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10-Q

Blue Owl Technology Finance Corp. (OTF)

10-Q 2021-08-12 For: 2021-06-30
View Original
Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended June 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

Commission File Number 000-55977

OWL ROCK TECHNOLOGY FINANCE CORP.

(Exact name of Registrant as specified in its Charter)

Maryland 83-1273258
(State or other jurisdiction of<br><br><br>incorporation or organization) (I.R.S. Employer<br><br><br>Identification No.)
399 Park Avenue, 38^th^ Floor, New York, New York 10022
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 419-3000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
None None None

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES ☒  NO ☐

Indicate by check mark whether the Registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    YES ☐  NO ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐Emerging growth company ☐Small reporting company ☐

Non-accelerated filer ☒Accelerated filer☐

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

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

As of August 12, 2021, the registrant had 143,068,612 shares of common stock, $0.01 par value per share, outstanding.

i

Table of Contents

Page
PART I CONSOLIDATED FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements 2
Consolidated Statements of Assets and Liabilities as of June 30, 2021 (Unaudited) and December 31, 2020 2
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020 (Unaudited) 3
Consolidated Schedules of Investments as of June 30, 2021 (Unaudited) and December 31, 2020
Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June 30, 2021 and 2020 (Unaudited) 19
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (Unaudited) 20
Notes to Consolidated Financial Statements (Unaudited) 21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 50
Item 3. Quantitative and Qualitative Disclosures About Market Risk 83
Item 4. Controls and Procedures 84
PART II OTHER INFORMATION
Item 1. Legal Proceedings 85
Item 1A. Risk Factors 85
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 89
Item 3. Defaults Upon Senior Securities 89
Item 4. Mine Safety Disclosures 89
Item 5. Other Information 89
Item 6. Exhibits 91
Signatures 92

ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Owl Rock Technology Finance Corp. (the “Company,” “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

• an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
• an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;
--- ---
• an economic downturn could also impact availability and pricing of our financing 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 novel strain of coronavirus known as “COVID-19” and related changes in base interest rates and significant market volatility on our business, our portfolio companies, our industry and the global economy;
--- ---
• interest rate volatility, including the decommissioning of LIBOR, could adversely affect our results, particularly if we elect to use leverage as part of our investment strategy;
--- ---
• currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;
--- ---
• our future operating results;
--- ---
• our business prospects and the prospects of our portfolio companies including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic;
--- ---
• 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 qualify for and maintain our tax treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”);
--- ---
• the effect of legal, tax and regulatory changes including the Coronavirus Aid, Relief and Economic Security Act signed into law in December 2020 and the American Rescue Plan Act of 2021, signed into law in March 2021; and
--- ---
• other risks, uncertainties and other factors previously identified in the reports and other documents we have filed with the Securities and Exchange Commission (“SEC”).
--- ---

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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)

December 31, 2020
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of 3,958,010 and 2,915,096, respectively) 4,085,004 $ 2,957,337
Non-controlled, affiliated investments (amortized cost of 202,346 and 100,002, respectively) 211,849 100,000
Total investments at fair value (amortized cost of 4,160,356 and 3,015,098, respectively) 4,296,853 3,057,337
Cash 299,807 82,236
Interest receivable 26,921 17,304
Dividend income receivable 970 375
Subscription receivable 9,652 —
Prepaid expenses and other assets 1,609 611
Total Assets 4,635,812 $ 3,157,863
Liabilities
Debt (net of unamortized debt issuance costs of 40,600 and 35,079, respectively) 2,104,497 $ 1,614,118
Management fee payable 10,741 9,335
Distribution payable 33,848 21,107
Incentive fee payable 24,561 6,682
Payables to affiliates 2,054 2,271
Payable for investments purchased 109,750 —
Accrued expenses and other liabilities 14,549 7,471
Total Liabilities 2,300,000 $ 1,660,984
Commitments and contingencies (Note 7)
Net Assets
Common shares 0.01 par value, 500,000,000 shares authorized; 143,069,918 and<br>   100,586,224 shares issued and outstanding, respectively 1,431 $ 1,006
Additional paid-in-capital 2,137,461 1,449,943
Total distributable earnings (losses) 196,920 45,930
Total Net Assets 2,335,812 $ 1,496,879
Total Liabilities and Net Assets 4,635,812 $ 3,157,863
Net Asset Value Per Share 16.33 $ 14.88

All values are in US Dollars.

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,
2021 2020 2021 2020
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income $ 87,432 $ 36,512 $ 145,568 $ 68,959
Payment-in-kind interest income 8,407 3,679 15,971 4,713
Dividend income 29 — 29 —
Other income 664 340 1,155 1,586
Total investment income from non-controlled, non-affiliated investments 96,532 40,531 162,723 75,258
Investment income from non-controlled, affiliated investments:
Dividend income 2,370 — 2,666 —
Total investment income from non-controlled, affiliated investments 2,370 — 2,666 —
Total Investment Income 98,902 40,531 165,389 75,258
Expenses
Interest expense $ 22,347 $ 6,149 $ 42,304 $ 13,783
Management fees 10,741 7,788 21,298 15,198
Incentive fees 16,085 2,424 23,670 4,181
Professional fees 1,750 1,315 3,350 2,400
Directors' fees 274 227 509 450
Other general and administrative 1,111 741 1,755 1,357
Total Expenses 52,308 18,644 92,886 37,369
Net Investment Income (Loss) Before Taxes 46,594 21,887 72,503 37,889
Excise tax expense 2,836 71 3,327 258
Net Investment Income (Loss) After Taxes 43,758 21,816 69,176 37,631
Net Change in Unrealized Gain (Loss)
Non-controlled, non-affiliated investments $ 41,582 $ 44,306 $ 84,366 $ (11,684 )
Non-controlled, affiliated investments 9,508 — 9,505 —
Translation of assets and liabilities in foreign currencies 2 13 (955 ) 3
Total Net Change in Unrealized Gain (Loss) 51,092 44,319 92,916 (11,681 )
Net Realized Gain (Loss):
Non-controlled, non-affiliated investments $ 49,900 $ (1 ) $ 49,974 $ (28 )
Foreign currency transactions 10 (2 ) 964 (3 )
Total Net Realized Gain (Loss) 49,910 (3 ) 50,938 (31 )
Net Increase (Decrease) in Net Assets Resulting from Operations $ 144,760 $ 66,132 $ 213,030 $ 25,919
Earnings (Loss) Per Share - Basic and Diluted $ 1.22 $ 0.78 $ 1.91 $ 0.36
Weighted Average Shares Outstanding - Basic and Diluted 118,956,651 84,960,548 111,369,687 71,286,147

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, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

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 and defense
Peraton Corp.^(4)(5)(13)^ Second lien senior secured loan L + 7.75% 2/1/2029 87,500 $ 86,213 $ 86,188 3.7 %
87,500 86,213 86,188 3.7 %
Application Software
Apptio, Inc.^(4)(8)(13)^ First lien senior secured loan L + 7.25% 1/10/2025 59,901 58,912 59,901 2.6 %
Apptio, Inc.^(4)(8)(13)(15)^ First lien senior secured revolving loan L + 7.25% 1/10/2025 1,308 1,269 1,308 0.1 %
Certify, Inc.^(4)(5)^ First lien senior secured loan L + 5.75% 2/28/2024 57,039 56,603 57,039 2.4 %
Certify, Inc.^(4)(5)(15)^ First lien senior secured revolving loan L + 5.75% 2/28/2024 570 555 570 - %
Diligent Corporation^(4)(7)^ First lien senior secured loan L + 6.25% 8/4/2025 22,708 22,275 22,424 1.0 %
Diligent Corporation^(4)(15)(16)(17)^ First lien senior secured delayed draw term loan L + 6.25% 2/4/2022 - (94 ) (57 ) - %
Diligent Corporation^(4)(15)(16)^ First lien senior secured revolving loan L + 6.25% 8/4/2025 - (31 ) (19 ) - %
Granicus, Inc.^(4)(5)(13)^ First lien senior secured loan L + 6.25% 1/29/2027 28,734 28,078 28,160 1.2 %
Granicus, Inc.^(4)(13)(15)(16)(17)^ First lien senior secured delayed draw term loan L + 6.50% 1/30/2023 - (18 ) (14 ) - %
Granicus, Inc.^(4)(13)(15)(16)(17)^ First lien senior secured delayed draw term loan L + 6.00% 1/30/2023 - (54 ) (56 ) - %
Granicus, Inc.^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 6.25% 1/29/2027 - (59 ) (52 ) - %
GS Acquisitionco, Inc. (dba insightsoftware)^(4)(8)^ First lien senior secured loan L + 5.75% 5/24/2024 45,001 44,606 44,664 1.9 %
GS Acquisitionco, Inc. (dba insightsoftware)^(4)(7)(15)(16)(17)^ First lien senior secured delayed draw term loan L + 5.75% 4/1/2022 - (8 ) (4 ) - %
GS Acquisitionco, Inc. (dba insightsoftware)^(4)(8)(15)^ First lien senior secured revolving loan L + 5.75% 5/24/2024 1,327 1,304 1,306 0.1 %
MessageBird BidCo B.V.^(4)(7)(13)(22)^ First lien senior secured loan L + 6.75% 5/5/2027 120,000 117,401 117,324 5.0 %
The Ultimate Software Group, Inc.^(4)(7)(13)^ Second lien senior secured loan L + 6.75% 5/3/2027 2,500 2,478 2,550 0.1 %
Velocity HoldCo III Inc. (dba Velocity EHS)^(4)(7)(13)^ First lien senior secured loan L + 5.75% 4/22/2027 41,667 40,754 40,729 1.7 %
Velocity HoldCo III Inc. (dba Velocity EHS)^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 5.75% 4/22/2026 - (54 ) (56 ) - %
380,755 373,917 375,717 16.1 %
Banks
AxiomSL Group, Inc.^(4)(7)(13)^ First lien senior secured loan L + 6.50% 12/3/2027 106,726 105,228 106,193 4.5 %
AxiomSL Group, Inc.^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 6.50% 12/3/2025 - (169 ) (64 ) - %
106,726 105,059 106,129 4.5 %

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(19)(23)^ Investment Interest Maturity Date Par / Units Amortized Cost^(2)(3)^ Fair Value Percentage of Net Assets
Capital Markets
Robinhood Markets, Inc.^(18)(22)(25)^ Convertible note 6.00% PIK N/A 62,500 62,535 76,159 3.3 %
62,500 62,535 76,159 3.3 %
Commercial Services & Supplies
Dude Solutions Holdings, Inc.^(4)(8)^ First lien senior secured loan L + 7.50% 6/13/2025 58,552 57,600 58,112 2.5 %
Dude Solutions Holdings, Inc.^(4)(7)^ First lien senior secured loan L + 7.50% 11/30/2026 14,024 13,615 13,919 0.6 %
Dude Solutions Holdings, Inc.^(4)(15)(16)^ First lien senior secured revolving loan L + 7.50% 6/13/2025 - (103 ) (52 ) - %
72,576 71,112 71,979 3.1 %
Construction & Engineering
Dodge Data & Analytics LLC^(4)(11)(13)^ First lien senior secured loan P + 6.50% 4/14/2026 50,001 49,034 49,001 2.1 %
Dodge Data & Analytics LLC^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 7.50% 4/14/2026 - (55 ) (58 ) - %
50,001 48,979 48,943 2.1 %
Diversified Consumer Services
Instructure, Inc.^(4)(5)(13)^ First lien senior secured loan L + 5.50% 3/24/2026 105,949 104,483 105,949 4.5 %
Instructure, Inc.^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 5.50% 3/24/2026 - (73 ) - - %
Litera Bidco LLC^(4)(5)(13)^ First lien senior secured loan L + 5.75% 5/29/2026 157,487 155,729 157,487 6.7 %
Litera Bidco LLC^(4)(5)(13)(15)(17)^ First lien senior secured delayed draw term loan L + 6.00% 10/29/2022 2,887 2,799 2,887 0.1 %
Litera Bidco LLC^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 5.75% 5/30/2025 - (73 ) - - %
Paysimple, Inc.^(4)(5)^ First lien senior secured loan L + 5.50% 8/23/2025 44,507 43,939 44,507 1.9 %
Paysimple, Inc.^(4)(5)^ First lien senior secured delayed draw term loan L + 5.50% 8/23/2025 14,485 14,266 14,485 0.6 %
Relativity ODA LLC^(4)(5)(13)^ First lien senior secured loan L + 7.50% 5/12/2027 113,377 111,719 111,676 4.8 %
Relativity ODA LLC^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 6.50% 5/12/2027 - (165 ) (169 ) - %
Transact Holdings, Inc.^(4)(5)(13)^ First lien senior secured loan L + 4.75% 4/30/2026 8,843 8,745 8,732 0.4 %
447,535 441,369 445,554 19.0 %
Diversified Financial Services
Hg Genesis 8 Sumoco Limited^(4)(8)(13)(22)^ Unsecured facility G + 6.00% (incl. 6.00% PIK) 8/28/2025 71,683 68,467 72,938 3.1 %
Hg Saturn Luchaco Limited^(4)(7)(13)(22)^ Unsecured facility G + 7.50% (incl. 7.50% PIK) 3/30/2026 124,331 123,365 125,263 5.4 %
Smarsh Inc.^(4)(7)^ First lien senior secured loan L + 8.25% 11/20/2025 31,950 31,374 31,631 1.4 %
227,964 223,206 229,832 9.9 %
Energy Equipment & Services
3ES Innovation Inc. (dba Aucerna)^(4)(7)(13)(22)^ First lien senior secured loan L + 6.75% 5/13/2025 72,437 71,715 71,531 3.1 %

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(19)(23)^ Investment Interest Maturity Date Par / Units Amortized Cost^(2)(3)^ Fair Value Percentage of Net Assets
3ES Innovation Inc. (dba Aucerna)^(4)(13)(15)(16)(22)^ First lien senior secured revolving loan L + 6.75% 5/13/2025 - (37 ) (57 ) - %
Project Power Buyer, LLC (dba PEC-Veriforce)^(4)(7)(13)^ First lien senior secured loan L + 6.25% 5/14/2026 53,320 52,765 53,187 2.3 %
Project Power Buyer, LLC (dba PEC-Veriforce)^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 6.25% 5/14/2025 - (30 ) (9 ) - %
125,757 124,413 124,652 5.4 %
Health Care Technology
VVC Holdings Corp. (dba Athenahealth, Inc.)^(4)(7)(13)(14)^ First lien senior secured loan L + 4.25% 2/11/2026 19,645 19,367 19,688 0.8 %
Definitive Healthcare Holdings, LLC^(4)(7)(13)^ First lien senior secured loan L + 5.25% 7/16/2026 98,378 97,641 98,378 4.2 %
Definitive Healthcare Holdings, LLC^(4)(7)(13)(15)(17)^ First lien senior secured delayed draw term loan L + 5.25% 7/16/2021 3,884 3,759 3,884 0.2 %
Definitive Healthcare Holdings, LLC^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 5.25% 7/16/2024 - (33 ) - - %
Hyland Software, Inc.^(4)(5)^ Second lien senior secured loan L + 6.25% 7/7/2025 94,842 94,801 95,155 4.1 %
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)^(4)(7)(13)(22)^ First lien senior secured loan L + 6.25% 2/20/2026 120,720 119,438 119,512 5.1 %
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)^(4)(7)(13)(15)(17)(22)^ First lien senior secured delayed draw term loan L + 6.25% 8/16/2021 5,333 5,238 5,251 0.2 %
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)^(4)(7)(13)(15)(22)^ First lien senior secured revolving loan L + 6.25% 2/20/2026 1,501 1,429 1,426 0.1 %
Interoperability Bidco, Inc.^(4)(8)(13)^ First lien senior secured loan L + 5.75% 6/25/2026 94,570 93,671 92,679 4.0 %
Interoperability Bidco, Inc.^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 5.75% 6/25/2024 - (37 ) (100 ) - %
Datix Bidco Limited (dba RLDatix)^(4)(8)(13)(22)^ First lien senior secured loan L + 5.00% 4/28/2025 10,000 9,794 9,850 0.4 %
Datix Bidco Limited (dba RLDatix)^(4)(8)(13)(22)^ Second lien senior secured loan L + 8.50% 4/27/2026 20,000 19,552 19,700 0.8 %
468,873 464,620 465,423 19.9 %
Hotels, Restaurants & Leisure
MINDBODY, Inc.^(4)(8)(13)^ First lien senior secured loan L + 8.50% (incl. 1.50% PIK) 2/14/2025 68,975 68,527 65,699 2.8 %
MINDBODY, Inc.^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 7.00% 2/14/2025 - (43 ) (339 ) - %
68,975 68,484 65,360 2.8 %
Household Durables
BCTO BSI Buyer, Inc. (dba Buildertrend)^(4)(7)(13)^ First lien senior secured loan L + 7.00% 12/23/2026 62,500 61,918 62,187 2.7 %
BCTO BSI Buyer, Inc. (dba Buildertrend)^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 7.00% 12/23/2026 - (69 ) (38 ) - %
62,500 61,849 62,149 2.7 %
Insurance
Asurion, LLC^(4)(5)(13)(14)^ Second lien senior secured loan L + 5.25% 1/31/2028 10,833 10,587 10,910 0.5 %
Integrity Marketing Acquisition, LLC^(4)(8)(13)^ First lien senior secured loan L + 5.50% 8/27/2025 55,419 54,725 55,142 2.4 %

