547,958 | |
Total Investments | $ | 6,148,744 | | | $ | 5,999,946 | | | $ | 5,911,352 | | | $ | 6,138,858 | |
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The Company uses GICS for classifying the industry groupings of its portfolio companies. The industry composition of investments based on fair value as of June 30, 2022 and December 31, 2021 was as follows:
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
Aerospace & Defense | 1.9 | % | | 1.8 | % |
Application Software | 15.8 | | | 13.4 | |
Banks | 2.3 | | | 2.3 | |
Building Products | 0.7 | | | 0.7 | |
Capital Markets | 0.3 | | | 0.7 | |
Commercial Services & Supplies | 1.5 | | | 1.4 | |
Construction & Engineering | — | | | 0.9 | |
Consumer Finance | 0.6 | | | 0.9 | |
Diversified Consumer Services | 8.6 | | | 8.7 | |
Diversified Financial Services | 5.2 | | | 5.4 | |
Energy Equipment & Services | 2.1 | | | 2.0 | |
Health Care Technology | 12.8 | | | 11.9 | |
Hotels, Restaurants & Leisure | 2.1 | | | 3.3 | |
Household Durables | 1.1 | | | 1.1 | |
Industrial Conglomerates | 1.4 | | | 1.4 | |
Insurance | 1.1 | | | 1.1 | |
Internet & Direct Marketing Retail | 4.1 | | | 4.5 | |
IT Services | 7.6 | | | 7.8 | |
Life Sciences Tools & Services | 0.3 | | | 0.3 | |
Professional Services | 7.1 | | | 7.9 | |
Real Estate Management & Development | 1.6 | | | 1.6 | |
Road & Rail | 0.2 | | | 0.2 | |
Systems Software | 19.8 | | | 18.9 | |
Thrifts & Mortgage Finance | 1.8 | | | 1.8 | |
Total | 100.0 | % | | 100.0 | % |
Owl Rock Technology Finance Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
The geographic composition of investments based on fair value as of June 30, 2022 and December 31, 2021 was as follows:
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
United States: | | | |
Midwest | 16.8 | % | | 15.3 | % |
Northeast | 15.6 | | | 17.0 | |
South | 22.8 | | | 22.5 | |
West | 28.3 | | | 28.4 | |
Brazil | 0.5 | | | 0.7 | |
Canada | 3.8 | | | 3.7 | |
Estonia | 0.2 | | | 0.2 | |
Guernsey | 3.2 | | | 3.2 | |
Israel | 2.5 | | | 2.4 | |
Netherlands | 4.7 | | | 4.7 | |
United Kingdom | 1.6 | | | 1.9 | |
Total | 100.0 | % | | 100.0 | % |
Note 5. Fair Value of Investments
Investments
The following tables present the fair value hierarchy of investments as of June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Hierarchy as of June 30, 2022 |
($ in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
First-lien senior secured debt investments | $ | — | | | $ | 375 | | | $ | 4,077,989 | | | $ | 4,078,364 | |
Second-lien senior secured debt investments | — | | | 140,520 | | | 396,789 | | | 537,309 | |
Unsecured debt investments | — | | | 14,245 | | | 224,783 | | | 239,028 | |
Preferred equity investments | — | | | — | | | 764,588 | | | 764,588 | |
Common equity investments | 95,135 | | | 14,843 | | | 270,679 | | | 380,657 | |
Total Investments at fair value | $ | 95,135 | | | $ | 169,983 | | | $ | 5,734,828 | | | $ | 5,999,946 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Hierarchy as of December 31, 2021 |
($ in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
First-lien senior secured debt investments | $ | — | | | $ | 19,527 | | | $ | 4,023,760 | | | $ | 4,043,287 | |
Second-lien senior secured debt investments | — | | | 10,860 | | | 535,877 | | | 546,737 | |
Unsecured debt investments | — | | | — | | | 199,144 | | | 199,144 | |
Preferred equity investments | — | | | — | | | 801,732 | | | 801,732 | |
Common equity investments | 80,413 | | | 46,966 | | | 420,579 | | | 547,958 | |
Total Investments at fair value | $ | 80,413 | | | $ | 77,353 | | | $ | 5,981,092 | | | $ | 6,138,858 | |
Owl Rock Technology Finance Corp.
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 months ended June 30, 2022 and June 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of and for the Three Months Ended June 30, 2022 |
($ in thousands) | First-lien senior secured debt investments | | Second-lien senior secured debt investments | | Unsecured debt investments | | Preferred equity investments | | Common equity investments | | Total |
Fair value, beginning of period | $ | 3,986,764 | | | $ | 339,952 | | | $ | 208,999 | | | $ | 902,002 | | | $ | 315,877 | | | $ | 5,753,594 | |
Purchases of investments, net | 169,082 | | | 31,424 | | | 30,085 | | | 7,373 | | | 17,459 | | | 255,423 | |
Payment-in-kind | 22,379 | | | 2,898 | | | 2,755 | | | 11,352 | | | — | | | 39,384 | |
Proceeds from investments, net | (74,070) | | | (15,826) | | | — | | | (95,068) | | | — | | | (184,964) | |
Net change in unrealized gain (loss) | (29,548) | | | (14,367) | | | (17,137) | | | (98,024) | | | (62,657) | | | (221,733) | |
Net realized gains (losses) | 10 | | | — | | | — | | | 36,871 | | | — | | | 36,881 | |
Net amortization/accretion of premium/discount on investments | 3,372 | | | 140 | | | 81 | | | 82 | | | — | | | 3,675 | |
Transfers between investment types | — | | | — | | | — | | | — | | | — | | | — | |
Transfers into (out of) Level 3(1) | — | | | 52,568 | | | — | | | — | | | — | | | 52,568 | |
Fair value, end of period | $ | 4,077,989 | | | $ | 396,789 | | | $ | 224,783 | | | $ | 764,588 | | | $ | 270,679 | | | $ | 5,734,828 | |
________________
(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the three months ended June 30, 2022, transfers between Level 2 and Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of and for the Three Months Ended June 30, 2021 |
($ in thousands) | First-lien senior secured debt investments | | Second-lien senior secured debt investments | | Unsecured debt investments | | Preferred equity investments | | Common equity investments | | Total |
Fair value, beginning of period | $ | 2,300,317 | | | $ | 122,931 | | | $ | 440,185 | | | $ | 255,041 | | | $ | 17,435 | | | $ | 3,135,909 | |
Purchases of investments, net | 742,281 | | | 232,716 | | | — | | | 292,358 | | | 130,787 | | | 1,398,142 | |
Payment-in-kind | 3,456 | | | — | | | — | | | 2,071 | | | — | | | 5,527 | |
Proceeds from investments, net | (146,217) | | | (32,942) | | | (196,512) | | | — | | | — | | | (375,671) | |
Net change in unrealized gain (loss) | 6,258 | | | 168 | | | (12,897) | | | 58,409 | | | 65 | | | 52,003 | |
Net realized gains (losses) | 4 | | | — | | | 42,580 | | | — | | | — | | | 42,584 | |
Net amortization of discount on investments | 3,524 | | | 449 | | | 1,004 | | | 4 | | | — | | | 4,981 | |
Transfers into (out of) Level 3(1) | — | | | — | | | — | | | — | | | (11,276) | | | (11,276) | |
Fair value, end of period | $ | 2,909,623 | | | $ | 323,322 | | | $ | 274,360 | | | $ | 607,883 | | | $ | 137,011 | | | $ | 4,252,199 | |
Owl Rock Technology Finance Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
________________
(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the three months ended June 30, 2021, transfers between Level 2 and Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.
The following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the six months ended June 30, 2022 and June 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of and for the Six Months Ended June 30, 2022 |
($ in thousands) | First-lien senior secured debt investments | | Second-lien senior secured debt investments | | Unsecured debt investments | | Preferred equity investments | | Common equity investments | | Total |
Fair value, beginning of period | $ | 4,023,760 | | | $ | 535,877 | | | $ | 199,144 | | | $ | 801,732 | | | $ | 420,579 | | | $ | 5,981,092 | |
Purchases of investments, net | 359,341 | | | 31,424 | | | 41,065 | | | 96,387 | | | 17,459 | | | 545,676 | |
Payment-in-kind | 30,983 | | | 4,671 | | | 7,673 | | | 15,908 | | | — | | | 59,235 | |
Proceeds from investments, net | (295,594) | | | (15,826) | | | — | | | (101,297) | | | — | | | (412,717) | |
Net change in unrealized gain (loss) | (48,652) | | | (17,829) | | | (23,291) | | | (86,518) | | | (101,511) | | | (277,801) | |
Net realized gains (losses) | 95 | | | — | | | — | | | 41,011 | | | — | | | 41,106 | |
Net amortization/accretion of premium/discount on investments | 8,448 | | | 260 | | | 192 | | | 206 | | | — | | | 9,106 | |
Transfers between investment types | — | | | — | | | — | | | (2,841) | | | 2,841 | | | — | |
Transfers into (out of) Level 3(1) | (392) | | | (141,788) | | | — | | | — | | | (68,689) | | | (210,869) | |
Fair value, end of period | $ | 4,077,989 | | | $ | 396,789 | | | $ | 224,783 | | | $ | 764,588 | | | $ | 270,679 | | | $ | 5,734,828 | |
________________
(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the six months ended June 30, 2022, transfers between Level 2 and Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.
Owl Rock Technology Finance Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of and for the Six Months Ended June 30, 2021 |
($ in thousands) | First-lien senior secured debt investments | | Second-lien senior secured debt investments | | Unsecured debt investments | | Preferred equity investments | | Common equity investments | | Total |
Fair value, beginning of period | $ | 2,242,355 | | | $ | 184,996 | | | $ | 388,602 | | | $ | 190,655 | | | $ | 7,756 | | | $ | 3,014,364 | |
Purchases of investments, net | 926,524 | | | 232,716 | | | 185,835 | | | 345,361 | | | 136,019 | | | 1,826,455 | |
Payment-in-kind | 5,961 | | | — | | | 4,985 | | | 2,071 | | | — | | | 13,017 | |
Proceeds from investments, net | (282,642) | | | (96,221) | | | (306,901) | | | — | | | — | | | (685,764) | |
Net change in unrealized gain (loss) | 9,906 | | | (100) | | | 8,692 | | | 69,792 | | | 65 | | | 88,355 | |
Net realized gains (losses) | 79 | | | — | | | 42,580 | | | — | | | — | | | 42,659 | |
Net amortization of discount on investments | 7,440 | | | 1,931 | | | 3,067 | | | 4 | | | — | | | 12,442 | |
Transfers into (out of) Level 3(1) | — | | | — | | | (52,500) | | | — | | | (6,829) | | | (59,329) | |
Fair value, end of period | $ | 2,909,623 | | | $ | 323,322 | | | $ | 274,360 | | | $ | 607,883 | | | $ | 137,011 | | | $ | 4,252,199 | |
________________
(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the six months ended June 30, 2021, transfers between Level 2 and Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.
The following tables present information with respect to net change in unrealized gains (losses) on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the three and six months ended June 30, 2022 and June 30, 2021:
| | | | | | | | | | | |
($ in thousands) | Net change in unrealized gain (loss) for the Three Months Ended June 30, 2022 on Investments Held at June 30, 2022 | | Net change in unrealized gain (loss) for the Three Months Ended June 30, 2021 on Investments Held at June 30, 2021 |
First-lien senior secured debt investments | $ | (29,209) | | | $ | 6,953 | |
Second-lien senior secured debt investments | (14,365) | | | 543 | |
Unsecured debt investments | (17,139) | | | 17,326 | |
Preferred equity investments | (59,355) | | | 58,409 | |
Common equity investments | (62,657) | | | 65 | |
Total Investments | $ | (182,725) | | | $ | 83,296 | |
Owl Rock Technology Finance Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | |
($ in thousands) | Net change in unrealized gain (loss) for the Six Months Ended June 30, 2022 on Investments Held at June 30, 2022 | | Net change in unrealized gain (loss) for the Six Months Ended June 30, 2021 on Investments Held at June 30, 2021 |
First-lien senior secured debt investments | $ | (87,690) | | | $ | 14,966 | |
Second-lien senior secured debt investments | (17,828) | | | 1,137 | |
Unsecured debt investments | (23,292) | | | 16,333 | |
Preferred equity investments | (71,254) | | | 69,792 | |
Common equity investments | (110,354) | | | 65 | |
Total Investments | $ | (310,418) | | | $ | 102,293 | |
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 June 30, 2022 and December 31, 2021. The weighted average range of unobservable inputs is based on fair value of investments. 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 June 30, 2022 |
($ 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 | $ | 3,979,378 | | | Yield Analysis | | Market Yield | | 9.4%-20.1% (10.4%) | | Decrease |
| 98,611 | | | Recent Transaction | | Transaction Price | | 97.5%-101.3% (98.7%) | | Increase |
Second-lien senior secured debt investments | $ | 379,319 | | | Yield Analysis | | Market Yield | | 10.5%-17.3% (13.3%) | | Decrease |
| 17,470 | | | Recent Transaction | | Transaction Price | | 99.0% (99.0%) | | Increase |
Unsecured debt investments | $ | 194,698 | | | Yield Analysis | | Market Yield | | 9.1%-11.3% (10.5%) | | Decrease |
| 30,085 | | | Recent Transaction | | Transaction Price | | 97.0% (97.0%) | | Increase |
Preferred equity investments | $ | 174,836 | | | Yield Analysis | | Market Yield | | 11.9%-16.1% (14.5%) | | Decrease |
| 515,833 | | | Market Approach | | Revenue Multiple | | 5.3x-42.5x (18.7x) | | Increase |
| 61,606 | | | Market Approach | | EBITDA Multiple | | 11.5x-15.8x (15.7x) | | Increase |
| 5,000 | | | Market Approach | | Transaction Price | | $34.54 ($34.54) | | Increase |
| 7,313 | | | Recent Transaction | | Transaction Price | | 97.5% (97.5%) | | Increase |
Common equity investments | $ | 194,595 | | | Market Approach | | Revenue Multiple | | 6.5x-27.5x (18.8x) | | Increase |
| 10,016 | | | Market Approach | | EBITDA Multiple | | 11.5x-23.3x (19.9x) | | Increase |
| 35,250 | | | Market Approach | | Transaction Price | | $70.00 ($70.00) | | Increase |
| 21,975 | | | Market Approach | | Discount to Trade Price | | $0.16-$4.63 ($0.59) | | Decrease |
| 398 | | | Market Approach | | Gross Profit Multiple | | 16.5x (16.5x) | | Increase |
| 8,445 | | | Recent Transaction | | Transaction Price | | 100.0% (100.0%) | | Increase |
Owl Rock Technology Finance Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 |
($ 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 | $ | 3,378,478 | | | Yield Analysis | | Market Yield | | 5.3%-11.6% (8.6%) | | Decrease |
| 645,282 | | | Recent Transaction | | Transaction Price | | 97.5%-99.6% (98.2%) | | Increase |
Second-lien senior secured debt investments(1) | $ | 217,710 | | | Yield Analysis | | Market Yield | | 7.9%-10.5% (9.2%) | | Decrease |
| 169,623 | | | Recent Transaction | | Transaction Price | | 98.0%-99.5% (98.5%) | | Increase |
Unsecured debt investments | $ | 199,144 | | | Yield Analysis | | Market Yield | | 7.2%-9.4% (8.6%) | | Decrease |
Preferred equity investments | $ | 233,002 | | | Market Approach | | Revenue Multiple | | 8.0x-22.5x (12.6x) | | Increase |
| 82,194 | | | Market Approach | | EBITDA Multiple | | 9.3x-24.0x (17.6x) | | Increase |
| 352,050 | | | Market Approach | | Transaction Price | | $2.43-$2,178.99 ($276.91) | | Increase |
| 134,486 | | | Recent Transaction | | Transaction Price | | $5.99-$1,002.52 ($853.58) | | Increase |
Common equity investments | $ | 42,232 | | | Market Approach | | Revenue Multiple | | 30.0x (30.0x) | | Increase |
| 9,272 | | | Market Approach | | EBITDA Multiple | | 24.0x (24.0x) | | Increase |
| 134,151 | | | Market Approach | | Transaction Price | | $6.72-609.78 ($436.08) | | Increase |
| 158,252 | | | Market Approach | | Discount to Trade Price | | $0.68-19.28 ($7.05) | | Decrease |
| 1,174 | | | Market Approach | | Gross Profit Multiple | | 27.0x (27.0x) | | Increase |
| 75,498 | | | Recent Transaction | | Transaction Price | | $1.00-$100.00 ($18.77) | | Increase |
________________
(1)Excludes Level 3 investments with an aggregate fair value amounting to $148,544, which the Company valued using indicative bid prices obtained from brokers.
The Company typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Company’s investment within the portfolio company’s capital structure.
Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. For the Company’s Level 3 equity investments, a market approach, based on comparable publicly-traded company and comparable market transaction multiples of revenues, earnings before interest, taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions are typically used.
