Blue Owl Technology Finance Corp 8-K, filed Nov 17, 2021

About this 8-K

Items reported

Blue Owl Technology Finance Corp. (OTF)

8-K 2021-11-17 For: 2021-11-16

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Added on April 09, 2026

Blue Owl Technology Finance Corp filed this 8-K on November 17, 2021, reporting on events of November 16, 2021.

Minimum Spread Payment Table

Minimum Spread Payment Date

Percentage

First Payment Date and the first Payment Date after each Permitted Material Securitization Date

Second Payment Date and the second Payment Date after each Permitted Material Securitization Date

Third Payment Date and the third Payment Date after each Permitted Material Securitization Date and each Payment Date respectively thereafter occurring on or prior to the beginning of the Amortization Period

Item 1.01: Entered into a material agreement
Item 2.02: Financial results
Item 2.03: New debt or off-balance-sheet obligation
Item 8.01: Other events
Item 9.01: Financial statements and exhibits

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Exhibit Number		Description

10.1		Credit Agreement, dated as of November 16, 2021, among ORTF Funding I LLC, as Borrower, the Lenders referred to therein, 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.

10.2		Sale and Contribution Agreement, dated as of November 16, 2021, between Owl Rock Technology Finance Corp., as Seller and ORTF Funding I LLC, as Purchaser.

10.3		Margining Agreement, dated as of November 16, 2021, between ORTF Funding I LLC, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent and Calculation Agent.


	Owl Rock Technology Finance Corp.

November 17, 2021	By:	/s/ Jonathan Lamm
		Name:	Jonathan Lamm
		Title:	Chief Financial Officer and Chief Operating Officer


		PAGE
SECTION 1. DEFINITIONS AND INTERPRETATION			1
1.1.	Definitions		1
1.2.	Accounting Terms		65
1.3.	Interpretation, Etc.		66
1.4.	Assumptions as to Collateral Obligations, Etc		66

SECTION 2. LOANS AND COMMITMENTS			68
2.1.	Loans and Commitments		68
2.2.	Pro Rata Shares; Availability of Funds		71
2.3.	Use of Proceeds		72
2.4.	Evidence of Debt; Register; Lenders’ Books and Records; Notes		72
2.5.	Interest on Loans		73
2.6.	Default Interest		74
2.7.	Fees; Etc.		74
2.8.	Prepayments		76
2.9.	Required Principal Payments		78
2.10.	[Reserved]		79
2.11.	General Provisions Regarding Payments		79
2.12.	Ratable Sharing		79
2.13.	Making or Maintaining Floating Rate Loans		80
2.14.	Increased Costs; Capital Adequacy		83
2.15.	Taxes; Withholding, Etc.		84
2.16.	Obligation to Mitigate		88
2.17.	Defaulting Lenders		88
2.18.	Removal or Replacement of a Lender		89
2.19.	Obligations Absolute		91

SECTION 3. CONDITIONS PRECEDENT			92
3.1.	Closing Date		92
3.2.	Conditions to Each Credit Extension		93

SECTION 4. REPRESENTATIONS AND WARRANTIES			94
4.1.	Organization; Requisite Power and Authority; Qualification		94
4.2.	Equity Interests; Ownership; Collateral Obligations		94
4.3.	Due Authorization		95
4.4.	No Conflict		95
4.5.	Governmental Consents		95
4.6.	Binding Obligation		96
4.7.	Adverse Proceedings, Etc.		96
4.8.	Payment of Taxes		96
4.9.	Properties		96
4.10.	No Defaults		96
4.11.	Material Contracts		97


4.12.	Governmental Regulation	97
4.13.	Federal Reserve Regulations	97
4.14.	Pension Plans	97
4.15.	Solvency	97
4.16.	Compliance with Statutes, Etc.	97
4.17.	Disclosure	98
4.18.	Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act	98

SECTION 5.	COVENANTS	99
5.1.	Compliance with Laws, Etc.	99
5.2.	Maintenance of Books and Records	99
5.3.	Existence of Borrower, Etc.	99
5.4.	Protection of Collateral	100
5.5.	Opinions as to Collateral	102
5.6.	Performance of Obligations	102
5.7.	Negative Covenants	103
5.8.	No Consolidation	105
5.9.	No Other Business; Etc.	105
5.10.	Compliance with Corporate Services Agreements	105
5.11.	Certain Tax Matters	106
5.12.	Certain Regulations	106
5.13.	Transaction Data Room	107
5.14.	Financial and Other Information; Notices	107
5.15.	Inspections, Etc.	108