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(19)(23)^ Investment Interest Maturity Date Par / Units Amortized Cost^(2)(3)^ Fair Value Percentage of Net Assets
Integrity Marketing Acquisition, LLC^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 5.50% 8/27/2025 - (39 ) (19 ) - %
66,252 65,273 66,033 2.9 %
Internet & Direct Marketing Retail
Walker Edison Furniture Company LLC^(4)(8)(13)^ First lien senior secured loan L + 5.75% 3/31/2027 49,875 49,153 49,376 2.1 %
49,875 49,153 49,376 2.1 %
IT Services
ConnectWise, LLC^(4)(5)(13)^ First lien senior secured loan L + 5.25% 2/28/2025 126,046 124,999 126,046 5.4 %
ConnectWise, LLC^(4)(5)(13)(15)^ First lien senior secured revolving loan L + 5.25% 2/28/2025 869 762 869 - %
Kaseya Inc.^(4)(7)^ First lien senior secured loan L + 7.00%  (incl. 3.00% PIK) 5/2/2025 36,873 36,411 36,873 1.6 %
Kaseya Inc.^(4)(7)(15)^ First lien senior secured revolving loan L + 6.50% 5/2/2025 1,201 1,169 1,201 0.1 %
Kaseya Inc.^(4)(7)(15)(17)^ First lien senior secured delayed draw term loan L + 7.00%  (incl. 3.00% PIK) 3/4/2022 1,124 1,091 1,124 - %
BCPE Nucleon (DE) SPV, LP^(4)(8)(13)^ First lien senior secured loan L + 7.00% 9/24/2026 133,333 131,485 132,333 5.7 %
Pluralsight, LLC^(4)(8)(13)^ First lien senior secured loan L + 8.00% 4/6/2027 117,500 116,360 116,090 5.0 %
Pluralsight, LLC^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 8.00% 4/6/2027 - (96 ) (120 ) - %
416,946 412,181 414,416 17.8 %
Life Sciences Tools & Services
Bracket Intermediate Holding Corp.^(4)(7)(13)^ First lien senior secured loan L + 4.25% 9/5/2025 395 370 394 - %
Bracket Intermediate Holding Corp.^(4)(7)(13)^ Second lien senior secured loan L + 8.13% 9/7/2026 20,000 19,707 19,850 0.8 %
20,395 20,077 20,244 0.8 %
Professional Services
Gerson Lehrman Group, Inc.^(4)(8)(13)^ First lien senior secured loan L + 4.75% 12/12/2024 45,498 45,160 45,498 1.9 %
Gerson Lehrman Group, Inc.^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 4.75% 12/12/2024 - (21 ) - - %
Thunder Purchaser, Inc. (dba Vector Solutions)^(4)(7)(13)^ First lien senior secured loan L + 5.75% 6/30/2028 85,185 84,333 84,333 3.6 %
Thunder Purchaser, Inc. (dba Vector Solutions)^(4)(13)(15)(17)^ First lien senior secured delayed draw term loan L + 5.75% 6/30/2023 - - - - %
Thunder Purchaser, Inc. (dba Vector Solutions)^(4)(11)(13)(15)(16)^ First lien senior secured revolving loan P + 4.75% 6/30/2027 - (79 ) (79 ) - %
130,683 129,393 129,752 5.5 %
Real Estate Management & Development
Reef Global, Inc. (fka Cheese Acquisition, LLC)^(4)(8)(13)^ First lien senior secured loan L + 6.0%  (incl. 1.25% PIK) 11/28/2024 37,326 37,044 35,646 1.5 %
Imperial Parking Canada^(4)(10)(13)^ First lien senior secured loan C + 6.00%  (incl. 1.25% PIK) 11/28/2024 7,924 7,397 7,568 0.3 %

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(19)(23)^ Investment Interest Maturity Date Par / Units Amortized Cost^(2)(3)^ Fair Value Percentage of Net Assets
Reef Global, Inc. (fka Cheese Acquisition, LLC)^(4)(5)(13)(15)^ First lien senior secured revolving loan L + 4.75% 11/28/2023 3,052 3,038 2,847 0.1 %
REALPAGE, Inc.^(4)(5)(13)^ Second lien senior secured loan L + 6.50% 4/23/2029 52,500 51,729 51,713 2.2 %
100,802 99,208 97,774 4.1 %
Systems Software
Acquia Inc.^(4)(8)^ First lien senior secured loan L + 7.00% 10/31/2025 110,246 109,398 110,246 4.7 %
Acquia Inc.^(4)(8)(15)^ First lien senior secured revolving loan L + 7.00% 10/31/2025 943 858 943 - %
Barracuda Networks, Inc.^(4)(7)(13)^ Second lien senior secured loan L + 6.75% 10/30/2028 7,500 7,430 7,481 0.3 %
Centrify Corporation^(4)(7)(13)^ First lien senior secured loan L + 6.00% 3/2/2028 80,510 78,564 78,497 3.4 %
Centrify Corporation^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 6.00% 3/2/2027 - (227 ) (204 ) - %
Circle Internet Services, Inc.^(4)(7)^ First lien senior secured loan L + 8.00% 5/22/2023 25,000 24,922 25,063 1.1 %
H&F Opportunities LUX III S.À R.L (dba Checkmarx)^(4)(8)(13)^ First lien senior secured loan L + 7.50% 4/16/2026 148,889 145,162 148,889 6.4 %
H&F Opportunities LUX III S.À R.L (dba Checkmarx)^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 7.50% 4/16/2026 - (598 ) - - %
Forescout Technologies, Inc.^(4)(7)(13)^ First lien senior secured loan L + 9.50% (incl. 9.50% PIK) 8/17/2026 81,447 80,280 81,040 3.5 %
Forescout Technologies, Inc.^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 8.50% 8/18/2025 - (120 ) (42 ) - %
Delta TopCo, Inc. (dba Infoblox, Inc.)^(4)(8)(13)^ Second lien senior secured loan L + 7.25% 12/1/2028 20,000 19,907 20,000 0.9 %
Ivanti Software, Inc.^(4)(7)^ Second lien senior secured loan L + 8.50% 12/1/2028 21,000 20,409 20,685 0.9 %
495,535 485,985 492,598 21.2 %
Thrifts & Mortgage Finance
Blend Labs, Inc.^(4)(13)^ First lien senior secured loan L + 7.50% 6/30/2026 112,500 109,750 109,913 4.7 %
Blend Labs, Inc.^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 7.50% 6/30/2026 - (125 ) (288 ) - %
112,500 109,625 109,625 4.7 %
Total non-controlled/non-affiliated portfolio company debt investments $ 3,554,650 $ 3,502,651 $ 3,537,903 151.6 %
Equity Investments
Aerospace & Defense
Space Exploration Technologies Corp.^(13)(18)(24)^ Class A Common Stock N/A N/A 16,377 6,891 6,878 0.3 %
Space Exploration Technologies Corp.^(13)(18)(24)^ Class C Common Stock N/A N/A 5,052 2,122 2,122 0.1 %
9,013 9,000 0.4 %
Application Software
EShares, Inc. (dba Carta)^(18)(24)^ Series E Preferred Stock N/A N/A 186,904 2,008 7,504 0.3 %
Diligent Preferred Issuer, Inc. (dba Diligent Corporation)^(13)(18)(24)^ Preferred Stock N/A N/A 15,000,000 14,630 14,625 0.6 %
MessageBird BidCo B.V.^(13)(18)(22)(24)^ Warrants N/A N/A 19,153 1,174 1,174 0.1 %

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(19)(23)^ Investment Interest Maturity Date Par / Units Amortized Cost^(2)(3)^ Fair Value Percentage of Net Assets
Nylas, Inc.^(18)(24)^ Series C Preferred Stock N/A N/A 2,088,467 15,002 15,000 0.6 %
32,814 38,303 1.6 %
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 5,000 0.2 %
5,000 5,000 0.2 %
Consumer Finance
Remitly Global, Inc ^(18)(24)^ Series E Preferred Stock N/A N/A 1,678,810 10,008 20,043 0.9 %
Remitly Global, Inc ^(18)(24)^ Series F Preferred Stock N/A N/A 1,093,421 10,000 13,054 0.6 %
20,008 33,097 1.5 %
Diversified Consumer Services
SLA Eclipse Co-Invest, L.P.^(18)(20)(24)^ Series B Preferred Stock N/A N/A 1,641,929 15,153 25,680 1.1 %
15,153 25,680 1.1 %
Hotels, Restaurants & Leisure
Toast, Inc.^(13)(18)(24)^ Warrants N/A N/A 1,217,038 42,580 42,580 1.8 %
42,580 42,580 1.8 %
Internet & Direct Marketing Retail
Kajabi Holdings, LLC^(18)(24)^ Senior Preferred Class D Units N/A N/A 4,126,175 50,018 50,000 2.1 %
Klaviyo, Inc.^(18)(24)^ Common Stock N/A N/A 1,198,270 40,011 40,000 1.7 %
Poshmark, Inc.^(14)(18)(24)^ Common Stock N/A N/A 303,529 5,162 14,056 0.6 %
95,191 104,056 4.4 %
IT Services
Replicated, Inc.^(18)(24)^ Series C Preferred Stock N/A N/A 1,277,832 20,000 20,000 0.9 %
20,000 20,000 0.9 %
Professional Services
Thunder Topco L.P. (dba Vector Solutions)^(13)(18)(24)^ Common Units N/A N/A 7,500,000 7,500 7,500 0.3 %
7,500 7,500 0.3 %
Systems Software
Algolia, Inc.^(18)(24)^ Series C Preferred Stock N/A N/A 970,281 10,000 26,181 1.1 %
Circle Internet Services, Inc.^(18)(24)^ Series D Preferred Stock N/A N/A 2,934,961 15,000 44,403 1.9 %
Circle Internet Services, Inc.^(18)(24)^ Series E Preferred Stock N/A N/A 821,806 6,917 13,069 0.6 %
Circle Internet Services, Inc.^(18)(24)^ Series F Preferred Stock N/A N/A 75,876 1,500 1,500 0.1 %
Circle Internet Services, Inc.^(18)(24)^ Warrants N/A N/A 244,580 - 2,099 0.1 %
Exabeam, Inc.^(13)(18)(24)^ Series F Preferred Stock N/A N/A 2,051,634 59,880 59,880 2.6 %
Exabeam, Inc.^(13)(18)(24)^ Common Stock N/A N/A 1,289,034 35,741 35,741 1.5 %
Help SP SCF Investor, LP^(18)(24)^ Preferred Stock N/A N/A 45,807,447 59,379 59,333 2.5 %
Illumio, Inc.^(18)(24)^ Series F Preferred Stock N/A N/A 2,483,618 16,683 16,679 0.7 %
205,100 258,885 11.1 %

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(19)(23)^ Investment Interest Maturity Date Par / Units Amortized Cost^(2)(3)^ Fair Value Percentage of Net Assets
Thrifts & Mortgage Finance
Blend Labs, Inc.^(13)(18)(24)^ Series G Preferred Stock N/A N/A 650,861 3,000 3,000 0.1 %
3,000 3,000 0.1 %
Total non-controlled/non-affiliated portfolio company equity investments $ 455,359 $ 547,101 23.4 %
Total non-controlled/non-affiliated portfolio company investments $ 3,958,010 $ 4,085,004 175.0 %
Non-controlled/affiliated portfolio company investments
Equity Investments
Application Software
SalesLoft, Inc.^(13)(18)(21)(24)^ Series E Preferred Stock N/A N/A 8,660,919 49,075 54,100 2.3 %
SalesLoft, Inc.^(13)(18)(21)(24)^ Common Stock N/A N/A 181,776 927 1,016 - %
UserZoom Technologies, Inc.^(13)(18)(21)^ Series B Preferred Stock 10.00% PIK N/A 12,000,769 50,003 54,662 2.3 %
100,005 109,778 4.6 %
Internet & Direct Marketing Retail
Signifyd Inc.^(18)(21)^ Series E Preferred Stock 9.00% PIK N/A 2,755,121 102,341 102,071 4.4 %
102,341 102,071 4.4 %
Total non-controlled/affiliated portfolio company equity investments $ 202,346 $ 211,849 9.0 %
Total non-controlled/affiliated portfolio company investments $ 202,346 $ 211,849 9.0 %
Total Investments $ 4,160,356 $ 4,296,853 184.0 %

________________

(1) Unless otherwise indicated, all investments are considered Level 3 investments and are income producing.
(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 June 30, 2021, the net estimated unrealized gain on investments for U.S. federal income tax purposes was $135.2 million based on a tax cost basis of $4.2 billion. As of June 30, 2021, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $7.1 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $142.3 million.
--- ---
(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”), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
--- ---
(5) The interest rate on these loans is subject to 1 month LIBOR, which as of June 30, 2021 was 0.10%.
--- ---
(6) The interest rate on these loans is subject to 2 month LIBOR, which as of June 30, 2021 was 0.13%.
--- ---
(7) The interest rate on these loans is subject to 3 month LIBOR, which as of June 30, 2021 was 0.15%.
--- ---
(8) The interest rate on these loans is subject to 6 month LIBOR, which as of June 30, 2021 was 0.16%.
--- ---
(9) The interest rate on these loans is subject to 12 month LIBOR, which as of June 30, 2021 was 0.25%.
--- ---
(10) The interest rate on these loans is subject to 6 month Canadian Dollar Offered Rate (“CDOR” or “C”), which as of June 30, 2021 was 0.55%.
--- ---
(11) The interest rate on these loans is subject to Prime, which as of June 30, 2021 was 3.25%.
--- ---
(12) The interest rate on this loan is subject to 6 month GBPLIBOR, which as of June 30, 2021 was 0.11%.
--- ---
(13) Represents co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company relies on 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.
--- ---