Owl Rock Technology Finance Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
Debt Not Carried at Fair Value
Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. The following table presents the carrying and fair values of the Company’s debt obligations as of June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
($ in thousands) | Net Carrying Value(1) | | Fair Value | | Net Carrying Value(2) | | Fair Value |
Revolving Credit Facility(3) | 646,261 | | | 646,261 | | | 639,327 | | | 639,327 | |
SPV Asset Facility I | 285,949 | | | 285,949 | | | 285,705 | | | 285,705 | |
SPV Asset Facility II | 172,574 | | | 172,574 | | | (2,680) | | | (2,680) | |
June 2025 Notes | 206,520 | | | 208,950 | | | 206,003 | | | 235,725 | |
December 2025 Notes | 655,440 | | | 614,250 | | | 656,708 | | | 692,250 | |
June 2026 Notes | 369,236 | | | 339,375 | | | 368,572 | | | 386,250 | |
January 2027 Notes | 293,278 | | | 255,000 | | | 292,799 | | | 294,000 | |
CLO 2020-1 | 197,152 | | | 197,152 | | | 197,317 | | | 197,317 | |
Total Debt | $ | 2,826,410 | | | $ | 2,719,511 | | | $ | 2,643,751 | | | $ | 2,727,894 | |
________________
(1)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, June 2025 Notes, December 2025 Notes, June 2026 Notes, January 2027 Notes, and CLO 2020-1 is presented net of unamortized debt issuance costs of $10.3 million, $4.1 million, $2.4 million, $3.5 million, -$5.4 million, $5.8 million, $6.7 million and $2.8 million, respectively.
(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, June 2025 Notes, December 2025 Notes, June 2026 Notes, January 2027 Notes, and CLO 2020-1 is presented net of unamortized debt issuance costs of $11.4 million, $4.3 million, $2.7 million, $4.0 million, -$6.7 million, $6.4 million, $7.2 million, and $2.7 million, respectively.
(3)Includes unrealized translation gain (loss) on borrowings denominated in foreign currencies.
Financial Instruments Not Carried at Fair Value
As of June 30, 2022 and December 31, 2021, the carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value due to their short maturities.
Note 6. Debt
In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. The Company’s asset coverage was 214% and 231% as of June 30, 2022 and December 31, 2021, respectively.
Debt obligations consisted of the following as of June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2022 |
($ in thousands) | Aggregate Principal Committed | | Outstanding Principal | | Amount Available(1) | | Net Carrying Value(2) |
Revolving Credit Facility | $ | 1,040,000 | | | $ | 656,526 | | | $ | 383,474 | | | $ | 646,261 | |
SPV Asset Facility I | 450,000 | | | 290,000 | | | 17,149 | | | 285,949 | |
SPV Asset Facility II | 300,000 | | | 175,000 | | | 76,846 | | | 172,574 | |
June 2025 Notes | 210,000 | | | 210,000 | | | — | | | 206,520 | |
December 2025 Notes | 650,000 | | | 650,000 | | | — | | | 655,440 | |
June 2026 Notes | 375,000 | | | 375,000 | | | — | | | 369,236 | |
January 2027 Notes | 300,000 | | | 300,000 | | | — | | | 293,278 | |
CLO 2020-1 | 200,000 | | | 200,000 | | | — | | | 197,152 | |
Total Debt | $ | 3,525,000 | | | $ | 2,856,526 | | | $ | 477,469 | | | $ | 2,826,410 | |
Owl Rock Technology Finance Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
________________
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, June 2025 Notes, December 2025 Notes, June 2026 Notes, January 2027 Notes, and CLO 2020-1 is presented net of unamortized debt issuance costs of $10.3 million, $4.1 million, $2.4 million, $3.5 million, -$5.4 million, $5.8 million, $6.7 million and $2.8 million, respectively.
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
($ in thousands) | Aggregate Principal Committed | | Outstanding Principal | | Amount Available(1) | | Net Carrying Value(2) |
Revolving Credit Facility | $ | 1,040,000 | | | $ | 650,774 | | | $ | 389,226 | | | $ | 639,327 | |
SPV Asset Facility I | 450,000 | | | 290,000 | | | 4,376 | | | 285,705 | |
SPV Asset Facility II | 300,000 | | | — | | | 215,229 | | | (2,680) | |
June 2025 Notes | 210,000 | | | 210,000 | | | — | | | 206,003 | |
December 2025 Notes | 650,000 | | | 650,000 | | | — | | | 656,708 | |
June 2026 Notes | 375,000 | | | 375,000 | | | — | | | 368,572 | |
January 2027 Notes | 300,000 | | | 300,000 | | | — | | | 292,799 | |
CLO 2020-1 | 200,000 | | | 200,000 | | | — | | | 197,317 | |
Total Debt | $ | 3,525,000 | | | $ | 2,675,774 | | | $ | 608,831 | | | $ | 2,643,751 | |
________________
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, June 2025 Notes, December 2025 Notes, June 2026 Notes, January 2027 Notes, and CLO 2020-1 is presented net of unamortized debt issuance costs of $11.4 million, $4.3 million, $2.7 million, $4.0 million, -$6.7 million, $6.4 million, $7.2 million, and $2.7 million, respectively.
For the three and six months ended June 30, 2022 and June 30, 2021, the components of interest expense were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended June 30, | | For the Six Months Ended June 30, | | |
($ in thousands) | 2022 | | 2021 | | 2022 | | 2021 | | |
Interest expense | $ | 27,308 | | | $ | 20,253 | | | $ | 52,823 | | | $ | 38,195 | | | |
Amortization of debt issuance costs | 1,407 | | | 2,094 | | | 2,970 | | | 4,109 | | | |
Total Interest Expense | $ | 28,715 | | | $ | 22,347 | | | $ | 55,793 | | | $ | 42,304 | | | |
Average interest rate | 4.0 | % | | 3.7 | % | | 3.9 | % | | 4.0 | % | | |
Average daily borrowings | $ | 2,690,461 | | | $ | 2,161,379 | | | $ | 2,719,091 | | | $ | 1,906,304 | | | |
Credit Facilities
Subscription Credit Facility
On November 19, 2018, the Company entered into a revolving credit facility (as amended, the “Subscription Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) as administrative agent (the “Administrative Agent”) and letter of credit issuer, and the banks and financial institutions from time to time party thereto, as lenders.
The Subscription Credit Facility permitted the Company to borrow up to $700 million, subject to availability under the "Borrowing Base". The Borrowing Base was calculated based on the unused Capital Commitments of the investors meeting various eligibility requirements above certain concentration limits. Effective November 5, 2021, the outstanding balance on the Subscription Credit Facility was paid in full and the facility was terminated pursuant to its terms.
Borrowings under the Subscription Credit Facility bore 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
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Notes to Consolidated Financial Statements (Unaudited) - Continued
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 generally borrowed utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. Loans were able to be converted from one rate to another at any time at the Company’s election, subject to certain conditions. The Company also paid an unused commitment fee of 0.25% per annum on the unused commitments.
Revolving Credit Facility
On March 15, 2019, the Company entered into a Senior Secured Revolving Credit Agreement (as amended by that certain First Amendment to Senior Secured Revolving Credit Agreement, dated as of September 3, 2020, and as amended by that certain Second Amendment to Senior Secured Revolving Credit Agreement, dated as of September 22, 2021, the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include the Company, as Borrower, the issuing banks from time to time parties thereto, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”), the issuing banks from time to time party thereto (each an "Issuing Bank" and collectively, the "Issuing Banks"), and Truist Securities, Inc. and ING Capital LLC as Joint Lead Arrangers and Joint Bookrunners, and Truist 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 $1.04 billion, 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 $1.56 billion 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 (increased from $750 million to $1.25 billion on September 3, 2020 and increased further from $1.25 billion to up to $1.56 billion on September 22, 2021). The Revolving Credit Facility includes a $50 million limit for swingline loans, with the aggregate principal amount of outstanding swingline loans of any swingline lender being limited to up to $25 million, and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions.
The availability period under the Revolving Credit Facility will terminate on September 22, 2025 (“Commitment Termination Date”) and the Revolving Credit Facility will mature on September 22, 2026 (“Revolving Credit Facility Maturity Date”). During the period from the Commitment Termination Date to the Revolving Credit Facility Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility will bear interest at either (i) LIBOR margin of either 1.875% per annum or, if the borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum, (ii) an alternative base rate plus 0.875% per annum or, if the borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 0.75% per annum or (iii) for amounts drawn under the Revolving Credit Facility in Sterling or Swiss Francs, either the Sterling Overnight Interbank Average Rate ("SONIA") or the Swiss Average Rate Overnight ("SARON"), as applicable, plus margin of either 1.875% per annum or, if the borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum plus in either case an applicable credit adjustment spread. Further, the Revolving Credit Facility builds in a hardwired approach for the replacement of LIBOR loans in U.S. dollars. For LIBOR loans in other permitted currencies, the Revolving Credit Facility includes customary fallback mechanics for the Company and the Administrative Agent to select an alternative benchmark, subject to the negative consent of required Lenders. The Company may elect the currency and 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 generally borrows utilizing LIBOR rate 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. The agreement requires a minimum asset coverage ratio with respect to the consolidated assets of the Company and its subsidiaries to senior indebtedness of no less than 1.50 to 1.00, measured at the last day of any fiscal quarter and a minimum asset coverage ratio of no less than 2.00 to 1.00 with respect to the consolidated assets of the Company and its subsidiary guarantors (including
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Notes to Consolidated Financial Statements (Unaudited) - Continued
certain limitations on the contribution of equity in financing subsidiaries as specified therein) to their secured indebtedness (the “Obligor Asset Coverage Ratio”), measured at the last day of each fiscal quarter.
SPV Asset Facilities
Certain of our wholly owned subsidiaries are parties to credit facilities (the “SPV Asset Facilities”). Pursuant to the SPV Asset Facilities, we sell and contribute certain investments to these wholly owned subsidiaries pursuant to sale and contribution agreements by and between us and the wholly owned subsidiaries. No gain or loss is recognized as a result of these contributions. Proceeds from the SPV Asset Facilities are used to finance the origination and acquisition of eligible assets by the wholly owned subsidiary, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired to the wholly owned subsidiary through our ownership of the wholly owned subsidiary. The SPV Asset Facilities are secured by a perfected first priority security interest in the assets of these wholly owned subsidiaries and on any payments received by such wholly owned subsidiaries in respect of those assets. Assets pledged to lenders under the SPV Asset Facilities will not be available to pay our debts. The SPV Asset Facilities contain 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).
SPV Asset Facility I
On August 11, 2020 (the “SPV Asset Facility I Closing Date”), OR Tech Financing I LLC ("OR Tech Financing I”), a Delaware limited liability company and newly formed wholly-owned subsidiary of the Company entered into a Credit Agreement, as amended through the date hereof (the “SPV Asset Facility I”), with OR Tech Financing I, as borrower, Massachusetts Mutual Life Insurance Company, as initial Lender, Alter Domus (US) LLC, as Administrative Agent and Document Custodian, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and the lenders from time to time party thereto pursuant to Assignment and Assumption Agreements. The SPV Asset Facility I was amended on October 27, 2021 to increase the total term loan commitment from $300 million to $450 million.
From time to time, the Company expects to sell and contribute certain investments to OR Tech Financing I pursuant to a Sale and Contribution Agreement by and between the Company and OR Tech Financing I. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by OR Tech Financing I, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by OR Tech Financing I through ownership of OR Tech Financing I. The total term loan commitment of the SPV Asset Facility I is $450 million. The availability of the commitments are subject to a ramp up period and subject to an overcollateralization ratio test, which is based on the value of OR Tech Financing I assets from time to time, and satisfaction of certain other tests and conditions, including an advance rate test, interest coverage ratio test, certain concentration limits and collateral quality tests.
The SPV Asset Facility I provides for the ability to draw term loans for a period of up to two years after the Closing Date unless the commitments are terminated as provided in the SPV Asset Facility I (the “Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on August 12, 2030 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by OR Tech Financing I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, OR Tech Financing I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.
Amounts drawn bear interest at LIBOR plus a spread of 3.50%; however, the SPV Asset Facility I includes fallback provisions which allow OR Tech Financing I and the Administrative Agent to select a replacement rate when LIBOR is no longer available. The SPV Asset Facility I contains customary covenants, limitations on the activities of OR Tech Financing I, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of OR Tech Financing I and on any payments received by OR Tech Financing I in respect of those assets. Assets pledged to the Lenders will not be available to pay the debts of the Company.
SPV Asset Facility II
On November 16, 2021 (the "SPV Asset Facility II Closing Date"), ORTF Funding I LLC ("ORTF Funding I"), a Delaware limited liability company and our newly formed subsidiary entered into a Credit Agreement (the "SPV Asset Facility II"), with ORTF Funding I LLC, as Borrower, the lenders from time to time parties thereto, Goldman Sachs Bank USA as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust company as
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Notes to Consolidated Financial Statements (Unaudited) - Continued
Collateral Administrator and Collateral Agent and Alter Domus (US) LLC as Collateral Custodian. On the SPV Asset Facility II Closing Date, ORTF Funding I and Goldman Sachs Bank USA, as Administrative Agent, also entered into a Margining Agreement relating to the Secured Credit Facility (the "Margining Agreement').
From time to time, we expect to sell and contribute certain investments to ORTF Funding I pursuant to a Sale and Contribution Agreement by and between us and ORTF Funding I. No gain or loss will be recognized as a result of the contribution. Proceeds from SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by ORTF Funding I, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by ORTF Funding I through our ownership of ORTF Funding I. The maximum principal amount which may be borrowed under SPV Asset Facility II is $300 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORTF Funding I's assets from time to time, and satisfaction of certain conditions, including certain concentration limits.
The SPV Asset Facility II provides for the ability to draw and redraw revolving loans for a period of up to three years after the SPV Asset Facility II Closing Date. Unless otherwise terminated, the SPV Asset Facility II will mature on November 16, 2026 (the "SPV Asset Facility II Stated Maturity"). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by ORTF Funding I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, ORTF Funding I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us. The SPV Asset Facility II may be permanently reduced, in whole or in part, at the option of ORTF Funding I subject to payment of a premium for a period of time.
Amounts drawn bear interest at a reference rate (initially LIBOR) plus a spread of 2.625% and the spread is payable on the amount by which the undrawn amount exceeds a minimum threshold, initially zero and ramping to 75% of the commitment amount. The undrawn amount of the commitment not subject to such spread payment is subject to an undrawn fee of 0.50% per annum. Certain additional fees are payable on each payment date to Goldman Sachs Bank USA as Administrative Agent. In addition, under the Margining Agreement and Credit Agreement, ORTF Funding I is required to post cash margin (or in certain cases, additional eligible assets) to the Administrative Agent if a borrowing base deficiency occurs or if the weighted average price gap (as defined in the Margining Agreement), which is a measure of the excess of the aggregate value assigned to ORTF Funding I's assets for purposes of the borrowing base test over the total amount drawn under the SVP Asset Facility II, falls below 20%.
Unsecured Notes
June 2025 Notes
On June 12, 2020, the Company issued $210 million aggregate principal amount of 6.75% notes due 2025 (the “June 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The June 2025 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
The June 2025 Notes were issued pursuant to an Indenture dated as of June 12, 2020 (the “Base Indenture”), between the Company and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of June 12, 2020 (the “First Supplemental Indenture” and together with the Base Indenture, the “June 2025 Indenture”), between the Company and the Trustee. The June 2025 Notes will mature on June 30, 2025 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the June 2025 Indenture. The June 2025 Notes initially bear interest at a rate of 6.75% per year payable semi-annually on June 30 and December 30 of each year, commencing on December 30, 2020. As described in the First Supplemental Indenture, if the June 2025 Notes cease to have an investment grade rating from Kroll Bond Rating Agency (or if Kroll Bond Rating Agency ceases to rate the June 2025 Notes or fails to make a rating of the June 2025 Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization,” as defined in Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Kroll Bond Rating Agency) (an “Interest Rate Adjustment Event”), the interest rate on the June 2025 Notes will increase to 7.50% from the date of the Interest Rate Adjustment Event until the date on which the June 2025 Notes next again receive an investment grade rating. The June 2025 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the June 2025 Notes. The June 2025 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or
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Notes to Consolidated Financial Statements (Unaudited) - Continued
junior. The June 2025 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The June 2025 Notes will rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The June 2025 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the June 2025 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the June 2025 Indenture.