SECTION 6.	ACCOUNTS; ACCOUNTINGS AND RELEASES.	109
6.1.	Collection of Money	109
6.2.	Collection Accounts	112
6.3.	Other Transaction Accounts	113
6.4.	Reports by Collateral Agent	115
6.5.	Accountings	116
6.6.	Daily Collateral Administrator Information	121
6.7.	Delivery of Pledged Obligations; Custody Documents; Etc.	122
6.8.	Custodianship and Release of Collateral	127
6.9.	Procedures Relating to the Establishment of Transaction Accounts Controlled by the Collateral Agent	128

SECTION 7.	APPLICATION OF MONIES	129
7.1.	Application of Monies	129

SECTION 8.	SALE OF COLLATERAL OBLIGATIONS; SUBSTITUTION; AMENDMENTS	135
8.1.	Sales of Collateral Obligations	135
8.2.	Trading Restrictions	138
8.3.	Affiliate Transactions	142
8.4.	Purchase and Delivery of Collateral Obligations and Other Actions	142
8.5.	Amendments to Underlying Instruments	143


SECTION 9.	EVENTS OF DEFAULT	144

SECTION 10.	THE AGENTS	148
10.1.	Appointment of Agents	148
10.2.	Powers and Duties	149
10.3.	General Immunity	150
10.4.	Agents Entitled to Act as Lender	156
10.5.	Lenders’ Representations, Warranties and Acknowledgment	157
10.6.	Right to Indemnity	157
10.7.	Successor Administrative Agent and Collateral Agent	158
10.8.	Collateral Documents	160
10.9.	Withholding Taxes	161
10.10.	Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim	162

SECTION 11.	MISCELLANEOUS	163
11.1.	Notices	163
11.2.	Expenses	164
11.3.	Indemnity	165
11.4.	Set-Off	166
11.5.	Amendments and Waivers	167
11.6.	Successors and Assigns; Participations	169
11.7.	Independence of Covenants	173
11.8.	Survival of Representations, Warranties and Agreements	174
11.9.	No Waiver; Remedies Cumulative	174
11.10.	Marshalling; Payments Set Aside	174
11.11.	Severability	174
11.12.	Obligations Several; Independent Nature of Lenders’ Rights	175
11.13.	Headings	175
11.14.	APPLICABLE LAW	175
11.15.	CONSENT TO JURISDICTION	175
11.16.	WAIVER OF JURY TRIAL	176
11.17.	Usury Savings Clause	177
11.18.	Effectiveness; Counterparts	177
11.19.	PATRIOT Act	178
11.20.	Electronic Execution of Assignments	178
11.21.	No Fiduciary Duty	178
11.22.	Judgment Currency	179
11.23.	Confidentiality	179
11.24.	[Reserved]	181
11.25.	Contractual Recognition of Bail-In	181

SECTION 12.	SUBORDINATION	182

SECTION 13.	ASSIGNMENT OF CORPORATE SERVICES AGREEMENTS	183

SECTION 14.	COLLATERAL CUSTODIAN	186


A		Commitments
B		Notice Addresses
C-1		Borrower Subsidiaries
C-2		Collateral Obligations
D		Material Contracts

SCHEDULES:
A		Financial and Other Information

EXHIBITS:
A		Form of Funding Notice
B-1		Form of U.S. Tax Compliance Certificate
		(For Foreign Lenders that are not Partnerships)
B-2		Form of U.S. Tax Compliance Certificate
		(For Foreign Participants that are not Partnerships)
B-3		Form of U.S. Tax Compliance Certificate
		(For Foreign Participants that are Partnerships)
B-4		Form of U.S. Tax Compliance Certificate
		(For Foreign Lenders that are Partnerships)
C		Form of Assignment Agreement
D		Form of Request for Release of Custody Documents
E		Form of Power of Attorney
F		Form of Administrative Agent Cooperation Agreement
G		Form of Compliance Certificate
H-1		Form of Loan Note