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

(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, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2021, the aggregate fair value of these securities is $835.1 million or 35.8% 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
Blend Labs, Inc. Series G Preferred Stock February 24, 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
Help SP SCF Investor, LP Preferred Stock April 28, 2021
Illumio, Inc. Series F Preferred Stock June 23, 2021
Kajabi Holdings, LLC Senior Preferred Class D Units March 24, 2021
Klaviyo, Inc. Common Stock May 4, 2021
MessageBird BidCo B.V. Warrants May 5, 2021
Nylas, Inc. Series C Preferred Stock June 3, 2021
Poshmark, Inc. Common Stock February 28, 2019
Remitly Global, Inc. Series E Preferred Stock May 30, 2019
Remitly Global, Inc. Series F Preferred Stock August 3, 2020
Replicated, Inc. Series C Preferred Stock June 30, 2021
Robinhood Markets, Inc. Convertible note February 1, 2021
SalesLoft, Inc. Common Stock December 24, 2020
SalesLoft, Inc. Series E Preferred Stock December 24, 2020
Signifyd Inc. Series E Preferred Stock April 8, 2021
Skyline Holdco B, Inc. (dba Dodge Data & Analytics) Series A Preferred Stock April 14, 2021
Space Exploration Technologies Corp. Class A Common Stock March 25, 2021
Space Exploration Technologies Corp. Class C Common Stock March 25, 2021
SLA Eclipse Co-Invest, L.P. Series B Preferred Stock September 30, 2019
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
(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 and CLO 2020-1.  See Note 6 “Debt”.
--- ---
(20) Series B Preferred Stock is held indirectly through ownership in SLA Eclipse Co-Invest, L.P.
--- ---

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

(21) 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 three months ended June 30, 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 June 30, 2021 Other Income Interest Income
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
UserZoom Technologies, Inc. $ 50,000 $ 1 $ — $ 4,661 $ — $ — $ 54,662 $ 595 $ —
SalesLoft, Inc. 50,000 2 — 5,114 — — 55,116 — —
Signifyd Inc. — 102,341 — (270 ) — — 102,071 2,071 —
Total $ 100,000 $ 102,344 $ — $ 9,505 $ — $ — $ 211,849 $ 2,666 $ —
(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.
--- ---
(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 June 30, 2021, non-qualifying assets represented 16.4% 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.
--- ---
(25) Contains a fixed-rate structure.
--- ---

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, 2020

(Amounts in thousands, except share amounts)

Company^(1)(19)^ Investment Interest Maturity Date Par / Units Amortized Cost^(2)(3)^ Fair Value Percentage of Net Assets
Portfolio company debt investments
Buildings and real estate
Reef Global, Inc. (fka Cheese Acquisition, LLC)^(4)(8)(13)^ First lien senior secured loan L + 6.0%  (incl. 1.25% PIK) 11/28/2024 $ 37,292 $ 36,931 $ 35,614 2.4 %
Reef Global, Inc. (fka Cheese Acquisition, LLC)^(4)(5)(13)(15)^ First lien senior secured revolving loan L + 4.75% 11/28/2023 3,052 3,026 2,847 0.2 %
Imperial Parking Canada^(4)(10)(13)^ First lien senior secured loan C + 6.25%  (incl. 1.25% PIK) 11/28/2024 7,708 7,378 7,361 0.5 %
48,052 47,335 45,822 3.1 %
Business services
Apptio, Inc.^(4)(8)(13)^ First lien senior secured loan L + 7.25% 1/10/2025 59,901 58,794 59,602 4.0 %
Apptio, Inc.^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 7.25% 1/10/2025 - (44 ) (16 ) - %
Certify, Inc.^(4)(5)^ First lien senior secured loan L + 5.75% 2/28/2024 57,039 56,529 56,753 3.8 %
Certify, Inc.^(4)(5)(15)^ First lien senior secured revolving loan L + 5.75% 2/28/2024 570 552 559 - %
Circle Internet Services, Inc.^(4)(7)^ First lien senior secured loan L + 8.00% 5/22/2023 25,000 24,903 25,000 1.7 %
ConnectWise, LLC^(4)(7)(13)^ First lien senior secured loan L + 5.25% 2/28/2025 126,689 125,512 126,689 8.4 %
ConnectWise, LLC^(4)(5)(13)(15)^ First lien senior secured revolving loan L + 5.25% 2/28/2025 3,476 3,354 3,476 0.2 %
Diligent Corporation^(4)(8)^ First lien senior secured loan L + 6.25% 8/4/2025 18,813 18,374 18,436 1.2 %
Diligent Corporation^(4)(15)(16)(17)^ First lien senior secured delayed draw term loan L + 6.25% 2/4/2022 - (105 ) (91 ) - %
Diligent Corporation^(4)(15)(16)^ First lien senior secured revolving loan L + 6.25% 8/4/2025 - (35 ) (30 ) - %
Hyland Software, Inc.^(4)(5)(13)^ Second lien senior secured loan L + 7.00% 7/7/2025 32,940 32,547 33,131 2.2 %
GS Acquisitionco, Inc. (dba insightsoftware)^(4)(7)^ First lien senior secured loan L + 5.75% 5/24/2024 40,704 40,303 40,092 2.7 %
GS Acquisitionco, Inc. (dba insightsoftware)^(4)(8)(15)(17)^ First lien senior secured delayed draw term loan L + 5.75% 12/2/2021 1,957 1,913 1,910 0.1 %
GS Acquisitionco, Inc. (dba insightsoftware)^(4)(15)(16)^ First lien senior secured revolving loan L + 5.75% 5/24/2024 - (27 ) (43 ) - %
Kaseya Traverse Inc.^(4)(8)^ First lien senior secured loan L + 7.00%  (incl. 3.00% PIK) 5/2/2025 36,336 35,824 36,065 2.4 %
Kaseya Traverse Inc.^(4)(8)(15)^ First lien senior secured revolving loan L + 6.50% 5/2/2025 1,201 1,165 1,182 0.1 %
Kaseya Traverse Inc.^(4)(15)(16)(17)^ First lien senior secured delayed draw term loan L + 7.00%  (incl. 3.00% PIK) 3/4/2022 - (29 ) - - %
Paysimple, Inc.^(4)(5)^ First lien senior secured loan L + 5.50% 8/23/2025 44,734 44,103 43,280 2.9 %
Paysimple, Inc.^(4)(5)^ First lien senior secured delayed draw term loan L + 5.50% 8/23/2025 14,558 14,312 14,085 0.9 %

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^(1)(19)^ Investment Interest Maturity Date Par / Units Amortized Cost^(2)(3)^ Fair Value Percentage of Net Assets
SURF HOLDINGS, LLC (dba Sophos Group plc)^(4)(7)(13)(22)^ Second lien senior secured loan L + 8.00% 3/6/2028 50,481 49,322 49,976 3.3 %
514,399 507,267 510,056 33.9 %
Data and information services
Barracuda Networks, Inc.^(4)(7)(13)^ Second lien senior secured loan L + 6.75% 10/30/2028 7,500 7,426 7,425 0.5 %
Delta TopCo, Inc. (dba Infoblox, Inc.)^(4)(8)(13)^ Second lien senior secured loan L + 7.25% 12/1/2028 20,000 19,902 19,900 1.3 %
Forescout Technologies, Inc.^(4)(7)(13)^ First lien senior secured loan L + 9.50%  (incl. 9.50% PIK) 8/17/2026 77,692 76,441 76,721 5.1 %
Forescout Technologies, Inc.^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 8.50% 8/18/2025 - (135 ) (104 ) - %
Granicus, Inc.^(4)(8)(13)^ First lien senior secured loan L + 8.00% 8/21/2026 65,097 63,544 65,749 4.4 %
Granicus, Inc.^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 7.00% 8/21/2026 - (97 ) - - %
H&F Opportunities LUX III S.À R.L (dba Checkmarx)^(4)(8)(13)(22)^ First lien senior secured loan L + 7.75% 4/16/2026 125,000 121,597 124,687 8.3 %
H&F Opportunities LUX III S.À R.L (dba Checkmarx)^(4)(13)(15)(16)(22)^ First lien senior secured revolving loan L + 7.75% 4/16/2026 - (660 ) (63 ) - %
Ivanti Software, Inc.^(4)(7)^ Second lien senior secured loan L + 8.50% 10/30/2028 21,000 20,379 20,370 1.4 %
Litera Bidco LLC^(4)(5)(13)^ First lien senior secured loan L + 5.25% 5/29/2026 121,053 119,613 120,449 8.0 %
Litera Bidco LLC^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 5.25% 5/30/2025 - (80 ) (41 ) - %
Maverick Bidco Inc.^(4)(8)^ First lien senior secured loan L + 6.25% 4/28/2023 29,502 28,690 28,910 1.9 %
Maverick Bidco Inc.^(4)(15)(16)(17)^ First lien senior secured delayed draw term loan L + 6.25% 11/6/2021 - (83 ) (136 ) - %
466,844 456,537 463,867 30.9 %
Education
Dude Solutions Holdings, Inc.^(4)(8)^ First lien senior secured loan L + 7.50% 6/13/2025 58,699 57,651 57,818 3.9 %
Dude Solutions Holdings, Inc.^(4)(7)^ First lien senior secured loan L + 7.50% 11/30/2026 14,059 13,609 13,848 0.9 %
Dude Solutions Holdings, Inc.^(4)(15)(16)^ First lien senior secured revolving loan L + 7.50% 6/13/2025 - (115 ) (104 ) - %
Instructure, Inc. ^(4)(7)(13)^ First lien senior secured loan L + 7.00% 3/24/2026 112,881 111,201 112,881 7.5 %
Instructure, Inc. ^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 7.00% 3/24/2026 - (81 ) - - %
Lightning Midco, LLC (dba Vector Solutions)^(4)(8)(13)^ First lien senior secured loan L + 5.50% 11/21/2025 103,058 102,301 102,543 6.9 %
Lightning Midco, LLC (dba Vector Solutions)^(4)(8)(13)(15)^ First lien senior secured revolving loan L + 5.50% 11/21/2023 3,272 3,214 3,222 0.2 %
291,969 287,780 290,208 19.4 %
eCommerce and digital marketplaces
Poshmark, Inc.^(18)^ Convertible Note 0% 9/15/2023 50,000 51,653 52,500 3.5 %
50,000 51,653 52,500 3.5 %
Financial services
AxiomSL Group, Inc.^(4)(7)(13)^ First lien senior secured loan L + 6.50% 12/3/2027 107,263 105,668 105,654 7.1 %

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^(1)(19)^ Investment Interest Maturity Date Par / Units Amortized Cost^(2)(3)^ Fair Value Percentage of Net Assets
AxiomSL Group, Inc.^(4)(7)(13)(15)(16)^ First lien senior secured revolving loan L + 6.50% 12/3/2025 - (188 ) (191 ) - %
Hg Genesis 8 Sumoco Limited^(4)(12)(13)(22)^ Unsecured Facility G+ 7.50% (incl. 7.50% PIK) 8/28/2025 68,347 65,713 69,373 4.6 %
Smarsh Inc.^(4)(7)^ First lien senior secured loan L + 8.25% 11/20/2025 31,950 31,323 31,311 2.1 %
Transact Holdings, Inc.^(4)(5)(13)^ First lien senior secured loan L + 4.75% 4/30/2026 8,888 8,781 8,688 0.6 %
216,448 211,297 214,835 14.4 %
Food and beverage
DoorDash, Inc.^(18)^ Convertible Note 10.00% PIK 3/1/2025 108,048 106,934 109,129 7.3 %
Toast, Inc.^(18)^ Convertible Note 8.50%  (incl. 4.25% PIK) 6/15/2027 153,382 152,154 157,600 10.4 %
261,430 259,088 266,729 17.7 %
Healthcare technology
VVC Holdings Corp. (dba Athenahealth, Inc.)^(4)(5)(13)(14)^ First lien senior secured loan L + 4.50% 2/11/2026 19,694 19,388 19,641 1.3 %
Bracket Intermediate Holding Corp.^(4)(7)(13)^ First lien senior secured loan L + 4.25% 9/5/2025 397 369 390 - %
Bracket Intermediate Holding Corp.^(4)(7)(13)^ Second lien senior secured loan L + 8.13% 9/7/2026 20,000 19,686 19,500 1.3 %
Datix Bidco Limited (dba RLDatix)^(4)(8)(13)(22)^ First lien senior secured loan L + 5.00% 4/19/2025 10,000 9,767 9,800 0.7 %
Datix Bidco Limited (dba RLDatix)^(4)(8)(13)(22)^ Second lien senior secured loan L + 8.50% 4/19/2026 20,000 19,516 19,600 1.3 %
Definitive Healthcare Holdings, LLC^(4)(7)(13)^ First lien senior secured loan L + 5.50% 7/16/2026 98,867 98,066 97,878 6.5 %
Definitive Healthcare Holdings, LLC^(4)(7)(13)(15)^ First lien senior secured delayed draw term loan L + 5.50% 7/16/2021 3,903 3,766 3,864 0.3 %
Definitive Healthcare Holdings, LLC^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 5.50% 7/16/2024 - (38 ) (54 ) - %
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)^(4)(7)(13)(22)^ First lien senior secured loan L + 6.25% 2/20/2026 87,452 86,472 86,141 5.8 %
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)^(4)(7)(13)(17)(22)^ First lien senior secured delayed draw term loan L + 6.25% 2/20/2026 3,017 2,984 2,971 0.2 %
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)^(4)(7)(13)(15)(22)^ First lien senior secured revolving loan L + 6.25% 2/20/2026 1,501 1,421 1,388 0.1 %
Interoperability Bidco, Inc.^(4)(7)(13)^ First lien senior secured loan L + 5.75% 6/25/2026 95,052 94,075 91,963 6.1 %
Interoperability Bidco, Inc.^(4)(13)(15)(16)(17)^ First lien senior secured delayed draw term loan L + 5.75% 6/25/2021 - (10 ) (213 ) - %
Interoperability Bidco, Inc.^(4)(7)(13)^ First lien senior secured revolving loan L + 5.75% 6/25/2024 5,000 4,957 4,838 0.3 %
Project Ruby Ultimate Parent Corp.^(4)(5)(13)^ First lien senior secured loan L + 4.25% 2/9/2024 11,737 11,562 11,561 0.8 %
Project Ruby Ultimate Parent Corp.^(4)(5)(13)^ Second lien senior secured loan L + 8.25% 2/9/2025 12,800 12,545 12,544 0.8 %
389,420 384,526 381,812 25.5 %