In addition, if a change of control repurchase event, as defined in the June 2025 Indenture, occurs prior to maturity, holders of the June 2025 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the June 2025 Notes at a repurchase price equal to 100% of the aggregate principal amount of the June 2025 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
December 2025 Notes
On September 23, 2020, the Company issued $400 million aggregate principal amount of its 4.75% notes due 2025 (the “December 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. On November 23, 2021, we issued an additional $250 million aggregate principal amount of the December 2025 Notes in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The December 2025 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
The December 2025 Notes were issued pursuant to the Base Indenture and a Second Supplemental Indenture, dated as of September 23, 2020 (the “Second Supplemental Indenture” and together with the Base Indenture, the “December 2025 Indenture”), between the Company and the Trustee. The December 2025 Notes will mature on December 15, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the December 2025 Indenture. The December 2025 Notes bear interest at a rate of 4.75% per year payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2020. The December 2025 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the December 2025 Notes. The December 2025 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior. The December 2025 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The December 2025 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the December 2025 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, if a change of control repurchase event, as defined in the December 2025 Indenture, occurs prior to maturity, holders of the December 2025 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the December 2025 Notes at a repurchase price equal to 100% of the aggregate principal amount of the December 2025 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
June 2026 Notes
On December 17, 2020, the Company issued $375 million aggregate principal amount of 3.75% notes due 2026 (the “June 2026 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the
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Notes to Consolidated Financial Statements (Unaudited) - Continued
Securities Act. The June 2026 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
The June 2026 Notes were issued pursuant to the Base Indenture and a Third Supplemental Indenture, dated as of December 17, 2020 (the “Third Supplemental Indenture” and together with the Base Indenture, the “June 2026 Indenture”), between us and the Trustee. The June 2026 Notes will mature on June 17, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the June 2026 Indenture. The June 2026 Notes bear interest at a rate of 3.75% per year payable semi-annually on June 17 and December 17 of each year, commencing on June 17, 2021. The June 2026 Notes are our direct, general unsecured obligations and will rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the June 2026 Notes. The June 2026 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior to the June 2026 Notes. The June 2026 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The June 2026 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The June 2026 Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the June 2026 Notes and the Trustee if we are no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, if a change of control repurchase event, as defined in the June 2026 Indenture, occurs prior to maturity, holders of the June 2026 Notes will have the right, at their option, to require us to repurchase for cash some or all of the June 2026 Notes at a repurchase price equal to 100% of the aggregate principal amount of the June 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
January 2027 Notes
On June 14, 2021, the Company issued $300 million aggregate principal amount of 2.50% notes due 2027 (the “January 2027 Notes”). The January 2027 Notes were issued pursuant to the Base Indenture and a Fourth Supplemental Indenture, dated as of December 17, 2020 (the “Fourth Supplemental Indenture” and together with the Base Indenture, the “January 2027 Indenture”), between us and the Trustee. The January 2027 Notes will mature on January 15, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the January 2027 Indenture.
The January 2027 Notes bear interest at a rate of 2.50% per year, payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2022. The January 2027 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the January 2027 Notes. The January 2027 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior to the January 2027 Notes. The January 2027 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The January 2027 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The January 2027 Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the January 2027 Notes and the Trustee if we are no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, if a change of control repurchase event, as defined in the January 2027 Indenture, occurs prior to maturity, holders of the January 2027 Notes will have the right, at their option, to require us to repurchase for cash some or all of the January 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the January 2027 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
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Notes to Consolidated Financial Statements (Unaudited) - Continued
CLO 2020-1
On December 16, 2020 (the “CLO 2020-1 Closing Date”), the Company completed a $333.5 million term debt securitization transaction (the “CLO 2020-1 Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO 2020-1 Transaction were issued by the Company’s consolidated subsidiaries Owl Rock Technology Financing 2020-1, an exempted company incorporated in the Cayman Islands with limited liability (the “Issuer”), and Owl Rock Technology Financing 2020-1 LLC, a Delaware limited liability company (the “CLO 2020-1 Co-Issuer” and together with the CLO 2020-1 Issuer, the “CLO 2020-1 Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans, recurring revenue loans and participation interests in middle market loans, recurring revenue loans as well as by other assets of the CLO 2020-1 Issuer.
The CLO 2020-1 Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Closing Date (the “CLO 2020-1 Indenture”), by and among the CLO 2020-1 Issuers and State Street Bank and Trust Company: $200 million of A (sf) Class A Notes, which bear interest at three-month LIBOR plus 2.95% (the “CLO 2020-1 Secured Notes”). The CLO 2020-1 Secured Notes are secured by the middle market loans, recurring revenue loans, participation interests in middle market loans and recurring revenue loans and other assets of the Issuer. The CLO 2020-1 Secured Notes are scheduled to mature on January 15, 2031. The CLO 2020-1 Secured Notes were offered by MUFG Securities Americas Inc., as initial purchaser, from time to time in individually negotiated transactions. Upon the occurrence of certain triggering events relating to the end of LIBOR, a different benchmark rate will replace LIBOR as the reference rate for interest accruing on the CLO 2020-1 Secured Notes.
Concurrently with the issuance of the CLO 2020-1 Secured Notes, the CLO 2020-1 Issuer issued approximately $133.5 million of subordinated securities in the form of 133,500 preferred shares at an issue price of U.S.$1,000 per share (the “CLO 2020-1 Preferred Shares”). The CLO 2020-1 Preferred Shares were issued by the CLO 2020-1 Issuer as part of its issued share capital and are not secured by the collateral securing the CLO 2020-1 Secured Notes. The Company purchased all of the CLO 2020-1 Preferred Shares. The Company acts as retention holder in connection with the CLO 2020-1 Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO 2020-1 Preferred Shares.
As part of the CLO 2020-1 Transaction, the Company entered into a loan sale agreement with the CLO 2020-1 Issuer dated as of the Closing Date, which provided for the sale and contribution of approximately $243.4 million par amount of middle market loans and recurring revenue loans from the Company to the CLO 2020-1 Issuer on the Closing Date and for future sales from the Company to the CLO 2020-1 Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO 2020-1 Secured Notes. The Company made customary representations, warranties, and covenants to the CLO 2020-1 Issuer under the loan sale agreement.
Through January 15, 2022, the net proceeds of the issuing of the CLO 2020-1 Secured Notes not used to purchase the initial portfolio of loans securing the CLO 2020-1 Secured Notes and a portion of the proceeds received by the CLO 2020-1 Issuer from the loans securing the CLO 2020-1 Secured Notes may be used by the CLO 2020-1 Issuer to purchase additional middle market loans and recurring revenue loans under the direction of the Adviser, in its capacity as collateral manager for the CLO 2020-1 Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans and recurring revenue loans.
The CLO 2020-1 Secured Notes are the secured obligation of the CLO 2020-1 Issuers, and the CLO 2020-1 Indenture includes customary covenants and events of default. The CLO 2020-1 Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the SEC or pursuant to an applicable exemption from such registration.
The Adviser will serve as collateral manager for the CLO 2020-1 Issuer under a collateral management agreement dated as of the Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement, dated August 10, 2018, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO 2020-1 Issuers’ equity or notes owned by the Company.
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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 June 30, 2022 and December 31, 2021, the Company had the following outstanding commitments to fund investments in current portfolio companies:
| | | | | | | | | | | | | | | | | | | | |
Portfolio Company | | Investment | | June 30, 2022 | | December 31, 2021 |
($ in thousands) | | | | | | |
3ES Innovation Inc. (dba Aucerna) | | First lien senior secured revolving loan | | $ | 2,580 | | | $ | 4,580 | |
Acquia Inc. | | First lien senior secured revolving loan | | 10,375 | | | 11,789 | |
Alpine-22 | | First lien senior secured revolving loan | | 3,542 | | | — | |
Apptio, Inc. | | First lien senior secured revolving loan | | 1,962 | | | 1,962 | |
Aquiline Capital Partners | | First lien senior secured multi-draw term loan | | 7,929 | | | — | |
Armstrong Bidco Limited | | First lien senior secured delayed draw term loan | | 2,773 | | | — | |
AxiomSL Group, Inc. | | First lien senior secured delayed draw term loan | | 2,339 | | | 2,339 | |
AxiomSL Group, Inc. | | First lien senior secured revolving loan | | 15,410 | | | 15,410 | |
Bayshore Intermediate #2, L.P. (dba Boomi) | | First lien senior secured revolving loan | | 11,694 | | | 11,694 | |
BCPE Osprey Buyer, Inc. (dba PartsSource) | | First lien senior secured delayed draw term loan | | 28,903 | | | 28,903 | |
BCPE Osprey Buyer, Inc. (dba PartsSource) | | First lien senior secured revolving loan | | 12,232 | | | 12,232 | |
BCTO BSI Buyer, Inc. (dba Buildertrend) | | First lien senior secured revolving loan | | 2,525 | | | 3,275 | |
Blend Labs, Inc. | | First lien senior secured revolving loan | | 12,500 | | | 12,500 | |
Brightly Software Holdings, Inc. | | First lien senior secured revolving loan | | 3,231 | | | 6,923 | |
Centrify Corporation | | First lien senior secured revolving loan | | 4,081 | | | 8,163 | |
Certify, Inc. | | First lien senior secured revolving loan | | 1,711 | | | 1,711 | |
Certify, Inc. | | First lien senior secured delayed draw term loan | | — | | | 16,500 | |
CivicPlus, LLC | | First lien senior secured revolving loan | | 4,664 | | | 3,300 | |
Community Brands ParentCo, LLC | | First lien senior secured delayed draw term loan | | 1,500 | | | — | |
Community Brands ParentCo, LLC | | First lien senior secured revolving loan | | 750 | | | — | |
Diamondback Acquisition, Inc. (dba Sphera) | | First lien senior secured delayed draw term loan | | 20,351 | | | 20,351 | |
Diligent Corporation | | First lien senior secured delayed draw term loan | | — | | | 3,583 | |
Owl Rock Technology Finance Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | | | | | | | | | | |
Portfolio Company | | Investment | | June 30, 2022 | | December 31, 2021 |
Diligent Corporation | | First lien senior secured revolving loan | | 762 | | | 1,523 | |
Dodge Data & Analytics LLC | | First lien senior secured revolving loan | | — | | | 2,885 | |
EET Buyer, Inc. (dba e-Emphasys) | | First lien senior secured revolving loan | | 4,545 | | | 4,545 | |
Forescout Technologies, Inc. | | First lien senior secured loan | | 27,408 | | | — | |
Forescout Technologies, Inc. | | First lien senior secured delayed draw term loan | | 32,175 | | | — | |
Forescout Technologies, Inc. | | First lien senior secured revolving loan | | 3,333 | | | 8,333 | |
Gainsight, Inc. | | First lien senior secured revolving loan | | 5,250 | | | 5,250 | |
Gerson Lehrman Group, Inc. | | First lien senior secured revolving loan | | 3,647 | | | 3,647 | |
GI Ranger Intermediate, LLC (dba Rectangle Health) | | First lien senior secured delayed draw term loan | | — | | | 3,686 | |
GI Ranger Intermediate, LLC (dba Rectangle Health) | | First lien senior secured revolving loan | | 1,990 | | | 2,211 | |
GovBrands Intermediate, Inc. | | First lien senior secured delayed draw term loan | | 6,703 | | | 6,703 | |
GovBrands Intermediate, Inc. | | First lien senior secured revolving loan | | 6,788 | | | 6,788 | |
Granicus, Inc. | | First lien senior secured delayed draw term loan | | 2,218 | | | 2,218 | |
Granicus, Inc. | | First lien senior secured revolving loan | | 2,615 | | | 2,615 | |
GS Acquisitionco, Inc. (dba insightsoftware) | | First lien senior secured revolving loan | | 2,508 | | | 1,755 | |
H&F Opportunities LUX III S.À R.L (dba Checkmarx) | | First lien senior secured revolving loan | | 25,000 | | | 25,000 | |
Inovalon Holdings, Inc. | | First lien senior secured delayed draw term loan | | 13,834 | | | 13,834 | |
Integrity Marketing Acquisition, LLC | | First lien senior secured revolving loan | | 3,736 | | | 3,736 | |
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) | | First lien senior secured revolving loan | | 2,142 | | | 2,142 | |
Interoperability Bidco, Inc. (dba Lyniate) | | First lien senior secured revolving loan | | 3,913 | | | 5,000 | |
Kaseya Inc. | | First lien senior secured delayed draw term loan | | 945 | | | — | |
Kaseya Inc. | | First lien senior secured revolving loan | | 945 | | | — | |
Kaseya Inc. | | First lien senior secured delayed draw term loan | | — | | | 2,030 | |
Kaseya Inc. | | First lien senior secured revolving loan | | — | | | 2,450 | |
Litera Bidco LLC | | First lien senior secured delayed draw term loan | | — | | | 7,443 | |
Litera Bidco LLC | | First lien senior secured revolving loan | | 8,250 | | | 8,250 | |
MINDBODY, Inc. | | First lien senior secured revolving loan | | 7,143 | | | 7,143 | |
Owl Rock Technology Finance Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | | | | | | | | | | |
Portfolio Company | | Investment | | June 30, 2022 | | December 31, 2021 |
Ministry Brands Holdings, LLC | | First lien senior secured delayed draw term loan | | 2,458 | | | 2,458 | |
Ministry Brands Holdings, LLC | | First lien senior secured revolving loan | | 737 | | | 737 | |
NMI Acquisitionco, Inc. (dba Network Merchants) | | First lien senior secured delayed draw term loan | | 2,749 | | | 2,749 | |
NMI Acquisitionco, Inc. (dba Network Merchants) | | First lien senior secured revolving loan | | 1,115 | | | 1,115 | |
Pluralsight, LLC | | First lien senior secured revolving loan | | 10,000 | | | 10,000 | |
Project Power Buyer, LLC (dba PEC-Veriforce) | | First lien senior secured revolving loan | | 3,750 | | | 3,750 | |
QAD, Inc. | | First lien senior secured revolving loan | | 11,429 | | | 11,429 | |
Reef Global Acquisition LLC (fka Cheese Acquisition, LLC) | | First lien senior secured revolving loan | | 1,753 | | | 1,494 | |
Relativity ODA LLC | | First lien senior secured revolving loan | | 11,250 | | | 11,250 | |
RL Datix Holdings (USA), Inc. | | First lien senior secured delayed draw term loan | | 4,600 | | | — | |
RL Datix Holdings (USA), Inc. | | First lien senior secured revolving loan | | 2,000 | | | — | |
RL Datix Holdings (USA), Inc. | | Second lien senior secured loan | | 2,333 | | | — | |
Rubrik, Inc. | | First lien senior secured delayed draw term loan | | 718 | | | — | |
Securonix, Inc. | | First lien senior secured revolving loan | | 3,559 | | | — | |
SimpliSafe Holding Corporation | | First lien senior secured delayed draw term loan | | 103 | | | — | |
Smarsh Inc. | | First lien senior secured delayed draw term loan | | 11,048 | | | — | |
Smarsh Inc. | | First lien senior secured revolving loan | | 2,762 | | | — | |
Tahoe Finco, LLC | | First lien senior secured revolving loan | | 12,907 | | | 12,907 | |
Tamarack Intermediate, L.L.C. (dba Verisk 3E) | | First lien senior secured revolving loan | | 1,682 | | | — | |
Thunder Purchaser, Inc. (dba Vector Solutions) | | First lien senior secured delayed draw term loan | | 22,500 | | | 22,500 | |
Thunder Purchaser, Inc. (dba Vector Solutions) | | First lien senior secured revolving loan | | 5,175 | | | 7,875 | |
Velocity HoldCo III Inc. (dba VelocityEHS) | | First lien senior secured revolving loan | | 2,500 | | | 2,500 | |
When I Work, Inc. | | First lien senior secured revolving loan | | 5,605 | | | 5,605 | |
Total Unfunded Portfolio Company Commitments | | | | $ | 439,635 | | | $ | 390,771 | |
| | | | | | |
The Company maintains sufficient borrowing capacity to cover outstanding unfunded portfolio company commitments that the Company may be required to fund.
Owl Rock Technology Finance Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
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 June 30, 2022, 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 $1,500 to Owl Rock Technology Advisors LLC, which subsequently became the Company’s Adviser on August 10, 2018.
Prior to August 1, 2021, the Company entered into subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of the Company’s common shares. Under the terms of the Subscription Agreements, investors were required to fund drawdowns to purchase the Company’s common shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivered a capital call notice to its investors. As of November 5, 2021, all Capital Commitments had been drawn down.
During the six months ended June 30, 2022, the Company did not deliver capital call notices to investors.
During the six months ended June 30, 2021, the Company delivered the following capital call notices to investors:
| | | | | | | | | | | | | | | | | | | | |
Capital Drawdown Notice Date | | Common Share Issuance Date | | Number of Common Shares Issued | | Aggregate Offering Price ($ in millions) |
June 14, 2021 | | June 25, 2021 | | 25,571,599 | | | $ | 425.0 | |
March 3, 2021 | | March 16, 2021 | | 16,055,970 | | | 250.0 | |
Total | | | | 41,627,569 | | | $ | 675.0 | |
Distributions
The following table reflects the distributions declared on shares of the Company’s common stock during the six months ended June 30, 2022:
| | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 |
Date Declared | | Record Date | | Payment Date | | Distribution per Share |
May 3, 2022(1) | | June 30, 2022 | | August 15, 2022 | | $ | 0.23 | |
February 23, 2022 | | March 31, 2022 | | May 13, 2022 | | $ | 0.24 | |
| | | | | | |
| | | | | | |
________________
(1)Expected to be paid from sources other than ordinary income, including undistributed long-term capital gains.