ORTF FUNDING I LLC, as Borrower

By:
		Name:
		Title:

GOLDMAN SACHS BANK USA, as Syndication Agent and Sole Lead Arranger

By:
		Name:
		Title:

GOLDMAN SACHS BANK USA, as Administrative Agent

By:
		Name:
		Title:

GOLDMAN SACHS BANK USA, as Lender

By:
		Name:
		Title:


STATE STREET BANK AND TRUST COMPANY, as Collateral Administrator and Collateral Agent

By:
		Name:
		Title:

ALTER DOMUS (US) LLC, as Collateral Custodian

By:
		Name:
		Title:


Lender	Commitment		Loan Pro Rata Share
Goldman Sachs Bank USA	U.S. $	300,000,000.00		100	%
Totals:	U.S. $	300,000,000.00		100	%


Facsimile:		212-428-4534
E-mail:		GS-PFI-Servicing@gs.com; GS-SFL-DESK@gs.com
Attention:		Operations

And, with respect to each Dispute, with copies to:

Email:		gs-repo-disputes@gs.com
Attention:		GS Credit

and

Facsimile:		212-428-4534
Email:		gs-sctabs-reporting@ny.email.gs.com
Attention:		PFI Middle Office

State Street Bank and Trust Company, as Collateral Agent
State Street Bank and Trust Company
1776 Heritage Drive – Mail Stop: JAB0250
North Quincy, Massachusetts 02171
E-mail:		StateStreetSPV@StateStreet.com
Attention:		Structured Trust & Analytics
Ref:		ORTF Funding I LLC

State Street Bank and Trust Company, as Collateral Administrator
State Street Bank and Trust Company
1776 Heritage Drive – Mail Stop: JAB0250
North Quincy, Massachusetts 02171
E-mail:		StateStreetSPV@StateStreet.com
Attention:		Structured Trust & Analytics
Ref:		ORTF Funding I LLC

ALTER DOMUS (US) LLC, as Collateral Custodian
225 W. Washington St., 9^th Floor
Chicago, IL 60606
Facsimile:		312-378-0751
Attention:		Doc Custody and Legal Department
Email:		DocCustody@alterdomus.com and legal@alterdomus.com


	Form/Document/ Certificate	Date by which to be delivered
(1)	Audited consolidated annual financial statements of the Equity Holder (an “Information Party”)	Within 120 days of the end of such Information Party’s respective fiscal year.

(2)	Unaudited quarterly financial statements of each Information Party	Within 60 days after the end of each respective fiscal quarter of each Information Party (other than the last fiscal quarter of each fiscal year)

(3)	Such other financial or other information with respect to the Credit Parties (to the extent in the Borrower’s or Services Provider’s possession or control) as any Lender may reasonably request from time to time.	Within the greater of five Business Days after request by a Lender or such time as may be commercially reasonable for the Borrower to prepare and deliver such information

(4)	For each Non-Private Asset, all compliance certificates, financial statements and Material Amendment Information, in each case made available, or received by or on behalf of the related obligors or any administrative agents or servicers (or analogous representatives), to, or from, as applicable, public-side lenders under the related Underlying Instruments.	Within three Business Days after the date on which such information is received by the Borrower (it being understood that compliance with any applicable confidentiality restrictions will be required before such delivery, and the Borrower (or the Services Provider or any of its affiliates on its behalf) will use their best efforts to enable the Lenders to deliver applicable confidentiality agreements or otherwise to comply with such restrictions). Such information shall be made available in the Transaction Data Room.

(5)	For each Private Asset, all compliance certificates, financial statements and Material Amendment Information, in each case made available, or received by or on behalf of the related obligors or any administrative agents or servicers (or analogous representatives), to, or from, as applicable, private-side lenders under the related Underlying Instruments.	Within three Business Days after the date on which such information is received by the Borrower, provided that (x) if such information is not delivered to private-side lenders within three Business Days after the date on which such information is required to be delivered to such private-side lenders under such Underlying Instruments, the Borrower shall use commercially reasonable efforts to promptly obtain such information; and (y) compliance with any applicable


	Form/Document/ Certificate	Date by which to be delivered
		confidentiality restrictions will be required before such delivery, and the Borrower (or the Services Provider or any of its affiliates on its behalf) will use their best efforts to enable the Lenders to deliver applicable confidentiality agreements or otherwise to comply with such restrictions. Such information shall be made available in the Transaction Data Room.