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^(1)(19)^ Investment Interest Maturity Date Par / Units Amortized Cost^(2)(3)^ Fair Value Percentage of Net Assets
Human resource support services
The Ultimate Software Group, Inc.^(4)(7)(13)^ Second lien senior secured loan L + 6.75% 5/3/2027 2,500 2,477 2,550 0.2 %
2,500 2,477 2,550 0.2 %
Insurance
Asurion, LLC^(4)(5)(13)(14)^ Second lien senior secured loan L + 6.50% 8/4/2025 23,186 22,466 23,332 1.6 %
Integrity Marketing Acquisition, LLC^(4)(8)(13)^ First lien senior secured loan L + 5.75% 8/27/2025 55,701 54,926 54,866 3.7 %
Integrity Marketing Acquisition, LLC^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 5.75% 8/27/2025 - (43 ) (56 ) - %
78,887 77,349 78,142 5.3 %
Internet and digital media
Acquia Inc.^(4)(8)^ First lien senior secured loan L + 7.00% 10/31/2025 110,246 109,317 109,694 7.3 %
Acquia Inc.^(4)(15)(16)^ First lien senior secured revolving loan L + 7.00% 10/31/2025 - (95 ) (59 ) - %
110,246 109,222 109,635 7.3 %
Leisure and entertainment
Airbnb, Inc.^(4)(7)^ First lien senior secured loan L + 7.50% 4/17/2025 24,875 24,320 26,865 1.8 %
MINDBODY, Inc.^(4)(8)(13)^ First lien senior secured loan L + 8.50%  (incl. 1.50% PIK) 2/14/2025 68,455 67,955 62,979 4.2 %
MINDBODY, Inc.^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 7.00% 2/14/2025 - (49 ) (572 ) - %
93,330 92,226 89,272 6.0 %
Manufacturing
BCTO BSI Buyer, Inc. (dba Buildertrend)^(4)(7)(13)^ First lien senior secured loan L + 7.00% 12/23/2026 62,500 61,877 61,875 4.1 %
BCTO BSI Buyer, Inc. (dba Buildertrend)^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 7.00% 12/23/2026 - (75 ) (75 ) - %
62,500 61,802 61,800 4.1 %
Oil and gas
3ES Innovation Inc. (dba Aucerna)^(4)(7)(13)(22)^ First lien senior secured loan L + 5.75% 5/13/2025 46,739 46,289 45,337 3.0 %
3ES Innovation Inc. (dba Aucerna)^(4)(13)(15)(16)(22)^ First lien senior secured revolving loan L + 5.75% 5/13/2025 - (42 ) (137 ) - %
Project Power Buyer, LLC (dba PEC-Veriforce)^(4)(7)(13)^ First lien senior secured loan L + 6.25% 5/14/2026 53,591 52,987 53,055 3.5 %
Project Power Buyer, LLC (dba PEC-Veriforce)^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 6.25% 5/14/2025 - (34 ) (38 ) - %
100,330 99,200 98,217 6.5 %
Professional services
Gerson Lehrman Group, Inc.^(4)(7)(13)^ First lien senior secured loan L + 4.75% 12/12/2024 45,731 45,348 45,731 3.1 %
Gerson Lehrman Group, Inc.^(4)(13)(15)(16)^ First lien senior secured revolving loan L + 4.25% 12/12/2024 - (24 ) - - %
45,731 45,324 45,731 3.1 %
Technology infrastructure
BCPE Nucleon (DE) SPV, LP^(4)(7)(13)^ First lien senior secured loan L + 7.00% 9/24/2026 150,000 147,765 147,750 9.9 %
150,000 147,765 147,750 9.9 %
Total portfolio company debt investments $ 2,882,086 $ 2,840,848 $ 2,858,926 190.8 %

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^(1)(19)^ Investment Interest Maturity Date Par / Units Amortized Cost^(2)(3)^ Fair Value Percentage of Net Assets
Portfolio company equity investments
Business services
Circle Internet Services, Inc.^(18)^ Series D Preferred Stock 2,934,961 $ 15,000 $ 26,415 1.8 %
Circle Internet Services, Inc.^(18)^ Series E Preferred Stock 821,806 6,917 7,396 0.5 %
Circle Internet Services, Inc.^(18)^ Warrants 244,580 - 1,188 0.1 %
SLA Eclipse Co-Invest, L.P.^(18)(20)^ Series B Preferred Stock 1,641,929 15,153 16,950 1.1 %
5,643,276 37,070 51,949 3.5 %
eCommerce and digital marketplaces
Poshmark, Inc.^(18)^ Common Stock 303,529 5,162 6,829 0.5 %
303,529 5,162 6,829 0.5 %
Financial services
eShares, Inc. (dba Carta)^(18)^ Series E Preferred Stock 186,904 2,008 3,106 0.2 %
Remitly Global, Inc ^(18)^ Series E Preferred Stock 1,678,810 10,008 13,689 0.9 %
Remitly Global, Inc ^(18)^ Series F Preferred Stock 1,093,421 10,000 10,000 0.7 %
2,959,135 22,016 26,795 1.8 %
Technology infrastructure
Algolia, Inc.^(18)^ Series C Preferred Stock 970,281 10,000 12,838 0.9 %
SalesLoft, Inc.^(13)(18)(21)^ Series E Preferred Stock 8,660,919 49,073 49,073 3.3 %
SalesLoft, Inc.^(13)(18)(21)^ Common Stock 181,776 927 927 0.1 %
UserZoom Technologies, Inc.^(13)(18)(21)^ Series B Preferred Stock 12,000,769 50,002 50,000 3.3 %
21,813,745 110,002 112,838 7.6 %
Total portfolio company equity investments $ 174,250 $ 198,411 13.4 %
Total Investments $ 3,015,098 $ 3,057,337 204.2 %

________________

(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, 2020, the net estimated unrealized gain on investments for U.S. federal income tax purposes was $41.0 million based on a tax cost basis of $3.0 billion. As of December 31, 2020, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $12.8 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $53.8 million.
--- ---
(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”), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
--- ---
(5) The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2020 was 0.14%.
--- ---
(6) The interest rate on these loans is subject to 2 month LIBOR, which as of December 31, 2020 was 0.19%.
--- ---
(7) The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2020 was 0.24%.
--- ---
(8) The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2020 was 0.26%.
--- ---
(9) The interest rate on these loans is subject to 12 month LIBOR, which as of December 31, 2020 was 0.34%.
--- ---
(10) The interest rate on these loans is subject to 6 month Canadian Dollar Offered Rate (“CDOR” or “C”), which as of December 31, 2020 was 0.62%.
--- ---
(11) The interest rate on these loans is subject to Prime, which as of December 31, 2020 was 3.25%.
--- ---
(12) The interest rate on this loan is subject to 6 month GBPLIBOR, which as of December 31, 2020 was 0.03%.
--- ---
(13) Represents co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company relies on from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”
--- ---

Owl Rock Technology Finance Corp.

Consolidated Schedule of Investments

As of December 31, 2020

(Amounts in thousands, except share amounts)

(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, 2020, the aggregate fair value of these securities is $517.6 million or 34.6% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
--- ---
Portfolio Company Investment Acquisition Date
--- --- ---
Algolia, Inc. Series C Preferred Stock August 30, 2019
Circle Internet Services, Inc. Series D Preferred Stock May 20, 2019
Circle Internet Services, Inc. Series E Preferred Stock February 28, 2020
Circle Internet Services, Inc. Warrants May 20, 2019
DoorDash, Inc. Convertible Note February 19, 2020
eShares, Inc. (dba Carta) Series E Preferred Stock August 1, 2019
Poshmark, Inc. Convertible Note September 15, 2020
Poshmark, Inc. Common Stock February 28, 2019
Remitly Global, Inc. Series E Preferred Stock May 30, 2019
Remitly Global, Inc. Series F Preferred Stock August 3, 2020
SalesLoft, Inc. Common Stock December 24, 2020
SalesLoft, Inc. Series E Preferred Stock December 24, 2020
SLA Eclipse Co-Invest, L.P. Series B Preferred Stock September 30, 2019
Toast, Inc. Convertible Note June 19, 2020
UserZoom Technologies, Inc. Series B Preferred Stock September 9, 2020
(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 and CLO 2020-1.  See Note 6 “Debt”.
--- ---
(20) Series B Preferred Stock is held indirectly through ownership in SLA Eclipse Co-Invest, L.P.
--- ---
(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, 2020 in which the Company was an Affiliated Person of the portfolio company are as follows:
--- ---
Company Fair Value at December 31, 2019 Gross Additions^(a)^ Gross Reductions^(b)^ Net Change in Unrealized Gain/(Loss) Realized Gain/(Loss) Transfers Fair Value at December 31, 2020 Other Income Interest Income
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
UserZoom Technologies, Inc. $ — $ 50,002 $ — $ (2 ) $ — $ — $ 50,000 $ 375 $ —
SalesLoft, Inc. — 50,000 — — — — 50,000 — —
Total $ — $ 100,002 $ — $ (2 ) $ — $ — $ 100,000 $ 375 $ —
(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, 2020, non-qualifying assets represented 12.8% of total assets as calculated in accordance with the regulatory requirements.
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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,
2021 2020 2021 2020
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss) $ 43,758 $ 21,816 $ 69,176 $ 37,631
Net change in unrealized gain (loss) 51,092 44,319 92,916 (11,681 )
Realized gain (loss) 49,910 (3 ) 50,938 (31 )
Net Increase (Decrease) in Net Assets Resulting from Operations 144,760 66,132 213,030 25,919
Distributions
Distributions declared from earnings (33,848 ) (19,675 ) (62,040 ) (34,106 )
Net Decrease in Net Assets Resulting from Shareholders' Distributions (33,848 ) (19,675 ) (62,040 ) (34,106 )
Capital Share Transactions
Issuance of common shares 425,000 424,840 674,991 636,226
Reinvestment of distributions 7,383 4,067 12,952 7,412
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions 432,383 428,907 687,943 643,638
Total Increase/(Decrease) in Net Assets 543,295 475,364 838,933 635,451
Net Assets, at beginning of period 1,792,517 937,259 1,496,879 777,172
Net Assets, at end of period $ 2,335,812 $ 1,412,623 $ 2,335,812 $ 1,412,623

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,
2021 2020
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations $ 213,030 $ 25,919
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net (1,837,028 ) (863,674 )
Proceeds from investments and investment repayments, net 767,982 177,676
Net amortization of discount on investments (13,215 ) (3,688 )
Net change in unrealized (gain) loss on investments (93,871 ) 11,684
Net change in unrealized (gains) losses on translation of assets and liabilities in foreign currencies 955 (3 )
Net realized (gain) loss on investments (49,974 ) 28
Net realized (gain) loss on foreign currency transactions relating to investments (5 ) 3
Paid-in-kind interest (10,946 ) (4,168 )
Paid-in-kind dividend (2,071 ) —
Amortization of debt issuance costs 4,109 1,583
Amortization of offering costs 201 159
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable (9,617 ) (5,117 )
(Increase) decrease in dividend income receivable (595 ) —
(Increase) decrease in prepaid expenses and other assets (1,126 ) 47
Increase (decrease) in management fee payable 1,406 977
Increase (decrease) in incentive fee payable 17,879 1,045
Increase (decrease) in payables to affiliates (217 ) (88 )
Increase (decrease) in payable for investments purchased 109,750 5,252
Increase (decrease) in accrued expenses and other liabilities 7,078 962
Net cash used in operating activities (896,275 ) (651,403 )
Cash Flows from Financing Activities
Borrowings on debt 1,732,557 1,131,850
Payments on debt (1,238,000 ) (1,011,500 )
Debt issuance costs (9,630 ) (389 )
Proceeds from issuance of common shares (net of change in subscriptions receivable) 665,339 636,226
Offering costs paid (73 ) (202 )
Distributions paid (36,347 ) (18,795 )
Net cash provided by financing activities 1,113,846 737,190
Net increase (decrease) in cash 217,571 85,787
Cash, beginning of period 82,236 142,363
Cash, end of period $ 299,807 $ 228,150
Supplemental and Non-Cash Information
Interest paid during the period $ 33,200 $ 11,161
Distributions declared during the period $ 62,040 $ 34,106
Reinvestment of distributions during the period $ 12,952 $ 7,412
Distribution payable $ 33,848 $ 19,675
Subscription receivable $ 9,652 $ —
Taxes, including excise tax, paid during the period $ 324 $ 108

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”). 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 are required to fund drawdowns to purchase shares of the Company’s common stock up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors. The initial closing of the Private Offering occurred on August 10, 2018 (the “Initial Closing”). Prior to the listing of our common stock on a national securities exchange (an “Exchange Listing”), the Adviser may, in its sole discretion, permit one or more additional closings (“Subsequent Closings”) as additional Capital Commitments are obtained (the conclusion of all Subsequent Closings, if any, the “Final Closing”). The “Commitment Period” will continue until the earlier of the (i) five year anniversary of the Final Closing and (ii) the seven year anniversary of the Initial Closing. If the Company has not consummated an Exchange Listing by the end of the Commitment Period, subject to extension of two additional one-year periods, in the sole discretion of the Board, the Board (subject to any necessary shareholder approvals and applicable requirements of the 1940 Act) will use its commercially reasonable efforts to wind down and/or liquidate and dissolve the Company in an orderly manner.

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;
--- ---
• Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee. Agreed upon valuation recommendations are presented to the Audit Committee;
--- ---

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

• 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 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
• 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

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

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 of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest represents accrued interest that is added to the principal amount of the investment on the respective interest payment dates rather than being paid in cash and generally becomes due at maturity.  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 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, 2021, 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 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 yield method, over the life of the related debt instrument. Debt issuance costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the Consolidated Statements of Assets and Liabilities as an asset until the debt liability is recorded.

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

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, 2020. The 2018 through 2019 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. Net realized long-term capital gains, if any, would be generally distributed at least annually, although the Company may decide to retain such capital gains for investment.

The Company has adopted a dividend reinvestment plan that provides for reinvestment of any cash distributions on behalf of shareholders, unless a shareholder elects to receive cash. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares to implement the dividend reinvestment plan.

Consolidation

As provided under Regulation S-X and ASC Topic 946 - Financial Services - Investment Companies, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company's wholly-owned subsidiaries in its consolidated financial statements.  All significant intercompany balances and transactions have been eliminated in consolidation.

New Accounting Pronouncements

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

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

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.

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. Under the terms of the Administration Agreement, the Adviser performs, or oversees the performance of, required administrative services, which include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others.

The Administration Agreement also provides that the Company reimburses the Adviser for certain organization costs incurred prior to the commencement of the Company’s operations, and for certain offering costs.

The Company reimburses the Adviser for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Adviser for any services performed for it by such affiliate or third party.

Unless earlier terminated as described below the amended and restated administration agreement 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, 2021 and 2020, the Company incurred expenses of approximately $0.7 million and $0.6 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the six months ended June 30, 2021 and 2020, the Company incurred expenses of approximately $1.1 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, 2021 and December 31, 2020, amounts reimbursable to the Adviser pursuant to the Administration Agreement were $2.1 million and $2.3 million, respectively.

Investment Advisory Agreement

The Company has entered into an amended and restated Investment Advisory Agreement (the “Investment Advisory Agreement”) with the Adviser. Under the terms of the Investment Advisory Agreement, the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring its investments, and monitoring its portfolio companies on an ongoing basis through a team of investment professionals.

The Adviser’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to the Company are not impaired.

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Unless earlier terminated as described below, the amended and restated investment advisory agreement 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 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, 2021 and 2020, management fees were $10.7 million and $7.8 million, respectively. For the six months ended June 30, 2021 and 2020, management fees were $21.3 million and $15.2 million, respectively.

Pursuant to the Investment Advisory Agreement, the Adviser is entitled to an incentive fee (“Incentive Fee”), which consists of two components that are independent of each other, with the result that one component may be payable even if the other is not.

The portion of the Incentive Fee based on income is determined and paid quarterly in arrears commencing with the first calendar quarter following the initial closing date, and equals (i) prior to an Exchange Listing, 100% of the pre- Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate”, until the Adviser has received 10% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.67% quarterly, 10% of all remaining pre- Incentive Fee net investment income for that calendar quarter, and (ii) subsequent to an Exchange Listing, 100% of the pre- Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 17.5% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-Incentive Fee net investment income for that calendar quarter. The 100% “catch-up” provision for pre-Incentive Fee net investment income in excess of the 1.5% “hurdle rate” is intended to provide the Adviser with an Incentive Fee of (i) prior to an Exchange Listing, 10% on all pre- Incentive Fee net investment income when that amount equals 1.67% in a calendar quarter (6.67% annualized), and (ii) subsequent to an Exchange Listing, 17.5% on all pre-Incentive Fee net investment income when that amount equals 1.82% in a calendar quarter (7.27% annualized), which, in each case, is the rate at which catch-up is achieved. Once the “hurdle rate” is reached and catch-up is achieved, (i) prior to an Exchange Listing, 10% of any pre-Incentive Fee net investment income in excess of 1.67% in any calendar quarter is payable to the Adviser, and (ii) subsequent to an Exchange Listing, 17.5% of any pre-Incentive Fee net investment income in excess of 1.82% in any calendar quarter is payable to the Adviser.

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

For the three months ended June 30, 2021 and 2020, the Company incurred incentive fees based on net investment income of $6.0 million and $2.4 million, respectively. For the six months ended June 30, 2021 and 2020, the Company incurred incentive fees based on net investment income of $9.3 million and $4.2 million, respectively.

The second component of the Incentive Fee, the “Capital Gains Incentive Fee,” payable at the end of each calendar year in arrears, equals, (i) prior to an Exchange Listing, 10% of cumulative realized capital gains from the initial closing date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the initial closing date to the end of each calendar year, and (ii) subsequent to an Exchange Listing, 17.5% of cumulative realized capital gains from the Listing Date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year. Each year, the fee paid for the Capital Gains Incentive Fee is net of the aggregate amount of any previously paid Capital Gains Incentive Fee for prior periods. 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, 2021, the Company incurred performance based incentive fees based on capital gains of $10.1 million and $14.4 million, respectively, of which $5.5 million and $9.8 million, respectively, were related to unrealized gains. The Company did not incur performance based incentive fees based on capital gains for the three and six months ended June 30, 2020.

Dealer Manager Agreement

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

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

Affiliated Transactions

The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company relies on exemptive relief that has been granted by the SEC to Owl Rock Capital Advisors LLC (“ORCA”) and certain of its affiliates to permit the Company to co-invest with other funds managed by the Adviser or its affiliates, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such exemptive relief, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching of the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, (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.

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 Company was permitted, subject to the satisfaction of certain conditions, to complete follow-on investments in its existing portfolio companies with certain private funds managed by the Adviser or its affiliates and covered by the Company’s exemptive relief, even if such private funds have not previously invested in such existing portfolio company. Without this order, private funds would generally not be able to participate in such follow-on investments with the Company unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the conditional

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

exemptive order has expired, the SEC’s Division of Investment Management has indicated that until March 31, 2022, it will 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 conditional exemptive order, pursuant to the same terms and conditions described therein. The Adviser is affiliated with ORCA, Owl Rock Private Fund Advisors LLC (“ORPFA”) and Owl Rock Diversified Advisors LLC (“ORDA”) together with ORCA, ORPFA and the Adviser, the “Owl Rock Advisers”, which are also investment advisers. The Owl Rock Advisers are indirect affiliates of Blue Owl and comprise "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, Owl Rock Capital Corporation, Owl Rock Capital Corporation II, Owl Rock Core Income Corp., which are BDCs advised by ORCA, Owl Rock Capital Corporation III, a BDC advised by ORDA, and/or other funds managed by the Adviser or its affiliates, (collectively, the “Owl Rock Clients”). As a result of exemptive relief, 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 exemptive relief 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 will have no legal right to the “Owl Rock” name or logo.

Note 4. Investments

Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, "non-affiliated investments" are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the consolidated schedule of investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments.

Investments at fair value and amortized cost consisted of the following as of June 30, 2021 and December 31, 2020:

June 30, 2021
($ in thousands) Amortized Cost Fair Value
First-lien senior secured debt investments $ 2,915,471 $ 2,929,311
Second-lien senior secured debt investments 332,813 334,232
Unsecured debt investments 254,367 274,360
Preferred equity investments^(1)^ 515,597 607,883
Common equity investments^(1)^ 142,108 151,067
Total Investments $ 4,160,356 $ 4,296,853

________________

(1) As of December 31, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.
December 31, 2020
--- --- --- --- ---
($ in thousands) Amortized Cost Fair Value
First-lien senior secured debt investments $ 2,258,128 $ 2,261,996
Second-lien senior secured debt investments 206,266 208,328
Unsecured debt investments 376,454 388,602
Equity investments 174,250 198,411
Total Investments $ 3,015,098 $ 3,057,337

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The Company uses GICS for classifying the industry groupings of its portfolio companies as of June 30, 2021. The industry composition of investments based on fair value as of June 30, 2021 was as follows:

June 30, 2021
Aerospace & Defense 2.2 %
Application Software 12.2
Banks 2.5
Capital Markets 1.8
Commercial Services & Supplies 1.7
Construction & Engineering 1.3
Consumer Finance 0.8
Diversified Consumer Services 11.0
Diversified Financial Services 5.3
Energy Equipment & Services 2.9
Health Care Technology 10.8
Hotels, Restaurants & Leisure 2.5
Household Durables 1.4
Insurance 1.5
Internet & Direct Marketing Retail 5.9
IT Services 10.1
Life Sciences Tools & Services 0.5
Professional Services 3.2
Real Estate Management & Development 2.3
Systems Software 17.5
Thrifts & Mortgage Finance 2.6
Total 100.0 %

The industry composition of investments based on fair value as of June 30, 2021 as compared to December 31, 2020 was as follows:

June 30, 2021 December 31, 2020
Aerospace and defense 2.2 % — %
Buildings and real estate 3.5 1.5
Business services 14.8 18.4
Data and information services 14.4 15.2
eCommerce and digital marketplaces 5.9 1.9
Education 9.0 9.5
Financial services 13.4 7.9
Food and beverage 1.0 8.7
Healthcare technology 9.1 12.5
Human resource support services 0.1 0.1
Insurance 1.5 2.6
Internet and digital media 2.6 3.6
Leisure and entertainment 1.5 2.9
Manufacturing 1.4 2.0
Oil and gas 2.9 3.2
Professional services 4.0 1.5
Technology Infrastructure 9.9 8.5
Telecommunications 2.8 —
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, 2021 and December 31, 2020 was as follows:

June 30, 2021 December 31, 2020
United States:
Midwest 12.3 % 7.8 %
Northeast 17.0 23.9
South 20.4 26.2
West 34.1 28.7
Canada 4.6 4.4
Guernsey 4.6 -
Israel 3.5 4.1
Netherlands 2.8 -
United Kingdom 0.7 4.9
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, 2021 and December 31, 2020:

Fair Value Hierarchy as of June 30, 2021
($ in thousands) Level 1 Level 2 Level 3 Total
First-lien senior secured debt investments $ — $ 19,688 $ 2,909,623 $ 2,929,311
Second-lien senior secured debt investments — 10,910 323,322 334,232
Unsecured debt investments — — 274,360 274,360
Preferred equity investments^(1)^ — — 607,883 607,883
Common equity investments^(1)^ — 14,056 137,011 151,067
Total Investments at fair value $ — $ 44,654 $ 4,252,199 $ 4,296,853

________________

(1) As of December 31, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.
Fair Value Hierarchy as of December 31, 2020
--- --- --- --- --- --- --- --- ---
($ in thousands) Level 1 Level 2 Level 3 Total
First-lien senior secured debt investments $ — $ 19,641 $ 2,242,355 $ 2,261,996
Second-lien senior secured debt investments — 23,332 184,996 208,328
Unsecured debt investments — — 388,602 388,602
Equity investments — — 198,411 198,411
Total Investments at fair value $ — $ 42,973 $ 3,014,364 $ 3,057,337

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, 2021 and 2020:

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^(2)^ Common equity investments^(2)^ 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

________________

(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.
(2) As of December 31, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.
--- ---
As of and for the Three Months Ended June 30, 2020
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
($ in thousands) First-lien senior secured debt investments Second-lien senior secured debt investments Unsecured debt investments Equity Total
Fair value, beginning of period $ 1,539,066 $ 101,775 $ 101,337 $ 70,885 $ 1,813,063
Purchases of investments, net 182,285 — 195,633 — 377,918
Payment-in-kind 771 — 2,508 — 3,279
Proceeds from investments, net (106,493 ) — — — (106,493 )
Net change in unrealized gain (loss) 33,499 2,192 (672 ) 7,299 42,318
Net realized gains (losses) (1 ) — — — (1 )
Net amortization of discount on investments 2,065 46 64 — 2,175
Transfers into (out of) Level 3^(1)^ (37,224 ) — — — (37,224 )
Fair value, end of period $ 1,613,968 $ 104,013 $ 298,870 $ 78,184 $ 2,095,035

________________

(1) Transfers between levels, if any, are recognized at the beginning of the period noted. For the three months ended June 30, 2020, 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

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, 2021 and 2020:

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^(2)^ Common equity investments^(2)^ 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.
(2) As of December 31, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.
--- ---
As of and for the Six Months Ended June 30, 2020
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
($ in thousands) First-lien senior secured debt investments Second-lien senior secured debt investments Unsecured debt investments Equity Total
Fair value, beginning of period $ 1,342,405 $ 19,600 $ — $ 57,453 $ 1,419,458
Purchases of investments, net 468,818 69,747 294,338 6,917 839,820
Payment-in-kind 1,326 — 2,842 — 4,168
Proceeds from investments, net (177,478 ) — — — (177,478 )
Net change in unrealized gain (loss) (24,529 ) (2,032 ) 1,603 13,814 (11,144 )
Net realized gains (losses) (28 ) — — — (28 )
Net amortization of discount on investments 3,454 62 87 — 3,603
Transfers into (out of) Level 3^(1)^ — 16,636 — — 16,636
Fair value, end of period $ 1,613,968 $ 104,013 $ 298,870 $ 78,184 $ 2,095,035

________________

(1) Transfers between levels, if any, are recognized at the beginning of the period noted. For the six months ended June 30, 2020, 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

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, 2021:

($ in thousands) Net change in unrealized gain (loss) for the Three Months Ended June 30, 2021 on Investments Held at June 30, 2021 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 $ 6,953 $ 14,966
Second-lien senior secured debt investments 543 1,137
Unsecured debt investments 17,326 16,333
Preferred equity investments^(1)^ 58,409 69,792
Common Equity investments^(1)^ 65 65
Total Investments $ 83,296 $ 102,293

________________

(1) As of December 31, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.

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, 2020:

($ in thousands) Net change in unrealized gain (loss) for the Three Months Ended June 30, 2020 on Investments Held at June 30, 2020 Net change in unrealized gain (loss) for the Six Months Ended June 30, 2020 on Investments Held at June 30, 2020
First-lien senior secured debt investments $ 31,400 $ (25,322 )
Second-lien senior secured debt investments 2,193 (2,030 )
Unsecured debt investments (672 ) 1,603
Equity investments 7,299 13,814
Total Investments $ 40,220 $ (11,935 )

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, 2021 and December 31, 2020. 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, 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 $ 2,281,327 Yield Analysis Market Yield 5.1%-12.3% (5.6%) Decrease
628,296 Recent Transaction Transaction Price 97.7%-100.0% (98.3%) Increase
Second-lien senior secured debt investments^(1)^ $ 90,266 Yield Analysis Market Yield 6.7%-11.0% (9.8%) Decrease
137,901 Recent Transaction Transaction Price 98.5%-98.5% (98.5%) Increase
Unsecured debt investments $ 274,360 Yield Analysis Market Yield 6.0%-8.8% (7.4%) Decrease
Preferred equity investments^(2)^ $ 221,040 Market Approach Revenue Multiple 5.3x-23.6x (13.3x) Increase
67,075 Market Approach Transaction Price $8.58-$40.15 ($17.87) Increase
294,088 Recent Transaction Transaction Price $0.98-$37.05 ($20.99) Increase
25,680 Yield Analysis Market Yield 9.8% (9.8%) Decrease
Common equity investments^(2)^ $ 1,016 Market Approach Revenue Multiple 10.8x (10.8x) Increase
2,122 Market Approach Transaction Price $419.99 ($419.99) Increase
133,873 Recent Transaction Transaction Price $1.00-$419.99 ($39.87) Increase

________________

(1) Excludes Level 3 investments with an aggregate fair value amounting to $95,155, which the Company valued using indicative bid prices obtained from brokers.
(2) As of December 31, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.
--- ---

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

As of December 31, 2020
($ in thousands) Fair Value Valuation Technique Unobservable Input Range (Weighted Average) Impact to Valuation from an Increase in Input
First-lien senior secured debt investments $ 1,884,470 Yield Analysis Market Yield 5.0%-13.4% (8.4%) Decrease
357,885 Recent Transaction Transaction Price 98.0%-99.0% (98.5%) Increase
Second-lien senior secured debt investments^(1)^ $ 91,626 Yield Analysis Market Yield 6.9%-12.0% (10.4%) Decrease
60,239 Recent Transaction Transaction Price 97.0%-99.5% (98.3%) Increase
Unsecured debt investments $ 388,602 Yield Analysis Market Yield 8.1%-17.6% (11.4%) Decrease
Equity investments $ 16,950 Yield Analysis Market Yield 10.1% (10.1%) Decrease
50,000 Recent Transaction Transaction Price $5.10 - $5.67 ($5.66) Increase
131,461 Market Approach Revenue Multiple 5.1x-24.3x (8.7x) Increase

________________

(1) Excludes Level 3 investments with an aggregate fair value amounting to $33,131, 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, 2021 and December 31, 2020:

June 30, 2021 December 31, 2020
($ in thousands) Net Carrying<br><br><br>Value^(1)^ Fair Value Net Carrying<br><br><br>Value^(2)^ Fair Value
Subscription Credit Facility $ 7,249 $ 7,249 $ 103,970 $ 103,970
Revolving Credit Facility 354,561 354,561 62,037 62,037
SPV Asset Facility I 286,498 286,498 286,309 286,309
June 2025 Notes 205,501 243,075 205,011 235,200
December 2025 Notes 392,659 440,000 391,931 418,000
June 2026 Notes 367,920 394,688 367,804 376,875
January 2027 Notes 292,917 300,000 — —
CLO 2020-1 197,192 197,192 197,056 197,056
Total Debt $ 2,104,497 $ 2,223,263 $ 1,614,118 $ 1,679,447

________________

(1) The carrying value of the Company’s Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, June 2025 Notes, December 2025 Notes, June 2026 Notes, January 2027 Notes, and CLO 2020-1 are presented net of unamortized debt issuance costs of $0.8 million, $7.5 million, $3.5 million, $4.5 million, $7.3 million, $7.1 million, $7.1 million and $2.8 million, respectively.
(2) The carrying value of the Company’s Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, June 2025 Notes, December 2025 Notes, June 2026 Notes, and CLO 2020-1 are presented net of unamortized debt issuance costs of $1.9 million, $6.3 million, $3.7 million, $5.0 million, $8.1 million, $7.2 million, $2.9 million, respectively.
--- ---

Financial Instruments Not Carried at Fair Value

As of June 30, 2021 and December 31, 2020, 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 203% and 191% as of June 30, 2021 and December 31, 2020, respectively.