The following table reflects the distributions declared on shares of the Company’s common stock during the six months ended June 30, 2021:
| | | | | | | | | | | | | | | | | | | | |
| | June 30, 2021 |
Date Declared | | Record Date | | Payment Date | | Distribution per Share |
May 5, 2021 | | June 30, 2021 | | August 13, 2021 | | $ | 0.24 | |
February 23, 2021 | | March 31, 2021 | | May 14, 2021 | | $ | 0.24 | |
| | | | | | |
| | | | | | |
Owl Rock Technology Finance Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
Dividend Reinvestment
With respect to distributions, the Company has adopted an “opt out” dividend reinvestment plan for common shareholders. As a result, in the event of a declared distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of the Company’s common stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the six months ended June 30, 2022:
| | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 |
Date Declared | | Record Date | | Payment Date | | Shares |
February 23, 2022 | | March 31, 2022 | | May 13, 2022 | | 710,724 | |
November 2, 2021 | | December 31, 2021 | | January 31, 2022 | | 456,805 | |
| | | | | | |
| | | | | | |
The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the six months ended June 30, 2021:
| | | | | | | | | | | | | | | | | | | | |
| | June 30, 2021 |
Date Declared | | Record Date | | Payment Date | | Shares |
February 23, 2021 | | March 31, 2021 | | May 14, 2021 | | 481,892 | |
November 3, 2020 | | December 31, 2020 | | January 29, 2021 | | 374,233 | |
| | | | | | |
| | | | | | |
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 six months ended June 30, 2022 and June 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | | |
($ in thousands, except per share amounts) | 2022 | | 2021 | | 2022 | | 2021 | | |
Increase (decrease) in net assets resulting from operations | $ | (143,653) | | | $ | 144,760 | | | $ | (178,940) | | | $ | 213,030 | | | |
Weighted average shares of common stock outstanding—basic and diluted | 200,939,078 | | | 118,956,651 | | | 200,673,073 | | | 111,369,687 | | | |
Earnings (loss) per common share-basic and diluted | $ | (0.71) | | | $ | 1.22 | | | $ | (0.89) | | | $ | 1.91 | | | |
Note 10. Income Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code, and the Company intends to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, the Company must, among other things, distribute to its shareholders in each taxable year generally 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 its tax treatment as a RIC, the Company, among other things, intends to make the requisite distributions to our shareholders, which generally relieves the Company from corporate-level U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, the Company can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year
Owl Rock Technology Finance Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, the Company will accrue excise tax on estimated excess taxable income.
For the three months ended June 30, 2022 and 2021, the Company accrued U.S. federal excise tax of $3.3 million and $2.8 million, respectively. For the six months ended June 30, 2022 and 2021, the Company accrued U.S. federal excise tax of $5.4 million and $3.3 million, respectively.
Note 11. Financial Highlights
The following are the financial highlights for a common share outstanding during the six months ended June 30, 2022 and 2021:
| | | | | | | | | | | | | |
| For the Six Months Ended June 30, | | |
($ in thousands, except share and per share amounts) | 2022 | | 2021 | | |
Per share data: | | | | | |
Net asset value, beginning of period | $ | 17.65 | | | $ | 14.88 | | | |
Net investment income (loss)(1) | 0.66 | | | 0.62 | | | |
Net realized and unrealized gain (loss) | (1.55) | | | 1.31 | | | |
Total from operations | (0.89) | | | 1.93 | | | |
Distributions declared from net investment income(2) | (0.47) | | | (0.48) | | | |
Total increase (decrease) in net assets | (1.36) | | | 1.45 | | | |
Net asset value, end of period | $ | 16.29 | | | $ | 16.33 | | | |
Shares outstanding, end of period | 201,267,104 | | | 143,069,918 | | | |
Total Return(3) | (5.1) | % | | 13.0 | % | | |
Ratios / Supplemental Data | | | | | |
Ratio of total expenses to average net assets(4) | 4.8 | % | | 11.7 | % | | |
Ratio of net investment income to average net assets(4) | 7.8 | % | | 8.4 | % | | |
Net assets, end of period | $ | 3,278,811 | | | $ | 2,335,812 | | | |
Weighted-average shares outstanding | 200,673,073 | | | 111,369,687 | | | |
Total capital commitments, end of period | $ | 3,134,815 | | | $ | 3,134,982 | | | |
Ratio of total contributed capital to total committed capital, end of period | 100.0 | % | | 67.2 | % | | |
Portfolio turnover rate | 6.1 | % | | 18.6 | % | | |
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 12. Subsequent Events
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date of issuance. There are no subsequent events to disclose except for the following:
On August 2, 2022, the Board declared a distribution of 90% of estimated third quarter investment company taxable income, if any, and, to the extent that such investment company taxable income is less than 6% of the Company's weighted average capital called since inception, an additional amount of net capital gains for shareholders of record on September 30, 2022, payable on or before November 15, 2022.
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, 2021 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 in senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. Our investment objective is to maximize total return by generating current income from our debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments.
We are managed by Owl Rock Technology Advisors LLC (“the Adviser” or “our Adviser”). The Adviser is registered with the U.S. Securities and Exchange Commission (the "SEC") as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), an indirect subsidiary of Blue Owl Capital Inc. ("Blue Owl") (NYSE: OWL) and part of Owl Rock, a division of Blue Owl focused on direct lending. Subject to the overall supervision of our board of directors (the “Board”), the Adviser manages our day-to-day operations, and provides investment advisory and management services to us. The Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees. The Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring our portfolio companies on an ongoing basis through a team of investment professionals.
Through August 1, 2021, we conducted 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 made a capital commitment (a “Capital Commitment”) to purchase shares of our common stock pursuant to a subscription agreement entered into with us. Until the earlier of the listing of our common shares on a national securities exchange (an "Exchange Listing") and the end of the Commitment Period (as defined below), investors were required to fund drawdowns to purchase shares of our common stock up to the amount of their respective Capital Commitment on an as-needed basis each time we delivered a drawdown notice to our investors. The initial closing of the Private Offering occurred on August 10, 2018 (the “Initial Closing”). As of June 30, 2022, we had $3.1 billion in total Capital Commitments from investors, of which $80.9 million is from entities affiliated with or related to our Adviser. The “Commitment Period” will continue until the earlier of the (i) five year anniversary of the Final Closing and (ii) the seven year anniversary of the Initial Closing. If we have not consummated an Exchange Listing by the end of the Commitment Period, subject to extension for two additional one-year periods, in the sole discretion of the Board, the Board (subject to any necessary shareholder approvals and applicable requirements of the Investment Company Act of 1940 (the “1940 Act”)) will use its commercially reasonable efforts to wind down and/or liquidate and dissolve the Company in an orderly manner.
Blue Owl consists of three divisions: (1) Owl Rock, which focuses on direct lending, (2) Dyal, which focuses on providing capital to institutional alternative asset managers and (3) Oak Street, which focuses on real estate strategies. Owl Rock is comprised of the Adviser, Owl Rock Capital Advisors LLC (“ORCA”), Owl Rock Diversified Advisors LLC (“ORDA”), Owl Rock Technology Advisors II LLC ("ORTA II") and Owl Rock Capital Private Fund Advisors LLC (“ORPFA”) and together with the Adviser, ORCA, ORTA II and ORDA, the "Owl Rock Advisers". As of June 30, 2022, the Adviser and its affiliates had $56.8 billion of assets under management across the Owl Rock division of Blue Owl. The Owl Rock Advisers are investment advisers.
The management of our investment portfolio is the responsibility of the Adviser and the Investment Committee. We consider these individuals to be our portfolio managers. The Investment Team is led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer and is supported by certain members of the Adviser's senior executive team and the Investment Committee. The Investment Team, under the Investment Committee's supervision, sources investment opportunities, conducts research, performs due diligence on potential investments, structures our investments and will
monitor our portfolio companies on an ongoing basis. The Investment Committee is comprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, Alexis Maged, Erik Bissonnette, Pravin Vazirani and Jon ten Oever. The Investment Committee meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by the Adviser on our behalf. In addition, the Investment Committee reviews and determines whether to make prospective investments (including approving parameters or guidelines pursuant to which investments in broadly syndicated loans may be bought and sold), structures financings and monitors the performance of the investment portfolio. Each investment opportunity requires the approval of a majority of the Investment Committee. Follow-on investments in existing portfolio companies may require the Investment Committee's approval beyond that obtained when the initial investment in the portfolio company was made. In addition, temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less, may require approval by the Investment Committee. The compensation packages of certain Investment Committee members from the Adviser include various combinations of discretionary bonuses and variable incentive compensation based primarily on performance for services provided and may include shares of Blue Owl.
We may be prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. We rely on an order for exemptive relief (the "Order"), that has been granted by the SEC to ORCA and certain of its affiliates, to permit us to co-invest with other funds managed by the Adviser or certain of its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching by us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing, and (4) the proposed investment by us would not benefit our Advisers or its affiliates or any affiliates person of any of them (other than the parties to the transaction, except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.
In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs through December 31, 2020 (the “Temporary Relief), we were permitted, subject to the satisfaction of certain conditions, to co-invest in reliance on the Order in our existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such co-investments with us unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with us completed in reliance on the Order. Although the Temporary Relief expired on December 31, 2020, the SEC's Division of Investment Management had indicated that until March 31, 2022, it would not recommend enforcement action, to the extent that any BDC with an existing co-investment order continues to engage in certain transactions described in the Temporary Relief, pursuant to the same terms and conditions described therein. The Temporary Relief is no longer effective; however, we have filed an application to amend its existing Order to permit us to continue to co-invest in our existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company. There can be no assurance if and when we will receive the amended exemptive order.
The Owl Rock Advisers’ investment allocation policy seeks to ensure equitable allocation of investment opportunities between us and/or other funds managed by our Adviser or its affiliates. As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of the Owl Rock Clients and/or other funds managed by the Adviser or its affiliates that could avail themselves of the Order and that have an investment objective similar to ours.
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 have elected to be treated as a regulated investment company (“RIC”) for tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). As a result, we are required to comply with various statutory and regulatory requirements, such as:
•the requirement to invest at least 70% of our assets in “qualifying assets”, as such term is defined in the 1940 Act;
•source of income limitations;
•asset diversification requirements; and
•the requirement to distribute (or be treated as distributing) in each taxable year 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” businesses (as defined below).
COVID-19 and Economic Developments
In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization. We have and continue to assess the impact of COVID-19 on our portfolio companies and our operations. We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide, the effectiveness of governmental responses designed to mitigate strain to businesses and the economy and the magnitude of the economic impact of the outbreak. The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused, and may in the future cause, business shutdowns, cancellations of events and travel. In addition, while economic activity has improved from the beginning of the COVID-19 pandemic, we continue to observe supply chain interruptions, labor difficulties, commodity inflation, rising interest rates, economic sanctions as a result of the ongoing conflict between Russia and Ukraine and elements of geopolitical, economic and financial market instability both globally and in the United States. In the event that the U.S. economy enters into a protracted recession, it is possible that the results of some of the middle-market companies similar to those in which we invest could experience deterioration. While we are not seeing signs of an overall, broad deterioration in our portfolio company results at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.
The Adviser has implemented a policy that encourages a return to in-office work but allows for flexibility to work from home based on current conditions and we have built out our portfolio management team to include workout experts and continue to closely monitor our portfolio companies; however, we are unable to predict the duration of any business and supply-chain disruptions or labor difficulties, the extent to which COVID-19 or economic conditions will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition.
Our Investment Framework
We are a Maryland corporation organized primarily to originate and make debt and equity investments in technology-related companies based primarily in the United States. We originate and invest in senior secured or unsecured loans, subordinated loans or mezzanine loans, broadly syndicated loans and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. Our investment objective is to maximize total return by generating current income from debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments, including publicly traded debt instruments. We may hold our investments directly or through special purpose vehicles. We generally intend to invest in companies with a low loan-to-value ratio, which we consider to be 50% or below. Since our Adviser’s affiliates began investment activities in April 2016 through June 30, 2022, our Adviser or its affiliates have originated $63.7 billion aggregate principal amount of investments across multiple industries, of which $60.1 billion of aggregate principal amount of investments prior to any subsequent exits or repayments, was retained by either us or a corporation or fund advised by our Adviser or its affiliates.
We invest in a broad range of established and high growth technology companies that are capitalizing on the large and growing demand for technology products and services. These companies use technology extensively to improve business processes, applications and opportunities or seek to grow through technological developments and innovations.
These companies operate in technology-related industries or sectors which include, but are not limited to, application software, systems software, healthcare information technology, technology services and infrastructure, financial technology and internet and digital media. Within each industry or sector, we intend to invest in companies that are developing or offering goods and services to businesses and consumers which utilize scientific knowledge, including techniques, skills, methods, devices and processes, to solve problems. We refer to all of these companies as “technology-related” companies and intend, under normal circumstances, to invest at least 80% of the value of our total assets in such businesses and to target portfolio companies that comprise 1-2% of our portfolio. Generally, no individual portfolio company is expected to comprise greater than 5% of our portfolio; however, from time to time certain of our investments may comprise greater than 5% of our portfolio.
We expect that generally our portfolio composition will be majority debt or income producing securities, which may include “covenant-lite” loans (as defined below), with a lesser allocation to equity or equity-linked opportunities, including publicly traded debt instruments. In addition, we may invest a portion of our portfolio in opportunistic investments and broadly syndicated loans, which will not be our primary focus, but will be intended to enhance returns to our shareholders and from time to time, we may evaluate and enter into strategic portfolio transactions which may result in additional portfolio companies which we are considered to control. These investments may include high-yield bonds and broadly-syndicated loans, including publicly traded debt instruments, which are typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs and enterprise values larger than the middle-market characteristics described above. 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. We classify our debt investments as “traditional financing” or “growth capital” based on a number of factors.
Traditional financings are typically senior secured loans primarily in the form of first lien loans (including "unitranche" loans, which are loans that combine both senior and subordinated debt, generally in a first lien position) and second lien loans. In connection with our senior secured loans, we generally receive a security interest in certain of the assets of the borrower and consequently such assets serve as collateral in support of the repayment of such senior secured loans.
Growth capital investments are typically unsecured obligations of the borrower, and might be structured as unsecured indebtedness, convertible bonds, convertible equity, preferred equity, and common equity. We seek to limit the downside potential of our investments by negotiating covenants in connection with our investments consistent with preservation of our capital. Such restrictions may include affirmative covenants (including reporting requirements), negative covenants (including financial covenants), lien protection, change of control provisions and board rights, including either observation rights or rights to a seat on the board under some circumstances. Our equity investments are typically not control-oriented investments and we may structure such equity investments to include provisions protecting our rights as a minority-interest holder.
We target portfolio companies where we can structure larger transactions. As of June 30, 2022, our average investment size in each of our portfolio companies was approximately $57.7 million based on fair value. As of June 30, 2022, investments we classify as traditional financing, excluding certain investments that fall outside our typical borrower profile, represented 73.7% of our total portfolio based on fair value and these portfolio companies had weighted average annual revenue of $544 million, weighted average annual EBITDA of $121 million and weighted average enterprise value of $3.6 billion. As of June 30, 2022, investments we classify as growth capital represented 22.8% of our total portfolio based on fair value and these portfolio companies had a weighted average annual revenue of $195.0 million and a weighted average enterprise value of $8.1 billion.
The companies in which we invest use our capital primarily 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”.
A majority of our new investments are indexed to SOFR; however, we have material contracts that are indexed to USD-LIBOR and are monitoring this activity, evaluating the related risks and our exposure, and adding alternative language to contracts, where necessary. Certain contracts have an orderly market transition already in process. However, it is not possible to predict the effect of any of these developments, and any future initiatives to regulate, reform or change the manner of administration of LIBOR could result in adverse consequences to the rate of interest payable and receivable on, market value of and market liquidity for LIBOR-based financial instruments.
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.
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 June 30, 2022, 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”), the Secured Overnight Financing Rate (“SOFR") and any other alternative reference rates may affect our net investment income over the long term. However, because we generally intend to originate loans to a small number of portfolio companies each quarter, and those investments may vary in size, our results in any given period, including the interest rate on investments that may be sold or repaid in a period compared to the interest rate of new investments made during that period, may be idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macro trends.
Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts under U.S. generally accepted accounting principles (“U.S. GAAP”) as interest income using the effective yield method for term instruments and the straight-line method for revolving or delayed draw instruments. Repayments of our debt investments can reduce interest income from period to period. The frequency or volume of these repayments may fluctuate significantly. We record prepayment premiums on loans as interest income. We may also generate revenue in the form of commitment, loan origination, structuring, or due diligence fees, fees for providing managerial assistance to our portfolio companies and possibly consulting fees. Certain of these fees may be capitalized and amortized as additional interest income over the life of the related loan.
Dividend income on equity investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded companies.
Our portfolio activity will also reflect the proceeds from sales of investments. We will recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized gains (losses) on investments in the Consolidated Statements of Operations.
Expenses
Our primary operating expenses include the payment of the management fee, the incentive fee, expenses reimbursable under the Administration Agreement and Investment Advisory Agreement, legal and professional fees, interest and other debt expenses and other operating expenses. The management fee and incentive fee compensate our Adviser for work in identifying, evaluating, negotiating, closing, monitoring and realizing our investments.
Except as specifically provided below, we anticipate that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory and management services to us, and the base compensation, bonus and benefits, and 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 costs and expenses of our operations and transactions including, without limitation, those relating to:
•the cost of our organization and any offerings;
•the cost of calculating our net asset value, including the cost of any third-party valuation services;
•the cost of effecting any sales and repurchases of the common stock and other securities;
•fees and expenses payable under any dealer manager agreements, if any;
•debt service and other costs of borrowings or other financing arrangements;
•costs of hedging;
•expenses, including travel expense, incurred by the Adviser, or members of the investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights;
•escrow agent, transfer agent and custodial fees and expenses;
•fees and expenses associated with marketing efforts;
•federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;
•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. On August 7, 2018, we received shareholder approval that allowed us to reduce our asset coverage ratio from 200% to 150% effective as of August 8, 2018. As a result, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to the common stock if our asset coverage, as defined in the 1940 Act, would at least be equal to 150% immediately after each such issuance. This reduced asset coverage ratio permits us to double the amount of leverage we can incur. For example, under a 150% asset coverage ratio we may borrow $2 for investment purposes of every $1 of investor equity whereas under a 200% asset coverage ratio we may only borrow $1 for investment purposes for every $1 of investor equity. Our current target leverage ratio is 0.90x-1.25x.
In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase our leverage over time subject to the limits of the 1940 Act. In addition, we may dedicate assets to financing facilities.
Market Trends
We believe the technology investment lending environment provides opportunities for us to meet our goal of making investments that generate an attractive total return based on a combination of the following factors.
Limited Availability of Capital for Technology Companies. We believe that technology companies have limited access to capital, driven by a 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 451 Research’s M&A KnowledgeBase, there was approximately $2.6 trillion of mergers and acquisitions activity in the technology and software industries from 2015 through 2021. 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 $1.7 trillion as of January 2022, 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 2019 and is expected to grow to more than $4.3 trillion by 2023. 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. Lastly, we believe that in the current environment lenders with available capital may be able to take advantage of attractive investment opportunities as the economy reopens and may be able to achieve improved economic spreads and documentation terms.
Compelling Business Models. We believe that the products and services that technology companies provide often have high switching costs and are fundamental to the operations and success of their customers. We generally invest in dominant or growing players in niche markets that are selling products to established customer bases. As a result, technology companies have attributes that make them compelling investments, including strong customer retention rates, and highly recurring and predictable revenue. Further, technology companies are typically highly capital efficient, with limited capital expenditures and high free cash flow conversion. In addition, the replicable nature of technology products creates substantial operating leverage which typically results in strong profitability.
We believe that software businesses make compelling investments because they are inherently diversified into a variety of sectors due to end market applications and have been one of the more defensive sectors throughout economic cycles.
Attractive Opportunities in Investments in Technology Companies. We invest in the debt and equity of technology companies. We believe that opportunities in the debt of technology companies are significant because of the floating rate structure of most senior secured debt issuances and because of the strong defensive characteristics of these types of investments. 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 June 30, 2022, based on fair value, our portfolio consisted of 68.0% first lien senior secured debt investments (of which 78.6% we consider to be unitranche debt investments (including “last out” portions of such loans)), 9.0% second lien senior secured debt investments, 4.0% unsecured debt investments, 12.7% preferred equity investments and 6.3% common equity investments.
As of June 30, 2022 and December 31, 2021, our weighted average total yield of the portfolio at fair value and amortized cost was 7.6% and 7.5%, respectively, and our weighted average yield of debt and income producing securities at fair value and amortized cost was 8.8% and 8.8%, respectively.
As of June 30, 2022, we had investments in 104 portfolio companies with an aggregate fair value of $6.0 billion. As of June 30, 2022, we had net leverage of 0.84x debt-to-equity.
We expect the pace of our originations to vary with the pace of repayments. In periods with lower repayment volume, the pace of our originations is expected to slow. Currently, rapidly rising interest rates, reduced refinancing activity and market uncertainty has led to a decline in merger and acquisitions and other public market activity which in turn has led to decreased repayments and originations over the quarter. Although the pace of originations has slowed, we continue to focus on investing in industries we view as recession resistant and that we are familiar with, including service oriented sectors such as software, and the credit quality of our portfolio remains consistent. In addition, Owl Rock continues to have the opportunity to invest in large unitranche transactions in excess of $1 billion in size which gives us the ability to structure the terms and spreads of such deals.
We are continuing to monitor the effect that market volatility, including as a result of a rising interest rate environment may have on our portfolio companies and our investment activities. We believe that the rapid rise in interest rates will meaningfully benefit our net investment income in the third quarter as we begin to see the effect of interest rates exceeding our interest rate floors.
Our investment activity for the three months ended June 30, 2022 and 2021 is presented below (information presented herein is at par value unless otherwise indicated).
| | | | | | | | | | | |
| For the Three Months Ended June 30, |
($ in thousands) | 2022 | | 2021 |
New investment commitments | | | |
Gross originations | $ | 335,071 | | | $ | 1,474,059 | |
Less: Sell downs | (31,506) | | | (31,875) | |
Total new investment commitments | $ | 303,565 | | | $ | 1,442,184 | |
Principal amount of investments funded: | | | |
First-lien senior secured debt investments | $ | 111,864 | | | $ | 732,864 | |
Second-lien senior secured debt investments | 17,647 | | | 234,842 | |
Unsecured debt investments | 56,016 | | | — | |
Preferred equity investments | 7,500 | | | 293,059 | |
Common equity investments | 17,444 | | | 88,184 | |
Total principal amount of investments funded | $ | 210,471 | | | $ | 1,348,949 | |
Principal amount of investments sold or repaid: | | | |
First-lien senior secured debt investments | $ | (39,340) | | | $ | (114,941) | |
Second-lien senior secured debt investments | — | | | (32,940) | |
Unsecured debt investments | — | | | (150,000) | |
Preferred equity investments | (50,000) | | | — | |
Common equity investments | — | | | (50,000) | |
Total principal amount of investments sold or repaid | $ | (89,340) | | | $ | (347,881) | |
Number of new investment commitments in new portfolio companies(1) | 10 | | | 16 | |
Average new investment commitment amount | $ | 22,159 | | | $ | 91,035 | |
Weighted average term for new debt investment commitments (in years) | 6.3 | | | 6.0 | |
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)(3) | 8.8 | % | | 7.9 | % |
Weighted average spread over applicable base rate of new floating rate debt investment commitments | 6.7 | % | | 6.9 | % |
________________
(1)Number of new investment commitments represents commitments to a particular portfolio company.
(2)For the three months ended June 30, 2021, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month LIBOR, which was 0.15% as of June 30, 2021.
(3)For the three months ended June 30, 2022, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 2.12% as of June 30, 2022.
As of June 30, 2022 and 2021, our investments consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 | |
($ in thousands) | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value | |
First-lien senior secured debt investments | $ | 4,110,018 | | | $ | 4,078,364 | | (1) | $ | 4,026,044 | | | $ | 4,043,287 | | (1) |
Second-lien senior secured debt investments | 561,139 | | | 537,309 | | | 543,038 | | | 546,737 | | |
Unsecured debt investments | 265,885 | | | 239,028 | | | 200,253 | | | 199,144 | | |
Preferred equity investments | 765,932 | | | 764,588 | | | 716,554 | | | 801,732 | | |
Common equity investments | 445,770 | | | 380,657 | | | 425,463 | | | 547,958 | | |
Total Investments | $ | 6,148,744 | | | $ | 5,999,946 | | | $ | 5,911,352 | | | $ | 6,138,858 | | |
________________
(1)78.6% and 73.0% of which we consider unitranche loans as of June 30, 2022 and December 31, 2021, respectively.
We use GICS for classifying the industry groupings of our portfolio companies. The industry composition based on fair value as of June 30, 2022 and December 31, 2021 was as follows:
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
Aerospace & Defense | 1.9 | % | | 1.8 | % |
Application Software | 15.8 | | | 13.4 | |
Banks | 2.3 | | | 2.3 | |
Building Products | 0.7 | | | 0.7 | |
Capital Markets | 0.3 | | | 0.7 | |
Commercial Services & Supplies | 1.5 | | | 1.4 | |
Construction & Engineering | — | | | 0.9 | |
Consumer Finance | 0.6 | | | 0.9 | |
Diversified Consumer Services | 8.6 | | | 8.7 | |
Diversified Financial Services | 5.2 | | | 5.4 | |
Energy Equipment & Services | 2.1 | | | 2.0 | |
Health Care Technology | 12.8 | | | 11.9 | |
Hotels, Restaurants & Leisure | 2.1 | | | 3.3 | |
Household Durables | 1.1 | | | 1.1 | |
Industrial Conglomerates | 1.4 | | | 1.4 | |
Insurance | 1.1 | | | 1.1 | |
Internet & Direct Marketing Retail | 4.1 | | | 4.5 | |
IT Services | 7.6 | | | 7.8 | |
Life Sciences Tools & Services | 0.3 | | | 0.3 | |
Professional Services | 7.1 | | | 7.9 | |
Real Estate Management & Development | 1.6 | | | 1.6 | |
Road & Rail | 0.2 | | | 0.2 | |
Systems Software | 19.8 | | | 18.9 | |
Thrifts & Mortgage Finance | 1.8 | | | 1.8 | |
Total | 100.0 | % | | 100.0 | % |
We classify the industries of our portfolio companies by end-market (such as health care technology) and not by the product or services (such as software) directed to those end-markets.
The table below describes investments by geographic composition based on fair value as of June 30, 2022 and December 31, 2021:
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
United States: | | | |
Midwest | 16.8 | % | | 15.3 | % |
Northeast | 15.6 | | | 17.0 | |
South | 22.8 | | | 22.5 | |
West | 28.3 | | | 28.4 | |
Brazil | 0.5 | | | 0.7 | |
Canada | 3.8 | | | 3.7 | |
Estonia | 0.2 | | | 0.2 | |
Guernsey | 3.2 | | | 3.2 | |
Israel | 2.5 | | | 2.4 | |
Netherlands | 4.7 | | | 4.7 | |
United Kingdom | 1.6 | | | 1.9 | |
Total | 100.0 | % | | 100.0 | % |
The weighted average yields and interest rates of our investments at fair value as of June 30, 2022 and December 31, 2021 were as follows:
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
Weighted average total yield of portfolio | 7.6 | % | | 6.6 | % |
Weighted average total yield of debt and income producing securities | 8.8 | % | | 8.0 | % |
Weighted average interest rate of debt securities | 8.3 | % | | 7.6 | % |
Weighted average spread over base rate of all floating rate investments | 6.7 | % | | 6.7 | % |
The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount and loan origination fees, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.
Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
•assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
•periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
•comparisons to other companies in the portfolio company’s industry; and
•review of monthly or quarterly financial statements and financial projections for portfolio companies.
As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors.
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 June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
Investment Rating | | Investments at Fair Value | | Percentage of Total Portfolio | | Investments at Fair Value | | Percentage of Total Portfolio |
($ in thousands) | | | | | | | | |
1 | | $ | 677,272 | | | 11.3 | % | | $ | 666,384 | | | 10.9 | % |
2 | | 5,182,950 | | | 86.3 | | | 5,440,470 | | | 88.6 | |
3 | | 111,139 | | | 1.9 | | | 32,004 | | | 0.5 | |
4 | | 28,585 | | | 0.5 | | | — | | | — | |
5 | | — | | | — | | | — | | | — | |
Total | | $ | 5,999,946 | | | 100.0 | % | | $ | 6,138,858 | | | 100.0 | % |
The following table shows the amortized cost of our performing and non-accrual debt investments as of June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
($ in thousands) | Amortized Cost | | Percentage | | Amortized Cost | | Percentage |
Performing | $ | 4,937,042 | | | 100.0 | % | | $ | 4,769,335 | | | 100.0 | % |
Non-accrual | — | | | — | | | — | | | — | |
Total | $ | 4,937,042 | | | 100.0 | % | | $ | 4,769,335 | | | 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 six months ended June 30, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | | |
($ in millions) | 2022 | | 2021 | | 2022 | | 2021 | | |
Total Investment Income | $ | 107.5 | | | $ | 98.9 | | | $ | 215.0 | | | $ | 165.4 | | | |
Less: Expenses | 36.6 | | | 52.3 | | | 76.7 | | | 92.9 | | | |
Net Investment Income (Loss) Before Taxes | $ | 70.9 | | | $ | 46.6 | | | $ | 138.3 | | | $ | 72.5 | | | |
Less: Income taxes, including excise taxes | 3.4 | | | 2.8 | | | 5.5 | | | 3.3 | | | |
Net Investment Income (Loss) After Taxes | $ | 67.5 | | | $ | 43.8 | | | $ | 132.8 | | | $ | 69.2 | | | |
Net change in unrealized gain (loss) | (248.0) | | | 51.1 | | | (352.8) | | | 92.9 | | | |
Net realized gain (loss) | 36.8 | | | 49.9 | | | 41.1 | | | 50.9 | | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | (143.7) | | | $ | 144.8 | | | $ | (178.9) | | | $ | 213.0 | | | |
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.
Investment Income
Investment income for the three and six months ended June 30, 2022 and 2021 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | | |
($ in millions) | 2022 | | 2021 | | 2022 | | 2021 | | |
Interest income from investments | $ | 77.8 | | | $ | 87.4 | | | $ | 159.1 | | | $ | 145.5 | | | |
PIK interest income | 21.3 | | | 8.4 | | | 38.5 | | | 16.0 | | | |
Dividend income | 7.3 | | | 2.4 | | | 15.4 | | | 2.7 | | | |
Other income | 1.1 | | | 0.7 | | | 2.0 | | | 1.2 | | | |
Total investment income | $ | 107.5 | | | $ | 98.9 | | | $ | 215.0 | | | $ | 165.4 | | | |
We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights.
For the Three Months ended June 30, 2022 and 2021
Investment income increased to $107.5 million for the three months ended June 30, 2022 from $98.9 million for the three months ended June 30, 2021 primarily due to an increase in interest income as a result of an increase in our debt investment portfolio which, at par, increased from $3.6 billion as of June 30, 2021, to $5.0 billion as of June 30, 2022. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns. Income generated from these fees decreased from $28.4 million to $1.1 million for the three months ended June 30, 2021 and 2022, respectively. For the three months ended June 30, 2021 and 2022, there were one-time prepayment fees of approximately $26.4 million and $0.5 million, respectively. PIK interest income increased from approximately 8.5% of investment income for the three months ended June 30, 2021, to approximately 19.8% of investment income for the three months ended June 30, 2022 primarily as a result of adding new investments with contractual payment-in-kind interest to our portfolio. Dividend income increased period-over-period due to an increase in our portfolio of dividend income-producing investments. Other income increased period-over-period due to an increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally
paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments. Based on current market conditions, we expect repayments, and in turn, originations, to remain modest.
For the six months ended June 30, 2022 and 2021
Investment income increased to $215.0 million for the six months ended June 30, 2022 from $165.4 million for the six months ended June 30, 2021 primarily due to an increase in interest income as a result of an increase in our investment portfolio which, at par, increased from $3.6 billion as of June 30, 2021, to $5.0 billion as of June 30, 2022. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns. Income generated from these fees decreased from $38.1 million to $5.7 million for the six months ended June 30, 2021 and 2022, respectively. For the six months ended June 30, 2021 and 2022, there were one-time prepayment fees of approximately $30.8 million and $2.6 million, respectively. PIK interest income increased from approximately 9.7% of investment income for the six months ended June 30, 2021, to approximately 17.9% of investment income for the six months ended June 30, 2022 primarily as a result of adding new investments with contractual payment-in-kind interest to our portfolio. Dividend income increased period-over-period due to an increase in our portfolio of dividend income-producing investments. Other income increased period-over-period due to an increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments. Based on current market conditions, we expect repayments, and in turn, originations, to remain modest.
Expenses
Expenses for the three and six months ended June 30, 2022 and 2021 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | | |
($ in millions) | 2022 | | 2021 | | 2022 | | 2021 | | |
Interest expense | $ | 28.7 | | | $ | 22.3 | | | $ | 55.8 | | | $ | 42.3 | | | |
Management fees | 13.9 | | | 10.7 | | | 27.9 | | | 21.3 | | | |
Incentive fees | (9.4) | | | 16.1 | | | (13.3) | | | 23.7 | | | |
Professional fees | 2.0 | | | 1.8 | | | 3.6 | | | 3.4 | | | |
Directors' fees | 0.3 | | | 0.3 | | | 0.5 | | | 0.5 | | | |
Other general and administrative | 1.1 | | | 1.1 | | | 2.2 | | | 1.8 | | | |
Total operating expenses | $ | 36.6 | | | $ | 52.3 | | | $ | 76.7 | | | $ | 93.0 | | | |
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 June 30, 2022 and 2021
Total expenses decreased to $36.6 million for the three months ended June 30, 2022 from $52.3 million for the three months ended June 30, 2021 primarily due to a decrease in incentive fees, partially offset by increases in management fees and interest expense. The increase in interest expense was driven by an increase in average daily borrowings to $2.7 billion from $2.2 billion period over period, as well as an increase in the average interest rate to 4.0% from 3.7% period over period. The increase in management fees was driven by growth in the portfolio. The decrease in incentive fees was primarily driven by unrealized losses in the portfolio during the three months ended June 30, 2022. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period over period.
For the six months ended June 30, 2022 and 2021
Total expenses decreased to $76.7 million for the six months ended June 30, 2022 from $93.0 million for the six months ended June 30, 2021 primarily due to a decrease in incentive fees, partially offset by increases in management fees and interest expense. The increase in interest expense was driven by an increase in average daily borrowings to $2.7 billion from $1.9 billion period over period, partially offset by a decrease in the average interest rate to 3.9% from 4.0% period over period. The increase in management fees was driven by growth in the portfolio. The decrease in incentive fees was
primarily driven by unrealized losses in the portfolio during the six months ended June 30, 2022. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period over period.
Income Taxes, Including Excise Taxes
We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to 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.
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 months ended June 30, 2022 and 2021, we accrued U.S. federal excise tax of $3.3 million and $2.8 million, respectively. For the six months ended June 30, 2022 and 2021, we accrued U.S. federal excise tax of $5.4 million and $3.3 million, respectively.
Net Change in Unrealized Gains (Losses)
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and six months ended June 30, 2022 and 2021, net change in unrealized gains (losses) was comprised of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
($ in millions) | | 2022 | | 2021 | | 2022 | | 2021 |
Net change in unrealized gain (loss) on investments | | $ | (247.7) | | | $ | 51.1 | | | $ | (352.5) | | | $ | 93.9 | |
Net change in unrealized gain (loss) on translation of assets and liabilities in foreign currencies | | (0.3) | | | — | | | (0.3) | | | (1.0) | |
Net change in unrealized gain (loss) | | $ | (248.0) | | | $ | 51.1 | | | $ | (352.8) | | | $ | 92.9 | |
For the Three Months ended June 30, 2022
For the three months ended June 30, 2022, the net unrealized loss was primarily driven by a decrease in the fair value of our investments as compared to March 31, 2022. The primary drivers of our portfolio’s unrealized losses were current market conditions, increased market volatility effecting our investments in publicly traded companies, and credit spreads widening across the broader market as compared to March 31, 2022.
The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended June 30, 2022 consisted of the following:
| | | | | | | | |
Portfolio Company | | Net Change in Unrealized Gain (Loss) |
($ in millions) | | |
UserZoom Technologies, Inc. | | $ | (38.3) | |
Toast, Inc. | | (33.7) | |
Revolut Ribbit Holdings, LLC | | (22.4) | |
Robinhood Markets, Inc. | | (12.8) | |
Kajabi Holdings, LLC | | (10.0) | |
Cornerstone OnDemand, Inc. | | (8.5) | |
SLA Eclipse Co-Invest, L.P. | | (6.8) | |
Remitly Global, Inc. | | (6.1) | |
Circle Internet Services, Inc. | | (5.9) | |
Peraton Corp. | | (5.4) | |
Remaining Companies | | (97.8) | |
Total | | $ | (247.7) | |
For the Six Months ended June 30, 2022
For the six months ended June 30, 2022, the net unrealized loss was primarily driven by a decrease in the fair value of our investments as compared to December 31, 2021. The primary drivers of our portfolio’s unrealized losses were current market conditions, increased market volatility effecting our investments in publicly traded companies, and credit spreads widening across the broader market as compared to December 31, 2021.
The ten largest contributors to the change in net unrealized gain (loss) on investments during the six months ended June 30, 2022 consisted of the following:
| | | | | | | | |
Portfolio Company | | Net Change in Unrealized Gain (Loss) |
($ in millions) | | |
Toast, Inc. | | $ | (77.6) | |
Remitly Global, Inc. | | (32.2) | |
Revolut Ribbit Holdings, LLC | | (24.0) | |
Robinhood Markets, Inc. | | (23.1) | |
Kajabi Holdings, LLC | | (14.8) | |
UserZoom Technologies, Inc. | | (14.4) | |
SLA Eclipse Co-Invest, L.P. | | (11.0) | |
Linked Store Cayman Ltd (dba Nuvemshop) | | (9.5) | |
Cornerstone OnDemand, Inc. | | (9.3) | |
Circle Internet Services, Inc. | | (6.2) | |
Remaining Companies | | (130.4) | |
Total | | $ | (352.5) | |
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 six months ended June 30, 2022 and 2021 were comprised of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | | |
($ in millions) | 2022 | | 2021 | | 2022 | | 2021 | | |
Net realized gain (loss) on investments | $ | 36.9 | | | $ | 49.9 | | | $ | 41.1 | | | $ | 50.0 | | | |
Net realized gain (loss) on foreign currency transactions | (0.1) | | | — | | | — | | | 1.0 | | | |
Net realized gain (loss) | $ | 36.8 | | | $ | 49.9 | | | $ | 41.1 | | | $ | 51.0 | | | |
Realized Gross Internal Rate of Return
Since we began investing in 2018 through June 30, 2022, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of over 13.0% (based on total capital invested of $1.7 billion and total proceeds from these exited investments of $2.0 billion). Seventy-two percent of these exited investments resulted in an aggregate cash flow realized gross internal rate of return (“IRR”) to us of 10% or greater.
IRR, is a measure of our discounted cash flows (inflows and outflows). Specifically, IRR is the discount rate at which the net present value of all cash flows is equal to zero. That is, IRR is the discount rate at which the present value of total capital invested in each of our investments is equal to the present value of all realized returns from that investment. Our IRR calculations are unaudited.
Capital invested, with respect to an investment, represents the aggregate cost basis allocable to the realized or unrealized portion of the investment, net of any upfront fees paid at closing for the term loan portion of the investment.
Realized returns, with respect to an investment, represents the total cash received with respect to each investment, including all amortization payments, interest, dividends, prepayment fees, upfront fees (except upfront fees paid at closing for the term loan portion of an investment), administrative fees, agent fees, amendment fees, accrued interest, and other fees and proceeds.
Gross IRR, with respect to an investment, is calculated based on the dates that we invested capital and dates we received distributions, regardless of when we made distributions to our shareholders. Initial investments are assumed to occur at time zero.
Gross IRR reflects historical results relating to our past performance and is not necessarily indicative of our future results. In addition, gross IRR does not reflect the effect of management fees, expenses, incentive fees or taxes borne, or to be borne, by us or our shareholders, and would be lower if it did.
Aggregate cash flow realized gross IRR on our exited investments reflects only invested and realized cash amounts as described above, and does not reflect any unrealized gains or losses in our portfolio.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are generated primarily from the proceeds of capital drawdowns of our privately placed Capital Commitments, cash flows from interest, dividends and fees earned from our investments and principal repayments, and our credit facilities. The primary uses of our cash are (i) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying or reimbursing our Adviser) and (iii) cash distributions to the holders of our shares.
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. 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 June 30, 2022 and December 31, 2021, our asset coverage ratio was 214% and 231%, 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 June 30, 2022, taken together with our available debt capacity of $477.5 million, is expected to be sufficient for our investing activities and to conduct our operations in the near term. Our long-term cash needs will include principal payments on outstanding indebtedness and funding of additional portfolio investments. Funding for long-term cash needs will come from unused net proceeds from financing activities. We believe that our liquidity and sources of capital are adequate to satisfy our short and long-term cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future. As of June 30, 2022, we had $477.5 million available under our credit facilities.
As of June 30, 2022, we had $115.8 million in cash. During the period ended June 30, 2022, we used $135.4 million in cash for operating activities, primarily as a result of funding portfolio investments of $562.1 million, partially offset by sales of portfolio investments of $434.8 million, and other operating activities of $8.0 million. Lastly, cash provided by financing activities was $144.1 million during the period, which was the result of proceeds from borrowings on our credit facilities, net of debt issuance costs, of $203.1 million, net of $59.0 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 $0.01 per share par value.
Prior to August 1, 2021, we entered into subscription agreements (the "Subscription Agreements") with investors providing for the private placement of our common shares. Under the terms of the Subscription Agreements, investors were required to fund drawdowns to purchase our common shares up to the amount of their respective Capital Commitment on an as-needed basis each time we delivered a drawdown notice to our investors. As of November 5, 2021, all Capital Commitments had been drawn.
During the six months ended June 30, 2022, we did not deliver capital call notices to investors.
During the six months ended June 30, 2021, we delivered the following capital call notices to investors:
| | | | | | | | | | | | | | | | | | | | |
Capital Drawdown Notice Date | | Common Share Issuance Date | | Number of Common Shares Issued | | Aggregate Offering Price ($ in millions) |
June 14, 2021 | | June 25, 2021 | | 25,571,599 | | | $ | 425.0 | |
March 3, 2021 | | March 16, 2021 | | 16,055,970 | | | 250.0 | |
Total | | | | 41,627,569 | | | $ | 675.0 | |
| | | | | | |
| | | | | | |
Distributions
The following table reflects the distributions declared on shares of our common stock during the six months ended June 30, 2022:
| | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 |
Date Declared | | Record Date | | Payment Date | | Distribution per Share |
May 3, 2022(1) | | June 30, 2022 | | August 15, 2022 | | $ | 0.23 | |
February 23, 2022 | | March 31, 2022 | | May 13, 2022 | | $ | 0.24 | |
| | | | | | |
| | | | | | |
________________
(1)Expected to be paid from sources other than ordinary income, including undistributed long-term capital gains.
The following table reflects the distributions declared on shares of our common stock during the six months ended June 30, 2021:
| | | | | | | | | | | | | | | | | | | | |
| | June 30, 2021 |
Date Declared | | Record Date | | Payment Date | | Distribution per Share |
May 5, 2021 | | June 30, 2021 | | August 13, 2021 | | $ | 0.24 | |
February 23, 2021 | | March 31, 2021 | | May 14, 2021 | | $ | 0.24 | |
| | | | | | |
| | | | | | |
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 six months ended June 30, 2022:
| | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 |
Date Declared | | Record Date | | Payment Date | | Shares |
February 23, 2022 | | March 31, 2022 | | May 13, 2022 | | 710,724 | |
November 2, 2021 | | December 31, 2021 | | January 31, 2022 | | 456,805 | |
| | | | | | |
| | | | | | |
The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the six months ended June 30, 2021:
| | | | | | | | | | | | | | | | | | | | |
| | June 30, 2021 |
Date Declared | | Record Date | | Payment Date | | Shares |
February 23, 2021 | | March 31, 2021 | | May 14, 2021 | | 481,892 | |
November 3, 2020 | | December 31, 2020 | | January 29, 2021 | | 374,233 | |
| | | | | | |
| | | | | | |
Debt
Aggregate Borrowings
Debt obligations consisted of the following as of June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2022 |
($ in thousands) | Aggregate Principal Committed | | Outstanding Principal | | Amount Available(1) | | Net Carrying Value(2) |
Revolving Credit Facility | $ | 1,040,000 | | | $ | 656,526 | | | $ | 383,474 | | | $ | 646,261 | |
SPV Asset Facility I | 450,000 | | | 290,000 | | | 17,149 | | | 285,949 | |
SPV Asset Facility II | 300,000 | | | 175,000 | | | 76,846 | | | 172,574 | |
June 2025 Notes | 210,000 | | | 210,000 | | | — | | | 206,520 | |
December 2025 Notes | 650,000 | | | 650,000 | | | — | | | 655,440 | |
June 2026 Notes | 375,000 | | | 375,000 | | | — | | | 369,236 | |
January 2027 Notes | 300,000 | | | 300,000 | | | — | | | 293,278 | |
CLO 2020-1 | 200,000 | | | 200,000 | | | — | | | 197,152 | |
Total Debt | $ | 3,525,000 | | | $ | 2,856,526 | | | $ | 477,469 | | | $ | 2,826,410 | |
________________
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The carrying value of our Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, June 2025 Notes, December 2025 Notes, June 2026 Notes, January 2027 Notes, and CLO 2020-1 is presented net of unamortized debt issuance costs of $10.3 million, $4.1 million, $2.4 million, $3.5 million, -$5.4 million, $5.8 million, $6.7 million and $2.8 million, respectively.
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
($ in thousands) | Aggregate Principal Committed | | Outstanding Principal | | Amount Available(1) | | Net Carrying Value(2) |
Revolving Credit Facility | $ | 1,040,000 | | | $ | 650,774 | | | $ | 389,226 | | | $ | 639,327 | |
SPV Asset Facility I | 450,000 | | | 290,000 | | | 4,376 | | | 285,705 | |
SPV Asset Facility II | 300,000 | | | — | | | 215,229 | | | (2,680) | |
June 2025 Notes | 210,000 | | | 210,000 | | | — | | | 206,003 | |
December 2025 Notes | 650,000 | | | 650,000 | | | — | | | 656,708 | |
June 2026 Notes | 375,000 | | | 375,000 | | | — | | | 368,572 | |
January 2027 Notes | 300,000 | | | 300,000 | | | — | | | 292,799 | |
CLO 2020-1 | 200,000 | | | 200,000 | | | — | | | 197,317 | |
Total Debt | $ | 3,525,000 | | | $ | 2,675,774 | | | $ | 608,831 | | | $ | 2,643,751 | |
________________
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The carrying value of our Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, June 2025 Notes, December 2025 Notes, June 2026 Notes, January 2027 Notes, and CLO 2020-1 is presented net of unamortized debt issuance costs of $11.4 million, $4.3 million, $2.7 million, $4.0 million, -$6.7 million, $6.4 million, $7.2 million, and $2.7 million, respectively.
For the three and six months ended June 30, 2022 and 2021, the components of interest expense were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended June 30, | | For the Six Months Ended June 30, | | |
($ in thousands) | 2022 | | 2021 | | 2022 | | 2021 | | |
Interest expense | $ | 27,308 | | | $ | 20,253 | | | $ | 52,823 | | | $ | 38,195 | | | |
Amortization of debt issuance costs | 1,407 | | | 2,094 | | | 2,970 | | | 4,109 | | | |
Total Interest Expense | $ | 28,715 | | | $ | 22,347 | | | $ | 55,793 | | | $ | 42,304 | | | |
Average interest rate | 4.0 | % | | 3.7 | % | | 3.9 | % | | 4.0 | % | | |
Average daily borrowings | $ | 2,690,461 | | | $ | 2,161,379 | | | $ | 2,719,091 | | | $ | 1,906,304 | | | |
Senior Securities
Information about our senior securities is shown in the following table as of June 30, 2022 and the fiscal years ended December 31, 2021, 2020, 2019 and 2018:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Class and Period | | Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions) | | Asset Coverage per Unit(2) | | Involuntary Liquidating Preference per Unit(3) | | Average Market Value per Unit(4) |
Revolving Credit Facility | | | | | | | | |
June 30, 2022 (unaudited) | | $ | 656.5 | | | $ | 2,143.8 | | | — | | | N/A |
December 31, 2021 | | $ | 650.8 | | | $ | 2,309.9 | | | — | | | N/A |
December 31, 2020 | | $ | 68.3 | | | $ | 1,905.6 | | | — | | | N/A |
December 31, 2019 | | $ | 185.0 | | | $ | 1,934.6 | | | — | | | N/A |
Subscription Credit Facility(5) | | | | | | | | |
December 31, 2021 | | $ | — | | | $ | 2,309.9 | | | — | | | N/A |
December 31, 2020 | | $ | 105.8 | | | $ | 1,905.6 | | | — | | | N/A |
December 31, 2019 | | $ | 645.7 | | | $ | 1,934.6 | | | — | | | N/A |
December 31, 2018 | | $ | 300.0 | | | $ | 1,954.6 | | | — | | | N/A |
SPV Asset Facility I | | | | | | | | |
June 30, 2022 (unaudited) | | $ | 290.0 | | | $ | 2,143.8 | | | — | | | N/A |
December 31, 2021 | | $ | 290.0 | | | $ | 2,309.9 | | | — | | | N/A |
December 31, 2020 | | $ | 290.0 | | | $ | 1,905.6 | | | — | | | N/A |
SPV Asset Facility II | | | | | | | | |
June 30, 2022 (unaudited) | | $ | 175.0 | | | $ | 2,143.8 | | | — | | | N/A |
December 31, 2021 | | $ | — | | | $ | 2,309.9 | | | — | | | N/A |
June 2025 Notes | | | | | | | | |
June 30, 2022 (unaudited) | | $ | 210.0 | | | $ | 2,143.8 | | | — | | | N/A |
December 31, 2021 | | $ | 210.0 | | | $ | 2,309.9 | | | — | | | N/A |
December 31, 2020 | | $ | 210.0 | | | $ | 1,905.6 | | | — | | | N/A |
December 2025 Notes | | | | | | | | |
June 30, 2022 (unaudited) | | $ | 650.0 | | | $ | 2,143.8 | | | — | | | N/A |
December 31, 2021 | | $ | 650.0 | | | $ | 2,309.9 | | | — | | | N/A |
December 31, 2020 | | $ | 400.0 | | | $ | 1,905.6 | | | — | | | N/A |
June 2026 Notes | | | | | | | | |
June 30, 2022 (unaudited) | | $ | 375.0 | | | $ | 2,143.8 | | | — | | | N/A |
December 31, 2021 | | $ | 375.0 | | | $ | 2,309.9 | | | — | | | N/A |
December 31, 2020 | | $ | 375.0 | | | $ | 1,905.6 | | | — | | | N/A |
January 2027 Notes | | | | | | | | |
June 30, 2022 (unaudited) | | $ | 300.0 | | | $ | 2,143.8 | | | — | | | N/A |
December 31, 2021 | | $ | 300.0 | | | $ | 2,309.9 | | | — | | | N/A |
CLO 2020-1 | | | | | | | | |
June 30, 2022 (unaudited) | | $ | 200.0 | | | $ | 2,143.8 | | | — | | | N/A |
December 31, 2021 | | $ | 200.0 | | | $ | 2,309.9 | | | — | | | N/A |
December 31, 2020 | | $ | 200.0 | | | $ | 1,905.6 | | | — | | | N/A |
________________
(1)Total amount of each class of senior securities outstanding at the end of the period presented.