(6)	For each Collateral Obligation, Draft Instruments, IC Memorandum, Underlying Instruments and other Diligence Information delivered to the Collateral Custodian hereunder or otherwise requested by any Lender, provided in each case that such documents are in the possession of the Borrower or the Services Provider.	At the times required for delivery of such material to the Collateral Custodian hereunder or three Business Days following a request by a Lender, as applicable. Such material shall be made available in the Transaction Data Room.

(7)	A copy of each Commitment to Acquire a Collateral Obligation entered into by the Borrower from time to time	Within three Business Days following execution. Such Commitment shall be made available in the Transaction Data Room.

(8)	With respect to each Collateral Obligation, the Services Provider’s determination of the value thereof.	(a) Within five Business Days after the end of each calendar quarter; (b) within five Business Days of the reasonable request therefor by the Administrative Agent; and (c) within five Business Days after the Services Provider has reduced its determination of the value of such Collateral Obligation by 10% or more (from the most recent date as of such the Services Provider’s value of such Collateral Obligation was provided to the Administrative Agent).

(9)	A Compliance Certificate	Within five Business Days after each Compliance Certificate Calculation Date.


	Page

ARTICLE I DEFINITIONS		1
SECTION 1.1 Definitions		1
SECTION 1.2 Other Terms		3
SECTION 1.3 Computation of Time Periods		3
SECTION 1.4 Interpretation		3
SECTION 1.5 References		4
ARTICLE II CONVEYANCES OF TRANSFERRED ASSETS		4
SECTION 2.1 Conveyances		4
SECTION 2.2 Indemnification		6
SECTION 2.3 Assignments		6
SECTION 2.4 Actions Pending Completion of Conveyance		7
ARTICLE III CONSIDERATION AND PAYMENT; REPORTING		7
SECTION 3.1 Purchase Price		7
SECTION 3.2 Payment of Purchase Price		7
ARTICLE IV REPRESENTATIONS AND WARRANTIES		8
SECTION 4.1 Seller’s Representations and Warranties		8
SECTION 4.2 Reaffirmation of Representations and Warranties by the Seller; Notice of Breach		11
ARTICLE V COVENANTS OF THE SELLER		11
SECTION 5.1 Covenants of the Seller		11
SECTION 5.2 Covenant of the Purchaser		12
ARTICLE VI CONDITIONS PRECEDENT		13
SECTION 6.1 Conditions Precedent		13
ARTICLE VII MISCELLANEOUS PROVISIONS		13
SECTION 7.1 Amendments, Etc.		13
SECTION 7.2 Governing Law: Submission to Jurisdiction; Waiver of Jury Trial		13
SECTION 7.3 Notices		15
SECTION 7.4 Severability of Provisions		15
SECTION 7.5 Further Assurances		15
SECTION 7.6 No Waiver; Cumulative Remedies		15


	Page

SECTION 7.7 Counterparts		15
SECTION 7.8 Non-Petition		16
SECTION 7.9 Transfer of Seller’s Interest		16
SECTION 7.10 Binding Effect; Third-Party Beneficiaries		16
SECTION 7.11 Merger and Integration		16
SECTION 7.12 Headings		16


OWL ROCK TECHNOLOGY FINANCE CORP.

By:
		Name:
		Title:


Very truly yours,

OWL ROCK TECHNOLOGY FINANCE CORP.

By:
		Name:
		Title:


OWL ROCK TECHNOLOGY FINANCE CORP.,
as Seller

By:
		Name:
		Title:

ORTF FUNDING I LLC,
as Purchaser

By:
		Name:
		Title:


ORTF FUNDING I LLC, as the Borrower

By:
		Name:
		Title:

GOLDMAN SACHS BANK USA, as Administrative Agent and Calculation Agent

By:
		Name:
		Title: Managing Director


STATE STREET BANK AND TRUST COMPANY, as Collateral Agent

By:
		Name:
		Title: