This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by Blue Owl Technology Income Corp. (f/k/a Owl Rock Technology Income Corp.) (the “Company,” “OTIC,” “our,” “we,” or “us”), an externally-managed closed-end management investment company that has made an election to be regulated as a business development company under the Investment Company Act of 1940, as amended (“1940 Act”), and that is incorporated in Maryland. We are offering to purchase up to the number of shares of our issued and outstanding Common Stock that can be repurchased with approximately $67,005,464. This amount represents the value of 5.00% of the aggregate number of the Company’s shares outstanding as of June 30, 2023. The term “Shares” as used herein refers only to those shares of our Class S common stock, par value $0.01 per share, Class D common stock, par value $0.01 per share, and Class I common stock, par value $0.01 per share (each, a class of “Common Stock”) that are eligible to be repurchased. Purchases will be made upon the terms and subject to the conditions described in the Offer to Purchase, dated August 24, 2023 (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit 99(a)(1)(B), and the related Letter of Transmittal (the “Letter of Transmittal,” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”), a copy of which is filed herewith as Exhibit 99(a)(1)(C). This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The information contained in the Offer to Purchase and the Letter of Transmittal, respectively, as each may be amended or supplemented from time to time, is hereby incorporated by reference in response to certain items of this Schedule TO.
| ITEM 1. | SUMMARY TERM SHEET. |
The information under the heading “Summary Term Sheet” included in the Offer to Purchase is incorporated herein by reference.
| ITEM 2. | SUBJECT COMPANY INFORMATION. |
(a) Name and Address. The name of the issuer is Blue Owl Technology Income Corp. The address and telephone number of the issuer’s principal executive offices are: 399 Park Avenue, New York, New York 10022 and (888) 215-2015.
(b) Securities. The subject securities are Class S, Class D, and Class I shares of the Company’s Common Stock. As of August 23, 2023, there were approximately 150,478,956 shares of Common Stock issued and outstanding, which included approximately 29,649,725, 1,894,320, and 118,934,912 shares of Class S, Class D, and Class I shares, respectively.
(c) Trading Market and Price. There is no established trading market for the Company’s Common Stock.
| ITEM 3. | IDENTITY AND BACKGROUND OF FILING PERSON. |
(a) Name and Address. The filing person and subject company to which this Schedule TO relates is Blue Owl Technology Income Corp. The address and telephone number of the Company are set forth under Item 2(a) above. The names of the directors and executive officers of the Company are as set forth in the Offer to Purchase under the heading “Section 9—Interests of Directors, Executive Officers and Certain Related Persons; Transactions and Arrangements Concerning the Shares,” and such information is incorporated herein by reference. The business address and business telephone number of each director and executive officer of the Company are c/o Blue Owl Technology Income Corp., 399 Park Avenue, New York, New York 10022 and (888) 215-2015.
| ITEM 4. | TERMS OF THE TRANSACTION. |
(a) Material Terms. The material terms of the transaction are incorporated herein by reference from the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Section 1— Applicable Purchase Price; Number of Shares; Expiration Date,” “Section 2—Purpose of the Offer; Plans or Proposals of the Company,” “Section 3—Certain Conditions of the Offer,” “Section 4—Procedures for Tendering Shares,”