(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.
(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The "—" in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)Not applicable because the senior securities are not registered for public trading.
(5)Facility was terminated in 2021.
Credit Facilities
Subscription Credit Facility
On November 19, 2018, we entered into a revolving credit facility (as amended, the “Subscription Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) as administrative agent (the “Administrative Agent”) and letter of credit issuer, and the banks of financial institutions from time to time party thereto, as lenders.
The Subscription Credit Facility permitted the Company to borrow up to $700 million, subject to availability under the “Borrowing Base.” The Borrowing Base was calculated based on the unused Capital Commitments of the investors meeting various eligibility requirements above certain concentration limits. Effective November 5, 2021, the outstanding balance on the Subscription Credit Facility was paid in full and the facility was terminated pursuant to its terms.
Borrowings under the Subscription Credit Facility bore interest, at our 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 generally borrowed utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. Loans were able to be converted from one rate to another at any time at our election, subject to certain conditions. We also will paid an unused commitment fee of 0.25% per annum on the unused commitments.
Revolving Credit Facility
On March 15, 2019, we entered into a Senior Secured Revolving Credit Agreement (as amended by that certain First Amendment to Senior Secured Revolving Credit Agreement, dated as of September 3, 2020, and as amended by that certain Second Amendment to Senior Secured Revolving Credit Agreement, dated as of September 22, 2021, the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include us, as Borrower, the issuing the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”), the issuing banks from time to time party thereto (each an "Issuing Bank" and collectively, the "Issuing Banks"), and Truist Securities, Inc. and ING Capital LLC as Joint Lead Arrangers and Joint Bookrunners, and Truist Bank as Administrative Agent.
The Revolving Credit Facility is guaranteed by OR Tech Lending LLC and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Guarantors”).
The maximum principal amount of the Revolving Credit Facility is $1.04 billion, subject to availability under the borrowing base, which is based on our portfolio of investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased up to $1.56 billion through the exercise by us of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing (increased from $750 million to $1.25 billion on September 3, 2020 and increased further from $1.25 billion to up to $1.56 billion on September 22, 2021). The Revolving Credit Facility includes a $50 million limit for swingline loans, with the aggregate principal amount of outstanding loans of any swingline lender being limited to up to $25 million, and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and each Guarantor, subject to certain exceptions.
The availability period under the Revolving Credit Facility will terminate on September 22, 2025 (“Commitment Termination Date”) and the Revolving Credit Facility will mature on September 22, 2026 (“Revolving Credit Facility Maturity Date”). During the period from the Commitment Termination Date to the Revolving Credit Facility 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 (i) LIBOR margin of either 1.875% per annum or, if the borrowing
base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum, (ii) an alternative base rate plus 0.875% per annum or, if the borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 0.75% per annum or (iii) for amounts drawn under the Revolving Credit Facility in Sterling or Swiss Francs, either SONIA or SARON, as applicable, plus margin of either 1.875% per annum or, if the borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum plus in either case an applicable credit adjustment spread. Further, the Revolving Credit Facility builds in a hardwired approach for the replacement of LIBOR loans in U.S. dollars. For LIBOR loans in other permitted currencies, the Revolving Credit Facility includes customary fallback mechanics for the Company and the Administrative Agent to select an alternative benchmark, subject to the negative consent of required Lenders. We may elect the currency and rate at the time of drawdown, and loans may be converted at our option, subject to certain conditions. We generally borrow utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. 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 the incurrence by us of additional indebtedness and on our ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default. The agreement requires a minimum asset coverage ratio with respect to the consolidated assets of the Company and its subsidiaries to senior indebtedness of no less than 1.50 to 1.0, measured at the last day of any fiscal quarter and a minimum asset coverage ratio of no less than 2.00 to 1.00 with respect to the consolidated assets of the Company and its subsidiary guarantors (including certain limitations on the contribution of equity in financing subsidiaries as specified therein) to their secured indebtedness (the “Obligor Asset Coverage Ratio”), measured at the last day of each fiscal quarter.
SPV Asset Facilities
Certain of our wholly owned subsidiaries are parties to credit facilities (the “SPV Asset Facilities”). Pursuant to the SPV Asset Facilities, we sell and contribute certain investments to these wholly owned subsidiaries pursuant to sale and contribution agreements by and between us and the wholly owned subsidiaries. No gain or loss is recognized as a result of these contributions. Proceeds from the SPV Asset Facilities are used to finance the origination and acquisition of eligible assets by the wholly owned subsidiary, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired to the wholly owned subsidiary through our ownership of the wholly owned subsidiary. The SPV Asset Facilities are secured by a perfected first priority security interest in the assets of these wholly owned subsidiaries and on any payments received by such wholly owned subsidiaries in respect of those assets. Assets pledged to lenders under the SPV Asset Facilities will not be available to pay our debts. The SPV Asset Facilities contain 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).
SPV Asset Facility I
On August 11, 2020 (the “SPV Asset Facility I Closing Date”), OR Tech Financing I LLC ("OR Tech Financing I”), a Delaware limited liability company and our newly formed subsidiary entered into a Credit Agreement, as amended through the date hereof, (the “SPV Asset Facility I”), with OR Tech Financing I, as borrower, Massachusetts Mutual Life Insurance Company, as initial Lender, Alter Domus (US) LLC, as Administrative Agent and Document Custodian, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and the lenders from time to time party thereto pursuant to Assignment and Assumption Agreements. The SPV Asset Facility was amended on October 27, 2021 to increase the total term loan commitment from $300 million to $450 million.
From time to time, we expect to sell and contribute certain investments to OR Tech Financing I pursuant to a Sale and Contribution Agreement by and between us and OR Tech Financing I. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by OR Tech Financing I, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by OR Tech Financing I through our ownership of OR Tech Financing I. The total term loan commitment of the SPV Asset Facility I is $450 million. The availability of the commitments are subject to a ramp up period and subject to an overcollateralization ratio test, which is based on the value of OR Tech Financing I assets from time to time, and satisfaction of certain other tests and conditions, including an advance rate test, interest coverage ratio test, certain concentration limits and collateral quality tests.
The SPV Asset Facility I provides for the ability to draw term loans for a period of up to two years after the Closing Date unless the commitments are terminated as provided in the SPV Asset Facility I (the “Commitment
Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on August 12, 2030 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by OR Tech Financing I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, OR Tech Financing I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.
Amounts drawn bear interest at LIBOR plus a spread of 3.50%; however, the SPV Asset Facility I includes fallback provisions which allow OR Tech Financing I and the Administrative Agent to select a replacement rate when LIBOR is no longer available. The SPV Asset Facility I contains customary covenants, limitations on the activities of OR Tech Financing I, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of OR Tech Financing I and on any payments received by OR Tech Financing I in respect of those assets. Assets pledged to the Lenders will not be available to pay our debts.
SPV Asset Facility II
On November 16, 2021 (the "SPV Asset Facility II Closing Date"), ORTF Funding I LLC ("ORTF Funding I"), a Delaware limited liability company and our newly formed subsidiary entered into a Credit Agreement (the "SPV Asset Facility II"), with ORTF Funding I LLC, as Borrower, the lenders from time to time parties thereto, Goldman Sachs Bank USA as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust Company as Collateral Administrator and Collateral Agent and Alter Domus (US) LLC as Collateral Custodian. On the SPV Asset Facility II Closing Date, ORTF Funding I and Goldman Sachs Bank USA, as Administrative Agent, also entered into a Margining Agreement relating to the Secured Credit Facility (the "Margining Agreement").
From time to time, we expect to sell and contribute certain investments to ORTF Funding I pursuant to a Sale and Contribution Agreement by and between us and ORTF Funding I. No gain or loss will be recognized as a result of the contribution. Proceeds from SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by ORTF Funding I, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by ORTF Funding I through our ownership of ORTF Funding I. The maximum principal amount which may be borrowed under SPV Asset Facility II is $300 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORTF Funding I's assets from time to time, and satisfaction of certain conditions, including certain concentration limits.
The SPV Asset Facility II provides for the ability to draw and redraw revolving loans for a period of up to three years after the SPV Asset Facility II Closing Date. Unless otherwise terminated, the SPV Asset Facility II will mature on November 16, 2026 (the "SPV Asset Facility II State Maturity"). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by ORTF Funding I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, ORTF Funding I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us. The SPV Asset Facility II may be permanently reduced, in whole or in part, at the option of ORTF Funding I subject to payment of a premium for a period of time.
Amounts drawn bear interest at a reference rate (initially LIBOR) plus a spread of 2.625% and the spread is payable on the amount by which the undrawn amount exceeds a minimum threshold, initially zero and ramping to 75% of the commitment amount. The undrawn amount of the commitment not subject to such spread payment is subject to an undrawn fee of 0.50% per annum. Certain additional fees are payable on each payment date to Goldman Sachs Bank USA as Administrative Agent. In additional, under the Margining Agreement and Credit Agreement, ORTF Funding I is required to post cash margin (or in certain cases, additional eligible assets) to the Administrative Agent if a borrowing base deficiency occurs or if the weighted average price gap (as defined in the Margining Agreement), which is a measure of the excess of the aggregate value assigned to ORTF Funding I's assets for purposes of the borrowing base test over the total amount drawn under the SPV Asset Facility II, falls below 20%.
Unsecured Notes
June 2025 Notes
On June 12, 2020, we issued $210 million aggregate principal amount of 6.75% notes due 2025 (the “June 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities
Act. The June 2025 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
The June 2025 Notes were issued pursuant to an Indenture dated as of June 12, 2020 (the “Base Indenture”), between us and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of June 12, 2020 (the “First Supplemental Indenture” and together with the Base Indenture, the “June 2025 Indenture”), between us and the Trustee. The June 2025 Notes will mature on June 30, 2025 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the June 2025 Indenture. The June 2025 Notes initially bear interest at a rate of 6.75% per year payable semi-annually on June 30 and December 30 of each year, commencing on December 30, 2020. As described in the First Supplemental Indenture, if the June 2025 Notes cease to have an investment grade rating from Kroll Bond Rating Agency (or if Kroll Bond Rating Agency ceases to rate the June 2025 Notes or fails to make a rating of the June 2025 Notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization,” as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) selected by us as a replacement agency for Kroll Bond Rating Agency) (an “Interest Rate Adjustment Event”), the interest rate on the June 2025 Notes will increase to 7.50% from the date of the Interest Rate Adjustment Event until the date on which the June 2025 Notes next again receive an investment grade rating. The June 2025 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the June 2025 Notes. The June 2025 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior. The June 2025 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations. The June 2025 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The June 2025 Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the June 2025 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the June 2025 Indenture.
In addition, if a change of control repurchase event, as defined in the June 2025 Indenture, occurs prior to maturity, holders of the June 2025 Notes will have the right, at their option, to require us to repurchase for cash some or all of the June 2025 Notes at a repurchase price equal to 100% of the aggregate principal amount of the June 2025 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
December 2025 Notes
On September 23, 2020, we issued $400 million aggregate principal amount of its 4.75% notes due 2025 (the “December 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. On November 23, 2021, we issued an additional $250 million aggregate principal amount of the December 2025 Notes in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The December 2025 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
The December 2025 Notes were issued pursuant to the Base Indenture and a Second Supplemental Indenture, dated as of September 23, 2020 (the “Second Supplemental Indenture” and together with the Base Indenture, the “December 2025 Indenture”), between us and the Trustee. The December 2025 Notes will mature on December 15, 2025 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the December 2025 Indenture. The December 2025 Notes bear interest at a rate of 4.75% per year payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2020. The December 2025 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the December 2025 Notes. The December 2025 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior. The December 2025 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The December 2025 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the 1940 Act, as amended, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the December 2025 Notes and the Trustee we no longer are subject to the reporting requirements under the Exchange Act, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, if a change of control repurchase event, as defined in the December 2025 Indenture, occurs prior to maturity, holders of the December 2025 Notes will have the right, at their option, to require us to repurchase for cash some or all of the December 2025 Notes at a repurchase price equal to 100% of the aggregate principal amount of the December 2025 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
June 2026 Notes
On December 17, 2020, we issued $375 million aggregate principal amount of 3.75% notes due 2026 (the “June 2026 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The June 2026 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
The June 2026 Notes were issued pursuant to the Base Indenture and a Third Supplemental Indenture, dated as of December 17, 2020 (the “Third Supplemental Indenture” and together with the Base Indenture, the “June 2026 Indenture”), between us and the Trustee. The June 2026 Notes will mature on June 17, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the June 2026 Indenture. The June 2026 Notes bear interest at a rate of 3.75% per year payable semi-annually on June 17 and December 17 of each year, commencing on June 17, 2021. The June 2026 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the June 2026 Notes. The June 2026 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior to the June 2026 Notes. The June 2026 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The June 2026 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The June 2026 Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the June 2026 Notes and the Trustee if we are no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, if a change of control repurchase event, as defined in the June 2026 Indenture, occurs prior to maturity, holders of the June 2026 Notes will have the right, at their option, to require us to repurchase for cash some or all of the June 2026 Notes at a repurchase price equal to 100% of the aggregate principal amount of the June 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
January 2027 Notes
On June 14, 2021, we issued $300 million aggregate principal amount of 2.50% notes due 2027 (the “January 2027 Notes”). The January 2027 Notes were issued pursuant to the Base Indenture and a Fourth Supplemental Indenture, dated as of December 17, 2020 (the “Fourth Supplemental Indenture” and together with the Base Indenture, the “January 2027 Indenture”), between us and the Trustee. The January 2027 Notes will mature on January 15, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the January 2027 Indenture.
The January 2027 Notes bear interest at a rate of 2.50% per year, payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2022. The January 2027 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the January 2027 Notes. The January 2027 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior to the January 2027 Notes. The January 2027 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The January 2027 Notes rank structurally subordinated, or junior, to all existing and
future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The January 2027 Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the January 2027 Notes and the Trustee if we are no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, if a change of control repurchase event, as defined in the January 2027 Indenture, occurs prior to maturity, holders of the January 2027 Notes will have the right, at their option, to require us to repurchase for cash some or all of the January 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the January 2027 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
CLO 2020-1
On December 16, 2020 (the “CLO 2020-1 Closing Date”), we completed a $333.5 million term debt securitization transaction (the “CLO 2020-1 Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO 2020-1 Transaction were issued by our consolidated subsidiaries Owl Rock Technology Financing 2020-1, an exempted company incorporated in the Cayman Islands with limited liability (the “Issuer”), and Owl Rock Technology Financing 2020-1 LLC, a Delaware limited liability company (the “CLO 2020-1 Co-Issuer” and together with the CLO 2020-1 Issuer, the “CLO 2020-1 Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans, recurring revenue loans and participation interests in middle market loans, recurring revenue loans as well as by other assets of the CLO 2020-1 Issuer.
CLO 2020-1 Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Closing Date (the “CLO 2020-1 Indenture”), by and among the CLO 2020-1 Issuers and State Street Bank and Trust Company: $200 million of A (sf) Class A Notes, which bear interest at three-month LIBOR plus 2.95% (the “CLO 2020-1 Secured Notes”). The CLO 2020-1 Secured Notes are secured by the middle market loans, recurring revenue loans, participation interests in middle market loans and recurring revenue loans and other assets of the Issuer. The CLO 2020-1 Secured Notes are scheduled to mature on January 15, 2031. The CLO 2020-1 Secured Notes were offered by MUFG Securities Americas Inc., as initial purchaser, from time to time in individually negotiated transactions. Upon the occurrence of certain triggering events relating to the end of LIBOR, a different benchmark rate will replace LIBOR as the reference rate for interest accruing on the CLO 2020-1 Secured Notes.