Debt obligations consisted of the following as of June 30, 2021 and December 31, 2020:

June 30, 2021
($ in thousands) Aggregate Principal Committed Outstanding Principal Amount Available^(1)^ Net Carrying Value^(2)(3)(4)(5)(6)(7)(8)(9)^
Subscription Credit Facility $ 700,000 $ 8,075 $ 447,012 $ 7,249
Revolving Credit Facility 1,040,000 362,022 677,978 354,561
SPV Asset Facility I 300,000 290,000 10,000 286,498
June 2025 Notes 210,000 210,000 — 205,501
December 2025 Notes 400,000 400,000 — 392,659
June 2026 Notes 375,000 375,000 — 367,920
January 2027 Notes 300,000 300,000 — 292,917
CLO 2020-1 200,000 200,000 — 197,192
Total Debt $ 3,525,000 $ 2,145,097 $ 1,134,990 $ 2,104,497

________________

(1) The amount available reflects any limitations related to each credit facility’s borrowing base.
(2) The carrying value of the Company’s Subscription Credit Facility is presented net of unamortized debt issuance costs of $0.8 million.
--- ---

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

(3) The carrying value of the Company’s Revolving Credit Facility is presented net of unamortized debt issuance costs of $7.5 million.
(4) The carrying value of the Company’s SPV Asset Facility I is presented net of unamortized debt issuance costs of $3.5 million.
--- ---
(5) The carrying value of the Company’s June 2025 Notes is presented net of unamortized debt issuance costs of $4.5 million.
--- ---
(6) The carrying value of the Company’s December 2025 Notes is presented net of unamortized debt issuance costs of $7.3 million.
--- ---
(7) The carrying value of the Company’s June 2026 Notes is presented net of unamortized debt issuance costs of $7.1 million.
--- ---
(8) The carrying value of the Company’s January 2027 Notes is presented net of unamortized debt issuance costs of $7.1 million.
--- ---
(9) The carrying value of the Company’s CLO 2020-1 is presented net of unamortized debt issuance costs of $2.8 million.
--- ---
December 31, 2020
--- --- --- --- --- --- --- --- ---
($ in thousands) Aggregate Principal Committed Outstanding Principal Amount Available^(1)^ Net Carrying Value^(2)(3)(4)(5)(6)(7)(8)^
Subscription Credit Facility $ 700,000 $ 105,849 $ 557,328 $ 103,970
Revolving Credit Facility 590,000 68,347 521,653 62,037
SPV Asset Facility I 300,000 290,000 10,000 286,309
June 2025 Notes 210,000 210,000 — 205,011
December 2025 Notes 400,000 400,000 — 391,931
June 2026 Notes 375,000 375,000 — 367,804
CLO 2020-1 200,000 200,000 — 197,056
Total Debt $ 2,775,000 $ 1,649,196 $ 1,088,981 $ 1,614,118

________________________________

(1) The amount available reflects any limitations related to each credit facility’s borrowing base.
(2) The carrying value of the Company’s Subscription Credit Facility is presented net of unamortized debt issuance costs of $1.9 million.
--- ---
(3) The carrying value of the Company’s Revolving Credit Facility is presented net of unamortized debt issuance costs of $6.3 million.
--- ---
(4) The carrying value of the Company’s SPV Asset Facility I is presented net of unamortized debt issuance costs of $3.7 million.
--- ---
(5) The carrying value of the Company’s June 2025 Notes is presented net of unamortized debt issuance costs of $5.0 million.
--- ---
(6) The carrying value of the Company’s December 2025 Notes is presented net of unamortized debt issuance costs of $8.1 million.
--- ---
(7) The carrying value of the Company’s June 2026 Notes is presented net of unamortized debt issuance costs of $7.2 million.
--- ---
(8) The carrying value of the Company’s CLO 2020-1 is presented net of unamortized debt issuance costs of $2.9 million..
--- ---

For the three and six months ended June 30, 2021 and 2020, the components of interest expense were as follows:

For the Three Months Ended June 30, For the Six Months Ended June 30,
($ in thousands) 2021 2020 2021 2020
Interest expense $ 20,253 $ 5,376 $ 38,195 $ 12,200
Amortization of debt issuance costs 2,094 773 4,109 1,583
Total Interest Expense $ 22,347 $ 6,149 $ 42,304 $ 13,783
Average interest rate 3.71 % 2.67 % 3.99 % 3.04 %
Average daily borrowings $ 2,161,379 $ 797,212 $ 1,906,304 $ 797,362

Credit Facilities

Subscription Credit Facility

On November 19, 2018 (the “Closing Date”), the Company entered into a revolving credit facility (the “Subscription Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) as administrative agent (the “Administrative Agent”), and Wells Fargo, PNC Bank, National Association (“PNC”), and State Street Bank and Trust Company (“State Street”), as lenders.

The maximum principal amount of the Subscription Credit Facility is $700 million which decreased from $750 million on June 29, 2020, and previously decreased from $800 million to $750 million on June 3, 2020 and from $900 to $800 million on May 20, 2020. The Subscription Credit Facility previously increased from $800 million to $900 million on December 19, 2019, $700 million to $800 million on August 20, 2019, $500 million to $700 million on June 24, 2019, $450 million to $500 million on March 8, 2019 and from $350 million to $450 million on February 25, 2019, subject to availability under the borrowing base, which is based on unused

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

capital commitments. The Subscription Credit Facility includes a provision permitting the Company to further increase the size of the Subscription Credit Facility under certain circumstances up to a maximum principal amount not to exceed an agreed amount, if the existing or new lenders agree to commit to such further increase, which is referred to as the accordion feature.

On June 6, 2019, the Company entered into the First Amendment to the Subscription Credit Facility. Among other changes, the Amendment (a) increased the accordion feature from $1 billion to $1.1 billion; (b) added a financial covenant requiring that the fair market value of the Company’s investments be equal to or greater than 85% of the aggregate cost assigned to such investments on the Company’s financial statements, and (c) added a financial covenant requiring that from June 30, 2019 until the earlier of (i) the “Final Closing Date” as such term is defined in the form of subscription agreement for the Company and (ii) June 30, 2020 (or such later date as requested by the Company and agreed to by the Administrative Agent), the value of the Company’s total assets over its total liabilities be greater than $500 million.

Borrowings under the Subscription Credit Facility bear interest, at the Company’s election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 1.50% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 0.50%, (B) the federal funds rate plus 1.00%, and (C) one-month LIBOR plus 1.50%.  The Company generally borrows utilizing LIBOR loans, generally electing one-month LIBOR upon borrowing. Loans may be converted from one rate to another at any time at the Company’s election, subject to certain conditions. The Company also will pay an unused commitment fee of 0.25% per annum on the unused commitments.

The Subscription Credit Facility will mature upon the earliest of: (i) the date three (3) years from the Closing Date (the “Subscription Credit Facility Stated Maturity Date”); (ii) the date upon which the Administrative Agent declares the obligations under the Subscription Credit Facility due and payable after the occurrence of an event of default; (iii) forty-five (45) days prior to the scheduled termination of the commitment period under the Company’s subscription agreements; (iv) forty-five (45) days prior to the date of any listing of the Company’s common stock on a national securities exchange; (v) the termination of the commitment period under the Company’s subscription agreements (if earlier than the scheduled date); and (vi) the date the Company terminates the commitments pursuant to the Subscription Credit Facility. At our option, the Subscription Credit Facility Stated Maturity Date may be extended by up to 364 days subject to satisfaction of customary conditions.

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

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

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

Revolving Credit Facility

On March 15, 2019, the Company entered into a Senior Secured Revolving Credit Agreement, as amended by the First Amendment to Senior Secured Revolving Credit Agreement dated September 3, 2020 (the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”) and Truist Securities, Inc. and ING Capital LLC as Joint Lead Arrangers and Joint Bookrunners, and Truist Bank (as successor by merger to SunTrust Bank) as Administrative Agent.

The Revolving Credit Facility is guaranteed by OR Tech Lending LLC and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Guarantors”).

On September 3, 2020, the Company entered into the First Amendment to Senior Secured Revolving Credit Agreement (the “Amendment”), which amended the Revolving Credit Facility. Among other changes, the Amendment (a) increased the aggregate commitments under the Revolving Credit Facility from $240 million to $540 million; (b) increased the accordion feature, which allows the Company, under certain circumstances, to increase the size of the Revolving Credit Facility, from $750 million to $1.25 billion and (c) (i) extended the stated maturity date from March 15, 2023 to September 3, 2025 and (ii) extended the commitment termination date from March 15, 2022 to September 3, 2024.

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 $1.25 billion through the exercise by the Borrower of an uncommitted accordion feature

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

through which existing and new lenders may, at their option, agree to provide additional financing (increased from $750 million on September 3, 2020). The Revolving Credit Facility includes a $50 million limit for swingline loans and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions.

The availability period under the Revolving Credit Facility will terminate on September 3, 2024 (“Commitment Termination Date”) and the Revolving Credit Facility will mature on September 3, 2025 (“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 LIBOR plus 2.00%, or base rate plus 1.00%. The Company may elect either the LIBOR or prime rate at the time of drawdown, and loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. The Company generally borrows utilizing LIBOR loans, generally electing one-month LIBOR upon borrowing. The Company will also pay a fee of 0.375% on undrawn amounts under the Revolving Credit Facility.

The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default.

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 (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.

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 $300 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%. 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.

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

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 of 1933, as amended (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 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 will be 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 2025 Notes. The June 2025 Notes will 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 June 2025 Notes will 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. 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 will be the Company’s direct, general unsecured obligations and will 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 will 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 will rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

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 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 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 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 will be 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 will 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 will 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 will 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 2.500% 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.

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The January 2027 Notes bear interest at a rate of 2.500% per year, payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2022. The January 2027 Notes will be 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 January 2027 Notes. The January 2027 Notes will 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 will 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 will 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”), 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.

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

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.

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, 2021 and December 31, 2020, the Company had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company June 30, 2021 December 31, 2020
( in thousands)
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) $ 2,872 $ —
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) 6,040 6,040
3ES Innovation Inc. (dba Aucerna) 4,580 4,580
Acquia Inc. 10,846 11,789
Apptio, Inc. 1,962 3,269
AxiomSL Group, Inc. 12,737 12,737
BCTO BSI Buyer, Inc. (dba Buildertrend) 7,500 7,500
Blend Labs, Inc. 12,500 —
Centrify Corporation 8,163 —
Certify, Inc. 1,711 1,711
H&F Opportunities LUX III S.À R.L (dba Checkmarx) 25,000 25,000
Reef Global, Inc. (fka Cheese Acquisition, LLC) 1,494 1,494
ConnectWise, LLC 13,035 10,428
Definitive Healthcare Holdings, LLC 17,826 17,826
Definitive Healthcare Holdings, LLC 5,435 5,435
Diligent Corporation 4,570 4,570
Diligent Corporation 1,523 1,523
Dodge Data & Analytics LLC 2,885 —
Dude Solutions Holdings, Inc. 6,923 6,923
Forescout Technologies, Inc. 8,333 8,333

All values are in US Dollars.

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio Company Investment June 30, 2021 December 31, 2020
Gerson Lehrman Group, Inc. First lien senior secured revolving loan 3,647 3,647
Granicus, Inc. First lien senior secured delayed draw term loan 1,151 —
Granicus, Inc. First lien senior secured delayed draw term loan 5,600 —
Granicus, Inc. First lien senior secured revolving loan 2,615 4,110
GS Acquisitionco, Inc. (dba insightsoftware) First lien senior secured delayed draw term loan 3,400 —
GS Acquisitionco, Inc. (dba insightsoftware) First lien senior secured delayed draw term loan — 1,957
GS Acquisitionco, Inc. (dba insightsoftware) First lien senior secured revolving loan 1,517 2,844
Instructure, Inc. First lien senior secured revolving loan 7,405 7,405
Integrity Marketing Acquisition, LLC First lien senior secured revolving loan 3,736 3,736
Interoperability Bidco, Inc. First lien senior secured delayed draw term loan — 10,000
Interoperability Bidco, Inc. First lien senior secured revolving loan 5,000 —
Kaseya Inc. First lien senior secured delayed draw term loan 1,680 2,800
Kaseya Inc. First lien senior secured revolving loan 1,250 1,250
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
Lightning Midco, LLC (dba Vector Solutions) First lien senior secured revolving loan — 6,642
Maverick Bidco Inc. First lien senior secured delayed draw term loan — 6,818
MINDBODY, Inc. First lien senior secured revolving loan 7,143 7,143
Pluralsight, LLC First lien senior secured revolving loan 10,000 —
Project Power Buyer, LLC (dba PEC-Veriforce) First lien senior secured revolving loan 3,750 3,750
Relativity ODA LLC First lien senior secured revolving loan 11,250 —
Thunder Purchaser, Inc. First lien senior secured delayed draw term loan 22,500 —
Thunder Purchaser, Inc. First lien senior secured revolving loan 7,875 —
Velocity HoldCo III Inc First lien senior secured revolving loan 2,500 —
Total Unfunded Portfolio Company Commitments $ 273,647 $ 199,510

The Company maintains sufficient borrowing capacity along with undrawn Capital Commitments to cover outstanding unfunded portfolio company commitments that the Company may be required to fund.

Investor Commitments

As of June 30, 2021, the Company had $3.1 billion in total Capital Commitments from investors ($1.0 billion undrawn), of which $80.8 million is from entities affiliated with or related to the Adviser ($27.2 million undrawn). These undrawn Capital Commitments will no longer remain in effect following the completion of an initial public offering of the Company’s common stock.

As of December 31, 2020, the Company had $3.1 billion in total Capital Commitments from investors ($1.7 billion undrawn), of which $72.9 million is from entities affiliated with or related to the Adviser ($37.3 million undrawn). These undrawn Capital Commitments will no longer remain in effect following the completion of an initial public offering of the Company’s common stock.

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, 2021, management was not aware of any pending or threatened litigation.

Note 8. Net Assets

Subscriptions and Drawdowns

In connection with its formation, the Company has the authority to issue 500,000,000 common shares at $0.01 per share par value.

On August 7, 2018, the Company issued 100 common shares for $1,500 to Owl Rock Technology Advisors LLC, which subsequently became the Company’s Adviser on August 10, 2018.

The Company has entered into subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of the Company’s common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Company’s common shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a capital call notice to its investors.

During the 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<br>( in millions)
June 14, 2021 June 25, 2021 25,571,599
March 3, 2021 March 16, 2021 16,055,970
Total 41,627,569

All values are in US Dollars.

During the six months ended June 30, 2020, 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<br>( in millions)
May 6, 2020 May 19, 2020 19,416,820
April 15, 2020 April 28, 2020 10,668,889
March 11, 2020 March 24, 2020 10,840,780
December 30, 2019 January 13, 2020 4,209,097
Total 45,135,586

All values are in US Dollars.

Distributions

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

On August 3, 2021, the Board declared a distribution of 90% of estimated third quarter investment company taxable income, if any, for shareholders of record on September 30, 2021, payable on or before November 15, 2021.

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The following table reflects the distributions declared on shares of the Company’s common stock during the six months ended June 30, 2020:

June 30, 2020
Date Declared Record Date Payment Date Distribution per Share
May 5, 2020 June 30, 2020 August 14, 2020 $ 0.20
February 19, 2020 March 31, 2020 May 15, 2020 $ 0.21

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, 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

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the six months ended June 30, 2020:

June 30, 2020
Date Declared Record Date Payment Date Shares
February 19, 2020 March 31, 2020 May 15, 2020 295,497
October 30, 2019 December 31, 2019 January 31, 2020 227,554

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, 2021 and 2020:

For the Three Months Ended June 30, For the Six Months Ended June 30,
($ in thousands, except per share amounts) 2021 2020 2021 2020
Increase (decrease) in net assets resulting from operations $ 144,760 $ 66,132 $ 213,030 $ 25,919
Weighted average shares of common stock<br><br><br>outstanding—basic and diluted 118,956,651 84,960,548 111,369,687 71,286,147
Earnings (loss) per common share-basic and diluted $ 1.22 $ 0.78 $ 1.91 $ 0.36

Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

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 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, 2021 and 2020, the Company accrued U.S. federal excise tax of $2.8 million and $71 thousand, respectively. For the six months ended June 30, 2021 and 2020, the Company accrued U.S. federal excise tax of $3.3 million and $258 thousand, respectively.