Concurrently with the issuance of the CLO 2020-1 Secured Notes, the CLO 2020-1 Issuer issued approximately $133.5 million of subordinated securities in the form of 133,500 preferred shares at an issue price of U.S.$1,000 per share (the “CLO 2020-1 Preferred Shares”). The CLO 2020-1 Preferred Shares were issued by the CLO 2020-1 Issuer as part of its issued share capital and are not secured by the collateral securing the CLO 2020-1 Secured Notes. We purchased all of the CLO 2020-1 Preferred Shares. We act as a retention holder in connection with the CLO 2020-1 Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO 2020-1 Preferred Shares.
As part of the CLO 2020-1 Transaction, we entered into a loan sale agreement with the CLO 2020-1 Issuer dated as of the Closing Date, which provided for the sale and contribution of approximately $243.4 million par amount of middle market loans and recurring revenue loans from us to the CLO 2020-1 Issuer on the Closing Date and for future sales from us to the CLO 2020-1 Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO 2020-1 Secured Notes. We made customary representations, warranties, and covenants to the CLO 2020-1 Issuer under the loan sale agreement.
Through January 15, 2022, the net proceeds of the issuing of the CLO 2020-1 Secured Notes not used to purchase the initial portfolio of loans securing the CLO 2020-1 Secured Notes and a portion of the proceeds received by the CLO 2020-1 Issuer from the loans securing the CLO 2020-1 Secured Notes may be used by the CLO 2020-1 Issuer to purchase additional middle market loans and recurring revenue loans under the direction of the Adviser, in its capacity as collateral manager for the CLO 2020-1 Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans and recurring revenue loans.
The CLO 2020-1 Secured Notes are the secured obligation of the CLO 2020-1 Issuers, and the CLO 2020-1 Indenture includes customary covenants and events of default. The CLO 2020-1 Secured Notes have not been registered
under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the SEC or pursuant to an applicable exemption from such registration.
The Adviser will serve as collateral manager for the CLO 2020-1 Issuer under a collateral management agreement dated as of the Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement, dated August 10, 2018, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO 2020-1 Issuers’ equity or notes owned by us.
Off-Balance Sheet Arrangements
Portfolio Company Commitments
From time to time, we may enter into commitments to fund investments. As of June 30, 2022 and December 31, 2021, we had the following outstanding commitments to fund investments in current portfolio companies.
| | | | | | | | | | | | | | | | | | | | |
Portfolio Company | | Investment | | June 30, 2022 | | December 31, 2021 |
($ in thousands) | | | | | | |
3ES Innovation Inc. (dba Aucerna) | | First lien senior secured revolving loan | | $ | 2,580 | | | $ | 4,580 | |
Acquia Inc. | | First lien senior secured revolving loan | | 10,375 | | | 11,789 | |
Alpine-22 | | First lien senior secured revolving loan | | 3,542 | | | — | |
Apptio, Inc. | | First lien senior secured revolving loan | | 1,962 | | | 1,962 | |
Aquiline Capital Partners | | First lien senior secured multi-draw term loan | | 7,929 | | | — | |
Armstrong Bidco Limited | | First lien senior secured delayed draw term loan | | 2,773 | | | — | |
AxiomSL Group, Inc. | | First lien senior secured delayed draw term loan | | 2,339 | | | 2,339 | |
AxiomSL Group, Inc. | | First lien senior secured revolving loan | | 15,410 | | | 15,410 | |
Bayshore Intermediate #2, L.P. (dba Boomi) | | First lien senior secured revolving loan | | 11,694 | | | 11,694 | |
BCPE Osprey Buyer, Inc. (dba PartsSource) | | First lien senior secured delayed draw term loan | | 28,903 | | | 28,903 | |
BCPE Osprey Buyer, Inc. (dba PartsSource) | | First lien senior secured revolving loan | | 12,232 | | | 12,232 | |
BCTO BSI Buyer, Inc. (dba Buildertrend) | | First lien senior secured revolving loan | | 2,525 | | | 3,275 | |
Blend Labs, Inc. | | First lien senior secured revolving loan | | 12,500 | | | 12,500 | |
Brightly Software Holdings, Inc. | | First lien senior secured revolving loan | | 3,231 | | | 6,923 | |
Centrify Corporation | | First lien senior secured revolving loan | | 4,081 | | | 8,163 | |
Certify, Inc. | | First lien senior secured revolving loan | | 1,711 | | | 1,711 | |
Certify, Inc. | | First lien senior secured delayed draw term loan | | — | | | 16,500 | |
CivicPlus, LLC | | First lien senior secured revolving loan | | 4,664 | | | 3,300 | |
Community Brands ParentCo, LLC | | First lien senior secured delayed draw term loan | | 1,500 | | | — | |
Community Brands ParentCo, LLC | | First lien senior secured revolving loan | | 750 | | | — | |
Diamondback Acquisition, Inc. (dba Sphera) | | First lien senior secured delayed draw term loan | | 20,351 | | | 20,351 | |
Diligent Corporation | | First lien senior secured delayed draw term loan | | — | | | 3,583 | |
Diligent Corporation | | First lien senior secured revolving loan | | 762 | | | 1,523 | |
Dodge Data & Analytics LLC | | First lien senior secured revolving loan | | — | | | 2,885 | |
EET Buyer, Inc. (dba e-Emphasys) | | First lien senior secured revolving loan | | 4,545 | | | 4,545 | |
| | | | | | | | | | | | | | | | | | | | |
Portfolio Company | | Investment | | June 30, 2022 | | December 31, 2021 |
Forescout Technologies, Inc. | | First lien senior secured loan | | 27,408 | | | — | |
Forescout Technologies, Inc. | | First lien senior secured delayed draw term loan | | 32,175 | | | — | |
Forescout Technologies, Inc. | | First lien senior secured revolving loan | | 3,333 | | | 8,333 | |
Gainsight, Inc. | | First lien senior secured revolving loan | | 5,250 | | | 5,250 | |
Gerson Lehrman Group, Inc. | | First lien senior secured revolving loan | | 3,647 | | | 3,647 | |
GI Ranger Intermediate, LLC (dba Rectangle Health) | | First lien senior secured delayed draw term loan | | — | | | 3,686 | |
GI Ranger Intermediate, LLC (dba Rectangle Health) | | First lien senior secured revolving loan | | 1,990 | | | 2,211 | |
GovBrands Intermediate, Inc. | | First lien senior secured delayed draw term loan | | 6,703 | | | 6,703 | |
GovBrands Intermediate, Inc. | | First lien senior secured revolving loan | | 6,788 | | | 6,788 | |
Granicus, Inc. | | First lien senior secured delayed draw term loan | | 2,218 | | | 2,218 | |
Granicus, Inc. | | First lien senior secured revolving loan | | 2,615 | | | 2,615 | |
GS Acquisitionco, Inc. (dba insightsoftware) | | First lien senior secured revolving loan | | 2,508 | | | 1,755 | |
H&F Opportunities LUX III S.À R.L (dba Checkmarx) | | First lien senior secured revolving loan | | 25,000 | | | 25,000 | |
Inovalon Holdings, Inc. | | First lien senior secured delayed draw term loan | | 13,834 | | | 13,834 | |
Integrity Marketing Acquisition, LLC | | First lien senior secured revolving loan | | 3,736 | | | 3,736 | |
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) | | First lien senior secured revolving loan | | 2,142 | | | 2,142 | |
Interoperability Bidco, Inc. (dba Lyniate) | | First lien senior secured revolving loan | | 3,913 | | | 5,000 | |
Kaseya Inc. | | First lien senior secured delayed draw term loan | | 945 | | | — | |
Kaseya Inc. | | First lien senior secured revolving loan | | 945 | | | — | |
Kaseya Inc. | | First lien senior secured delayed draw term loan | | — | | | 2,030 | |
Kaseya Inc. | | First lien senior secured revolving loan | | — | | | 2,450 | |
Litera Bidco LLC | | First lien senior secured delayed draw term loan | | — | | | 7,443 | |
Litera Bidco LLC | | First lien senior secured revolving loan | | 8,250 | | | 8,250 | |
MINDBODY, Inc. | | First lien senior secured revolving loan | | 7,143 | | | 7,143 | |
Ministry Brands Holdings, LLC | | First lien senior secured delayed draw term loan | | 2,458 | | | 2,458 | |
Ministry Brands Holdings, LLC | | First lien senior secured revolving loan | | 737 | | | 737 | |
NMI Acquisitionco, Inc. (dba Network Merchants) | | First lien senior secured delayed draw term loan | | 2,749 | | | 2,749 | |
NMI Acquisitionco, Inc. (dba Network Merchants) | | First lien senior secured revolving loan | | 1,115 | | | 1,115 | |
Pluralsight, LLC | | First lien senior secured revolving loan | | 10,000 | | | 10,000 | |
Project Power Buyer, LLC (dba PEC-Veriforce) | | First lien senior secured revolving loan | | 3,750 | | | 3,750 | |
QAD, Inc. | | First lien senior secured revolving loan | | 11,429 | | | 11,429 | |
Reef Global Acquisition LLC (fka Cheese Acquisition, LLC) | | First lien senior secured revolving loan | | 1,753 | | | 1,494 | |
Relativity ODA LLC | | First lien senior secured revolving loan | | 11,250 | | | 11,250 | |
| | | | | | | | | | | | | | | | | | | | |
Portfolio Company | | Investment | | June 30, 2022 | | December 31, 2021 |
RL Datix Holdings (USA), Inc. | | First lien senior secured delayed draw term loan | | 4,600 | | | — | |
RL Datix Holdings (USA), Inc. | | First lien senior secured revolving loan | | 2,000 | | | — | |
RL Datix Holdings (USA), Inc. | | Second lien senior secured loan | | 2,333 | | | — | |
Rubrik, Inc. | | First lien senior secured delayed draw term loan | | 718 | | | — | |
Securonix, Inc. | | First lien senior secured revolving loan | | 3,559 | | | — | |
SimpliSafe Holding Corporation | | First lien senior secured delayed draw term loan | | 103 | | | — | |
Smarsh Inc. | | First lien senior secured delayed draw term loan | | 11,048 | | | — | |
Smarsh Inc. | | First lien senior secured revolving loan | | 2,762 | | | — | |
Tahoe Finco, LLC | | First lien senior secured revolving loan | | 12,907 | | | 12,907 | |
Tamarack Intermediate, L.L.C. (dba Verisk 3E) | | First lien senior secured revolving loan | | 1,682 | | | — | |
Thunder Purchaser, Inc. (dba Vector Solutions) | | First lien senior secured delayed draw term loan | | 22,500 | | | 22,500 | |
Thunder Purchaser, Inc. (dba Vector Solutions) | | First lien senior secured revolving loan | | 5,175 | | | 7,875 | |
Velocity HoldCo III Inc. (dba VelocityEHS) | | First lien senior secured revolving loan | | 2,500 | | | 2,500 | |
When I Work, Inc. | | First lien senior secured revolving loan | | 5,605 | | | 5,605 | |
Total Unfunded Portfolio Company Commitments | | | | $ | 439,635 | | | $ | 390,771 | |
We seek to carefully consider our unfunded portfolio company commitments for the purpose of planning our ongoing financial leverage. Further, we consider any outstanding unfunded portfolio company commitments we are required to fund within the 150% asset coverage limitation. As of June 30, 2022, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.
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 June 30, 2022, management was not aware of any pending or threatened litigation.
Contractual Obligations
A summary of our contractual payment obligations under our credit facilities and notes as of June 30, 2022, is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Payments Due by Period |
($ in millions) | Total | | Less than 1 year | | 1-3 years | | 3-5 years | | After 5 years |
Revolving Credit Facility | 656.5 | | | — | | | — | | | 656.5 | | | — | |
SPV Asset Facility I | 290.0 | | | — | | | — | | | — | | | 290.0 | |
SPV Asset Facility II | 175.0 | | | — | | | — | | | 175.0 | | | — | |
June 2025 Notes | 210.0 | | | — | | | — | | | 210.0 | | | — | |
December 2025 Notes | 650.0 | | | — | | | — | | | 650.0 | | | — | |
June 2026 Notes | 375.0 | | | — | | | — | | | 375.0 | | | — | |
January 2027 Notes | 300.0 | | | — | | | — | | | 300.0 | | | — | |
CLO 2020-1 | 200.0 | | | — | | | — | | | — | | | 200.0 | |
Total Contractual Obligations | $ | 2,856.5 | | | $ | — | | | $ | — | | | $ | 2,366.5 | | | $ | 490.0 | |
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; and
•the License Agreement.
In addition to the aforementioned agreements, we rely on an order for exemptive relief that has been granted to ORCA and certain of its affiliates to permit us to co-invest with other funds managed by the Adviser or its affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for further details.
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 our Form 10-K for the fiscal year ended December 31, 2021 and 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, 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.
Rule 2a-5 under the 1940 Act was recently adopted by the SEC and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. We intend to comply with the new rule’s requirements on or before the compliance date in September 2022.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization or accretion of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. 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. If at any point that we believe PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Distributions
We have elected to be treated for U.S. federal income tax purposes, and qualify annually thereafter, as a RIC under Subchapter M of the Code. To 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.
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 year ending December 31, 2018 and intend to continue to qualify as a RIC. So long as we maintain our tax treatment as a RIC, we generally will not pay 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, 2021. The 2018 through 2020 tax years remain subject to examination by U.S. federal, state and local tax authorities.
Recent Developments
On August 2, 2022, the Board declared a distribution of 90% of estimated third quarter investment company taxable income, if any, and, to the extent that such investment company taxable income is less than 6% of the Company's weighted average capital called since inception, an additional amount of net capital gains for shareholders of record on September 30, 2022 payable on or before November 15, 2022.
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.
In a prolonged low interest rate environment, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net income and potentially adversely affecting our operating results. Conversely, in a rising interest rate environment, such difference could potentially increase thereby increasing our net income as indicated per the table below.
As of June 30, 2022, 100% of our debt investments based on fair value were at floating rates. Additionally, the weighted average LIBOR floor, based on fair value, of our debt investments was 0.84%.
Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2022, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to 3-month reference rate election and there are no changes in our investment and borrowing structure:
| | | | | | | | | | | | | | | | | |
($ in millions) | Interest Income | | Interest Expense | | Net Income(1) |
Up 300 basis points | $ | 149.5 | | | $ | 39.6 | | | $ | 109.9 | |
Up 200 basis points | $ | 99.7 | | | $ | 26.4 | | | $ | 73.3 | |
Up 100 basis points | $ | 49.8 | | | $ | 13.2 | | | $ | 36.6 | |
Up 50 basis points | $ | 24.9 | | | $ | 6.6 | | | $ | 18.3 | |
Down 50 basis points | $ | (24.9) | | | $ | (6.6) | | | $ | (18.3) | |
Down 100 basis points | $ | (49.8) | | | $ | (13.2) | | | $ | (36.6) | |
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(1)Excludes the impact of income-based fees. See Note 3 of our consolidated financial statements for more information on income-based fees.
We may in the future hedge against interest rate fluctuations by using hedging instruments such as interest rate swaps, futures, options, and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments.
Currency Risk
From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against
fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. We also have the ability to borrow in certain foreign currencies under our credit facilities. Instead of entering into a foreign currency forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment. To the extent the loan or investment is based on a floating rate other than a rate under which we can borrow under our credit facilities, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate.
Inflation and Supply Chain Risk
Economic activity has continued to accelerate across sectors and regions. Nevertheless, due to global supply chain issues, geopolitical events, a rise in energy prices and strong consumer demand as economies continue to reopen, inflation has increased in the U.S. and globally. Inflation is likely to continue in the near to medium-term, particularly in the U.S., and monetary policy has tightened in response. Persistent inflationary pressures could affect the profitability of investments held by our products, which could impact the level of management fees and other revenues we may earn in the future.
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 Exchange Act, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.
(b)Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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, you should carefully consider the risk factors discussed in Part I, “ITEM 1A. RISK FACTORS” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Other than the shares issued pursuant to our dividend reinvestment plan, we did not sell any unregistered equity securities, except as previously disclosed in certain 8-Ks filed with the SEC.
On May 13, 2022, pursuant to our dividend reinvestment plan, we issued 710,724 shares of our common stock, at a price of $17.24 per share, to stockholders of record as of March 31, 2022 that did not opt out of our dividend reinvestment plan in order to satisfy the reinvestment portion of our dividends. This issuance was not subject to the registration requirements of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
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Exhibit Number | | Description of Exhibits |
3.1 | | |
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3.2 | | |
| | |
31.1* | | |
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31.2* | | |
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32.1** | | |
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32.2** | | |
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*Filed herein
**Furnished herein.
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.
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| | Owl Rock Technology Finance Corp. |
| | |
Date: August 10, 2022 | By: | /s/ Craig W. Packer |
| | Craig W. Packer |
| | Chief Executive Officer |
| | | | | | | | |
| | Owl Rock Technology Finance Corp. |
| | |
Date: August 10, 2022 | By: | /s/ Jonathan Lamm |
| | Jonathan Lamm |
| | Chief Operating Officer and Chief Financial Officer |