Note 11. Financial Highlights

The following are the financial highlights for a common share outstanding during the six months ended June 30, 2021 and 2020:

For the Six Months Ended June 30,
($ in thousands, except share and per share amounts) 2021 2020
Per share data:
Net asset value, beginning of period $ 14.88 $ 14.70
Net investment income (loss)^(1)^ 0.62 0.53
Net realized and unrealized gain (loss) 1.31 (0.48 )
Total from operations 1.93 0.05
Distributions declared from net investment income^(2)^ (0.48 ) (0.41 )
Total increase (decrease) in net assets 1.45 (0.36 )
Net asset value, end of period $ 16.33 $ 14.34
Shares outstanding, end of period 143,069,918 98,510,759
Total Return^(3)^ 13.0 % 0.4 %
Ratios / Supplemental Data
Ratio of total expenses to average net assets^(4)^ 11.7 % 7.2 %
Ratio of net investment income to average net assets^(4)^ 8.4 % 7.2 %
Net assets, end of period $ 2,335,812 $ 1,412,623
Weighted-average shares outstanding 111,369,687 71,286,147
Total capital commitments, end of period $ 3,134,982 $ 2,836,965
Ratio of total contributed capital to total committed capital, end of period 67.2 % 49.7 %
Portfolio turnover rate 18.6 % 8.3 %
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.
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(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.
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(4) The ratio reflects an annualized amount, except in the case of non-recurring expenses (e.g. initial organization expenses).
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Owl Rock Technology Finance Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 12. Subsequent Events

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

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, 2020 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. The Board consists of six directors, five of whom are independent.

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 an Exchange Listing (as defined below) and the end of the Commitment Period (as defined below), investors are required to fund drawdowns to purchase shares of our common stock up to the amount of their respective Capital Commitment on an as-needed basis each time we deliver a drawdown notice to our investors. The initial closing of the Private Offering occurred on August 10, 2018 (the “Initial Closing”). As of June 30, 2021, we had $3.1 billion in total Capital Commitments from investors, of which $80.8 million is from entities affiliated with or related to our Adviser. Prior to the listing of our common stock on a national securities exchange (an “Exchange Listing”), the Adviser may, in its sole discretion, permit one or more additional closings (“Subsequent Closings”) as additional Capital Commitments are obtained (the conclusion of all Subsequent Closings, if any, the “Final Closing”). The “Commitment Period” will continue until the earlier of the (i) five year anniversary of the Final Closing and (ii) the seven year anniversary of the Initial Closing. If we have not consummated 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.

Placement activities are conducted by our officers and the Adviser. In addition, we may enter into agreements with placement agents or broker-dealers to solicit Capital Commitments. For example, the Company and the Adviser entered into a dealer manager agreement with Blue Owl Securities LLC (“Blue Owl Securities”) pursuant to which Blue Owl Securities and certain participating broker-dealers will solicit Capital Commitments and the Company entered into a placement agent agreement with Blue Owl pursuant to which employees of Blue Owl Securities may conduct placement activities. Blue Owl Securities, an affiliate of Blue Owl, is registered as a broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority. In addition, the Company, the Adviser and third party placement agents may enter into placement agreements from time to time, pursuant to which such placement agents will solicit Capital Commitments. Fees paid pursuant to these agreements will be paid by our Adviser.

Blue Owl consists of two divisions: Owl Rock, which focuses on direct lending and Dyal, which focuses on providing capital to institutional alternative asset managers. Owl Rock is comprised of the Adviser, Owl Rock Capital Advisors LLC (“ORCA”), Owl Rock Diversified Advisors LLC (“ORDA”) and Owl Rock Capital Private Fund Advisors LLC (“ORPFA”) and together with the Adviser, ORCA and ORDA, the "Owl Rock Advisers", which are also investment advisers.

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 exemptive relief, 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 such exemptive relief, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching by us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (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 Company was permitted, subject to the satisfaction of certain conditions, to participate in follow-on investments in its existing portfolio companies with certain private funds managed by the Adviser or its affiliates and covered by the Company’s exemptive relief, even if such private funds have not previously invested in such existing portfolio company. Without this order, private funds would generally not be able to participate in such follow-on investments with the Company unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the conditional exemptive order has expired, the SEC’s Division of Investment Management has indicated that until March 31, 2022, it will 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 conditional exemptive order, pursuant to the same terms and conditions described therein. 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 exemptive relief, there could be significant overlap in our investment portfolio and the investment portfolio of other funds managed by Owl Rock that could avail themselves of the exemptive relief 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;
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• asset diversification requirements; and
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• 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.
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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 Developments

In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization and in response to the outbreak, our Adviser instituted a work from home policy until it is deemed safe to return to the office.

We have and continue to assess the impact of COVID-19 on our portfolio companies. 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 are continuing to cause, business shutdowns, cancellations of events and travel, significant reductions in demand for certain goods and services, reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both globally and in the United States. Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter.

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, the extent to which COVID-19 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, 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. 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, 2021, our Adviser or its affiliates have originated $34.8 billion aggregate principal amount of investments across multiple industries, of which $32.8 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, which will not be our primary focus, but will be intended to enhance returns to our shareholders. These investments may include high-yield bonds and broadly-syndicated loans. In addition, we generally do not intend to invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is in an emerging market. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates.

Covenants are contractual restrictions that lenders place on companies to limit the corporate actions a company may pursue. Generally, the loans in which we expect to invest will have financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company’s financial performance. However, to a lesser extent, we may invest in “covenant-lite” loans. We use the term “covenant-lite” to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. We classify our debt investments as “traditional financing” or “growth capital” based on a number of factors. Traditional financing typically means a senior secured loan provided to a portfolio company that is owned by a private-equity firm, has a mature business model, and is underwritten on the basis of a multiple of EBITDA, cash flow, or recurring revenue. Growth capital typically means an investment in an established, but rapidly growing business that is owned by, or received an equity investment from, one or more growth equity or venture capital firms, and is underwritten on the basis of something other than a multiple of EBITDA (for example, a multiple of recurring revenue).

As of June 30, 2021, our average investment size in each of our portfolio companies was approximately $63.2 million based on fair value. As of June 30, 2021, investments we classify as traditional financing, excluding certain investments that fall outside our typical borrower profile, represented 81.4% of our total debt portfolio based on fair value and these portfolio companies had weighted average annual revenue of $542 million, weighted average annual EBITDA of $136 million and a weighted average enterprise value of $2.6 billion. As of June 30, 2021, investments we classify as growth capital represented 9.3% of our total debt portfolio based on

fair value and these portfolio companies had weighted average annual revenue of $477 million and a weighted average enterprise value of $4.9 billion.

The companies in which we invest use our capital to support their growth, acquisitions, market or product expansion, refinancings and/or recapitalizations. The debt in which we invest typically is not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as “high yield” or “junk”.

Key Components of Our Results of Operations

Investments

We focus primarily on the direct origination of loans to middle market, technology-related companies domiciled in the United States.

Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.

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, 2021, 97.8% 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”) and any 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;
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• the cost of effecting any sales and repurchases of the common stock and other securities;
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• fees and expenses payable under any dealer manager agreements, if any;
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• debt service and other costs of borrowings or other financing arrangements;
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• costs of hedging;
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• 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;
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• escrow agent, transfer agent and custodial fees and expenses;
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• fees and expenses associated with marketing efforts;
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• federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;
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• federal, state and local taxes;
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• independent directors’ fees and expenses, including certain travel expenses;
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• 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;
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• the costs of any reports, proxy statements or other notices to our shareholders (including printing and mailing costs);
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• the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters;
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• commissions and other compensation payable to brokers or dealers;
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• research and market data;
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• fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums;
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• direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;
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• fees and expenses associated with independent audits, outside legal and consulting costs;
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• costs of winding up;
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• costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;
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• extraordinary expenses (such as litigation or indemnification); and
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• costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws.
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We expect, but cannot ensure, that our general and administrative expenses will increase in dollar terms during periods of asset growth, but will decline as a percentage of total assets during such periods.

Leverage

The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions. We have received approvals that allow us to reduce our asset coverage ratio from 200% to 150%. 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, which continue to remain true in the current environment, with the economic shutdown resulting from the COVID-19 national health emergency.

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 $1.8 trillion of mergers and acquisitions activity in the technology and software industries from 2015 through 2020. 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 $1.5 trillion as of June 2019, coupled with a growing focus on technology investing by private equity sponsors, will continue to drive deal activity. We expect that technology companies, private equity sponsors, venture capital firms, and entrepreneurs will continue to seek partners to provide flexible financing for their businesses with debt and equity investments provided by companies such as us.

Technology Spend is Large and Increasing. According to Gartner, a research and advisory company, global technology spend was $3.7 trillion in 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, with the economic shutdown resulting from the COVID-19 national health emergency, 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, 2021, based on fair value, our portfolio consisted of 68.2% first lien senior secured debt investments (of which 50% we consider to be unitranche debt investments (including “last out” portions of such loans)), 7.8% second lien senior secured debt investments, 6.4% unsecured debt investments, 14.1% preferred equity investments and 3.5% common equity investments.

As of June 30, 2021, our weighted average total yield of the portfolio at fair value and amortized cost was 6.8% and 7.0%, respectively, and our weighted average yield of debt and income producing securities at fair value and amortized cost was 7.9% and 8.0%, respectively.

As of June 30, 2021, we had investments in 68 portfolio companies with an aggregate fair value of $4.3 billion.

Based on current market conditions, the pace of our investment activities, including originations and repayments, may vary. Currently, the strength of the financing and merger and acquisitions markets, coupled with the improved operational and financial performance of portfolio companies as COVID restrictions have eased, has led to increased originations and an active pipeline of investment opportunities.

Our investment activity for the three months ended June 30, 2021 and 2020 is presented below (information presented herein is at par value unless otherwise indicated).

For the Three Months Ended June 30, 2021
New investment commitments
Gross originations $ 1,474,059
Less: Sell downs (31,875 )
Total new investment commitments $ 1,442,184
Principal amount of investments funded:
First-lien senior secured debt investments $ 732,864
Second-lien senior secured debt investments 234,842
Unsecured debt investments —
Preferred equity investments^(3)^ 293,059
Common equity investments^(3)^ 88,184
Total principal amount of investments funded $ 1,348,949
Principal amount of investments sold or repaid:
First-lien senior secured debt investments $ (114,941 )
Second-lien senior secured debt investments (32,940 )
Unsecured debt investments (150,000 )
Preferred equity investments^(3)^ —
Common equity investments^(3)^ (50,000 )
Total principal amount of investments sold or repaid $ (347,881 )
Number of new investment commitments in new portfolio companies^(1)^ 16
Average new investment commitment amount $ 91,035
Weighted average term for new debt investment commitments (in years) 6.0
Percentage of new debt investment commitments at<br><br><br>floating rates 100.0 %
Percentage of new debt investment commitments at<br><br><br>fixed rates 0.0 %
Weighted average interest rate of new debt investment commitments^(2)^ 7.9 %
Weighted average spread over LIBOR of new floating rate debt investment commitments 6.9 %

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(1) Number of new investment commitments represents commitments to a particular portfolio company.
(2) Assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month LIBOR, which was 0.15% as of June 30, 2021.
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(3) As of December 31, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.
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For the Three Months Ended June 30, 2020
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New investment commitments
Gross originations $ 401,173
Less: Sell downs —
Total new investment commitments $ 401,173
Principal amount of investments funded:
First-lien senior secured debt investments $ 171,266
Second-lien senior secured debt investments 4,907
Unsecured debt investments 200,000
Equity investments —
Total principal amount of investments funded $ 376,173
Principal amount of investments sold or repaid:
First-lien senior secured debt investments $ (85,000 )
Second-lien senior secured debt investments —
Unsecured debt investments —
Equity investments —
Total principal amount of investments sold or repaid $ (85,000 )
Number of new investment commitments in new portfolio companies^(1)^ 4
Average new investment commitment amount $ 93,850
Weighted average term for new debt investment commitments (in years) 6.5
Percentage of new debt investment commitments at<br><br><br>floating rates 50.1 %
Percentage of new debt investment commitments at<br><br><br>fixed rates 49.9 %
Weighted average interest rate of new debt investment commitments^(2)^ 8.5 %
Weighted average spread over LIBOR of new floating rate debt investment commitments 7.6 %

________________

(1) Number of new investment commitments represents commitments to a particular portfolio company.
(2) Assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month LIBOR, which was 0.30% as of June 30, 2020.
--- ---

As of June 30, 2021 and December 31, 2020, our investments consisted of the following:

June 30, 2021
($ in thousands) Amortized Cost Fair Value
First-lien senior secured debt investments $ 2,915,471 $ 2,929,311 ^(1)^
Second-lien senior secured debt investments 332,813 334,232
Unsecured debt investments 254,367 274,360
Preferred equity investments^(2)^ 515,597 607,883
Common equity investments^(2)^ 142,108 151,067
Total Investments $ 4,160,356 $ 4,296,853

________________

(1) 50% of which we consider unitranche loans as of June 30, 2021.
(2) As of December 31, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.
--- ---
December 31, 2020
--- --- --- --- --- ---
($ in thousands) Amortized Cost Fair Value
First-lien senior secured debt investments $ 2,258,128 $ 2,261,996 ^(1)^
Second-lien senior secured debt investments 206,266 208,328
Unsecured debt investments 376,454 388,602
Equity investments 174,250 198,411
Total Investments $ 3,015,098 $ 3,057,337

________________

(1) 56% of which we consider unitranche loans as of December 31, 2020.

We use GICS for classifying the industry groupings of our portfolio companies as of June 30, 2021. The industry composition based on fair value as of June 30, 2021 was as follows:

June 30, 2021
Aerospace & Defense 2.2 %
Application Software 12.2
Banks 2.5
Capital Markets 1.8
Commercial Services & Supplies 1.7
Construction & Engineering 1.3
Consumer Finance 0.8
Diversified Consumer Services 11.0
Diversified Financial Services 5.3
Energy Equipment & Services 2.9
Health Care Technology 10.8
Hotels, Restaurants & Leisure 2.5
Household Durables 1.4
Insurance 1.5
Internet & Direct Marketing Retail 5.9
IT Services 10.1
Life Sciences Tools & Services 0.5
Professional Services 3.2
Real Estate Management & Development 2.3
Systems Software 17.5
Thrifts & Mortgage Finance 2.6
Total 100.0 %

The industry composition of investments based on fair value as of June 30, 2021 as compared to December 31, 2020 was as follows:

June 30, 2021 December 31, 2020
Aerospace and defense 2.2 % — %
Buildings and real estate 3.5 1.5
Business services 14.8 18.4
Data and information services 14.4 15.2
eCommerce and digital marketplaces 5.9 1.9
Education 9.0 9.5
Financial services 13.4 7.9
Food and beverage 1.0 8.7
Healthcare technology 9.1 12.5
Human resource support services 0.1 0.1
Insurance 1.5 2.6
Internet and digital media 2.6 3.6
Leisure and entertainment 1.5 2.9
Manufacturing 1.4 2.0
Oil and gas 2.9 3.2
Professional services 4.0 1.5
Technology Infrastructure 9.9 8.5
Telecommunications 2.8 —
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, 2021 and December 31, 2020:

June 30, 2021 December 31, 2020
United States:
Midwest 12.3 % 7.8 %
Northeast 17.0 23.9
South 20.4 26.2
West 34.1 28.7
Canada 4.6 4.4
Guernsey 4.6 -
Israel 3.5 4.1
Netherlands 2.8 -
United Kingdom 0.7 4.9
Total 100.0 % 100.0 %

The weighted average yields and interest rates of our investments at fair value as of June 30, 2021 and December 31, 2020 were as follows:

June 30, 2021 December 31, 2020
Weighted average total yield of portfolio 6.8 % 7.9 %
Weighted average total yield of debt and income producing<br><br><br>securities 7.9 % 8.3 %
Weighted average interest rate of debt securities 7.5 % 7.6 %
Weighted average spread over LIBOR of all floating rate<br><br><br>investments 6.6 % 6.6 %

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.
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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, 2021 and December 31, 2020:

December 31, 2020
Investment Rating Percentage of<br><br><br>Total Portfolio Investments<br><br><br>at Fair Value Percentage of<br><br><br>Total Portfolio
( in thousands)
1 687,614 16.0 % $ 483,813 15.9 %
2 3,543,879 82.5 2,511,117 82.1
3 65,360 1.5 62,407 2.0
4 — — — —
5 — — — —
Total 4,296,853 100.0 % $ 3,057,337 100.0 %

All values are in US Dollars.

The following table shows the amortized cost of our performing and non-accrual debt investments as of June 30, 2021 and December 31, 2020:

June 30, 2021 December 31, 2020
($ in thousands) Amortized Cost Percentage Amortized Cost Percentage
Performing $ 3,502,651 100.0 % $ 2,840,848 100.0 %
Non-accrual — — — —
Total $ 3,502,651 100.0 % $ 2,840,848 100.0 %

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, 2021 and 2020:

For the Three Months Ended June 30, For the Six Months Ended June 30,
($ in millions) 2021 2020 2021 2020
Total Investment Income $ 98.9 $ 40.5 $ 165.4 $ 75.3
Less: Expenses 52.3 18.6 92.9 37.4
Net Investment Income (Loss) Before Taxes $ 46.6 $ 21.9 $ 72.5 $ 37.9
Less:  Income taxes, including excise taxes 2.8 0.1 3.3 0.3
Net Investment Income (Loss) After Taxes $ 43.8 $ 21.8 $ 69.2 $ 37.6
Net change in unrealized gain (loss) 51.1 44.3 92.9 (11.7 )
Net realized gain (loss) 49.9 — 50.9 —
Net Increase (Decrease) in Net Assets Resulting from Operations $ 144.8 $ 66.1 $ 213.0 $ 25.9

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio.

Investment Income

Investment income for the three and six months ended June 30, 2021 and 2020 was as follows:

For the Three Months Ended June 30, For the Six Months Ended June 30,
($ in millions) 2021 2020 2021 2020
Interest income from investments $ 87.4 $ 36.5 $ 145.5 $ 69.0
PIK interest income 8.4 3.7 16.0 4.7
Dividend income 2.4 — 2.7 —
Other income 0.7 0.3 1.2 1.6
Total investment income $ 98.9 $ 40.5 $ 165.4 $ 75.3

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, 2021 and 2020

Investment income increased to $98.9 million for the three months ended June 30, 2021 from $40.5 million for the three months ended June 30, 2020 primarily due to an increase in interest income as a result of an increase in our investment portfolio which, at par, increased from $2.2 billion as of June 30, 2020, to $3.6 billion as of June 30, 2021. 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 increased from $1.9 million to $28.4 million, for the three months ended June 30, 2020 and 2021, respectively. For the three months

ended June 30, 2020 and 2021, $0.9 million and $26.4 million, respectively, were one-time prepayment fees. Payment-in-kind income remained flat at approximately 9% of interest income for the three months ended June 30, 2020 and June 30, 2021, respectively. 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 market conditions and the age of our portfolio, we expect repayments to increase.

For the Six Months ended June 30, 2021 and 2020

Investment income increased to $165.4 million for the six months ended June 30, 2021 from $75.3 million for the six months ended June 30, 2020 primarily due to an increase in interest income as a result of an increase in our investment portfolio which, at par, increased from $2.2 billion as of June 30, 2020, to $3.6 billion as of June 30, 2021. 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 increased from $3.0 million to $38.1 million, for the six months ended June 30, 2020 and 2021, respectively. For the six months ended June 30, 2020 and 2021, $1.3 million and $30.8 million, respectively, were one-time prepayment fees. Payment-in-kind income increased from approximately 6% of interest income for the six months ended June 30, 2020 to approximately 10% of interest income for the six months ended June 30, 2021 primarily as a result of adding new investments with contractual payment-in-kind interest to our portfolio. Other income decreased period-over-period due to a decrease 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 market conditions and the age of our portfolio, we expect repayments to increase.

Expenses

Expenses for the three and six months ended June 30, 2021 and 2020 were as follows:

For the Three Months Ended June 30, For the Six Months Ended June 30,
($ in millions) 2021 2020 2021 2020
Interest expense $ 22.3 $ 6.2 $ 42.3 $ 13.8
Management fees 10.7 7.8 21.3 15.2
Incentive fees 16.1 2.4 23.7 4.2
Professional fees 1.8 1.3 3.4 2.4
Directors' fees 0.3 0.2 0.5 0.4
Other general and administrative 1.1 0.7 1.8 1.4
Total expenses $ 52.3 $ 18.6 $ 93.0 $ 37.4

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, 2021 and 2020

Total expenses increased to $52.3 million for the three months ended June 30, 2021from $18.6 million for the three months ended June 30, 2020 primarily due to increases in management fees, incentive fees and interest expense. The increase in management fees was driven by growth in the portfolio and growth in unfunded capital commitments period over period. The increase in incentive fees was due to higher pre-incentive fee net investment income, over performance in certain investments and gains realized from exiting certain investments. The increase in interest expense was driven by an increase in average daily borrowings to $2.2 billion from $797.2 million period over period, along with an increase in the average interest rate to 3.7% from 2.7% period over period. 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, 2021 and 2020

Total expenses increased to $93.0 million for the six months ended June 30, 2021 from $37.4 million for the six months ended June 30, 2020 primarily due to increases in management fees, incentive fees and interest expense. The increase in management fees was driven by growth in the portfolio and growth in unfunded capital commitments period over period. The increase in incentive fees was due to higher pre-incentive fee net investment income, over performance in certain investments and gains realized from exiting certain investments. The increase in interest expense was driven by an increase in average daily borrowings to $1.9 billion from $797.4 million period over period, along with an increase in the average interest rate to 4.0% from 3.0% period over period. 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, 2021 and 2020, we accrued U.S. federal excise tax of $2.8 million and $71 thousand, respectively. For the six months ended June 30, 2021 and 2020, we accrued U.S. federal excise tax of $3.3 million and $258 thousand, 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, 2021 and 2020, net change in unrealized gains (losses) was comprised of the following:

For the Three Months Ended June 30, For the Six Months Ended June 30,
($ in millions) 2021 2020 2021 2020
Net change in unrealized gain (loss) on investments $ 51.1 $ 44.3 $ 93.9 $ (11.7 )
Net change in unrealized gain (loss) on translation of assets and liabilities in foreign currencies — — (1.0 ) —
Net change in unrealized gain (loss) $ 51.1 $ 44.3 $ 92.9 $ (11.7 )

For the Three Months ended June 30, 2021 and 2020

For the three months ended June 30, 2021, the net unrealized gain was primarily driven by an increase in the fair value of our investments as compared to March 31, 2021. The primary drivers of our portfolio’s unrealized gains were current market conditions as compared to March 31, 2021, as well as certain over performing investments.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended June 30, 2021 consisted of the following:

Portfolio Company<br><br><br>($ in millions) Net Change in Unrealized<br><br><br>Gain (Loss)
Circle Internet Services, Inc. $ 20.6
Robinhood Markets, Inc. 13.7
Algolia, Inc. 13.3
SLA Eclipse Co-Invest, L.P. 8.2
Remitly Global, Inc. 6.9
SalesLoft, Inc. 5.1
UserZoom Technologies, Inc. 4.7
Hg Saturn Luchaco Limited 2.4
MINDBODY, Inc. 1.7
Toast, Inc. (30.2 )
Remaining portfolio companies 4.7
Total $ 51.1

For the Six Months ended June 30, 2021 and 2020

For the six months ended June 30, 2021, the net unrealized gain was primarily driven by an increase in the fair value of our investments as compared to December 31, 2020. The primary drivers of our portfolio’s unrealized gains were current market conditions as compared to December 31, 2020, as well as certain over performing investments.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the six months ended June 30, 2021 consisted of the following:

Portfolio Company<br><br><br>($ in millions) Net Change in Unrealized<br><br><br>Gain (Loss)
Circle Internet Services, Inc. $ 24.6
Robinhood Markets, Inc. 13.6
Algolia, Inc. 13.3
Remitly Global, Inc. 9.4
SLA Eclipse Co-Invest, L.P. 8.7
Poshmark, Inc. 6.4
SalesLoft, Inc. 5.1
UserZoom Technologies, Inc. 4.7
EShares, Inc. (dba Carta) 4.4
Toast, Inc. (5.4 )
Remaining portfolio companies 9.1
Total $ 93.9

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, 2021 and 2020 were comprised of the following:

For the Three Months Ended June 30, For the Six Months Ended June 30,
($ in millions) 2021 2020 2021 2020
Net realized gain (loss) on investments $ 49.9 $ — $ 50.0 $ —
Net realized gain (loss) on foreign currency transactions — — 1.0 —
Net realized gain (loss) $ 49.9 $ — $ 51.0 $ —

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, 2021 and December 31, 2020, our asset coverage ratio was 203% and 191%, 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, 2021, taken together with our uncalled Capital Commitments of $1.0 billion and available debt capacity of $1.1 billion, is expected to be sufficient for our investing activities and to conduct our operations in the near term.

As of June 30, 2021, we had $299.8 million in cash. During the period ended June 30, 2021, we used $896.3 million in cash for operating activities, primarily as a result of funding portfolio investments of $1,837.0 billion, partially offset by sales of portfolio investments of $768.0 million, and other operating activities of $172.7 million. Lastly, cash provided by financing activities was $1.1 billion during the period, which was the result of proceeds from the issuance of shares, net of offering costs paid, of $665.3 million and proceeds from net borrowing on our credit facilities, net of debt issuance costs, of $484.9 million, net of $36.3 million of distributions paid.

Cash as of June 30, 2020, taken together with our uncalled Capital Commitments of $1.4 billion and available debt capacity of $207.6 million, is expected to be sufficient for our investing activities and to conduct our operations in the near term.

As of June 30, 2020, we had $228.2 million in cash. During the period ended June 30, 2020, we used $651.4 million in cash for operating activities, primarily as a result of funding portfolio investments of $863.7 million, partially offset by sales of portfolio investments of $177.7 million, and other operating activities of $34.6 million. Lastly, cash provided by financing activities was $737.2 million during the period, which was the result of proceeds from the issuance of shares, net of offering costs paid, of $636.0 million and proceeds from net borrowing on our credit facilities, net of debt issuance costs, of $120.0 million, net of $18.8 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.

We have entered into subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of our common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase our common shares up to the amount of their respective Capital Commitment on an as-needed basis each time we deliver a capital call notice to its investors.

As of June 30, 2021, we had $3.1 billion in total Capital Commitments from our investors ($1.0 billion undrawn), of which $80.8 million is from entities affiliated with or related to the Adviser ($27.2 million undrawn). These undrawn Capital Commitments will no longer remain in effect following the completion of an Exchange Listing.

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<br>( in millions)
June 14, 2021 June 25, 2021 25,571,599
March 3, 2021 March 16, 2021 16,055,970
Total 41,627,569

All values are in US Dollars.

During the six months ended June 30, 2020, 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<br>( in millions)
May 6, 2020 May 19, 2020 19,416,820
April 15, 2020 April 28, 2020 10,668,889
March 11, 2020 March 24, 2020 10,840,780
December 30, 2019 January 13, 2020 4,209,097
Total 45,135,586

All values are in US Dollars.

Distributions

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

On August 3, 2021, the Board declared a distribution of 90% of estimated third quarter investment company taxable income, if any, for shareholders of record on September 30, 2021, payable on or before November 15, 2021.

The following table reflects the distributions declared on shares of our common stock during the six months ended June 30, 2020:

June 30, 2020
Date Declared Record Date Payment Date Distribution per Share
May 5, 2020 June 30, 2020 August 14, 2020 $ 0.20
February 19, 2020 March 31, 2020 May 15, 2020 $ 0.21

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, 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

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the six months ended June 30, 2020:

June 30, 2020
Date Declared Record Date Payment Date Shares
February 19, 2020 March 31, 2020 May 15, 2020 295,497
October 30, 2019 December 31, 2019 January 31, 2020 227,554

Debt

Aggregate Borrowings

Debt obligations consisted of the following as of June 30, 2021 and December 31, 2020:

June 30, 2021
($ in thousands) Aggregate Principal Committed Outstanding Principal Amount Available^(1)^ Net Carrying Value^(2)(3)(4)(5)(6)(7)(8)(9)^
Subscription Credit Facility $ 700,000 $ 8,075 $ 447,012 $ 7,249
Revolving Credit Facility 1,040,000 362,022 677,978 354,561
SPV Asset Facility I 300,000 290,000 10,000 286,498
June 2025 Notes 210,000 210,000 — 205,501
December 2025 Notes 400,000 400,000 — 392,659
June 2026 Notes 375,000 375,000 — 367,920
January 2027 Notes 300,000 300,000 — 292,917
CLO 2020-1 200,000 200,000 — 197,192
Total Debt $ 3,525,000 $ 2,145,097 $ 1,134,990 $ 2,104,497

________________

(1) The amount available reflects any limitations related to each credit facility’s borrowing base.
(2) The carrying value of our Subscription Credit Facility is presented net of unamortized debt issuance costs of $0.8 million.
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(3) The carrying value of our Revolving Credit Facility is presented net of unamortized debt issuance costs of $7.5 million.
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(4) The carrying value of our SPV Asset Facility I is presented net of unamortized debt issuance costs of $3.5 million.
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(5) The carrying value of our June 2025 Notes is presented net of unamortized debt issuance costs of $4.5 million.
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(6) The carrying value of our December 2025 Notes is presented net of unamortized debt issuance costs of $7.3 million.
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(7) The carrying value of our June 2026 Notes is presented net of unamortized debt issuance costs of $7.1 million.
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(8) The carrying value of our January 2027 Notes is presented net of unamortized debt issuance costs of $7.1 million.
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(9) The carrying value of our CLO 2020-1 is presented net of unamortized debt issuance costs of $2.8 million.
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December 31, 2020
--- --- --- --- --- --- --- --- ---
($ in thousands) Aggregate Principal Committed Outstanding Principal Amount Available^(1)^ Net Carrying Value^(2)(3)(4)(5)(6)(7)(8)^
Subscription Credit Facility $ 700,000 $ 105,849 $ 557,328 $ 103,970
Revolving Credit Facility 590,000 68,347 521,653 62,037
SPV Asset Facility I 300,000 290,000 10,000 286,309
June 2025 Notes 210,000 210,000 — 205,011
December 2025 Notes 400,000 400,000 — 391,931
June 2026 Notes 375,000 375,000 — 367,804
CLO 2020-1 200,000 200,000 — 197,056
Total Debt $ 2,775,000 $ 1,649,196 $ 1,088,981 $ 1,614,118

________________

(1) The amount available reflects any limitations related to each credit facility’s borrowing base.
(2) The carrying value of our Subscription Credit Facility is presented net of unamortized debt issuance costs of $1.9 million.
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(3) The carrying value of our Revolving Credit Facility is presented net of unamortized debt issuance costs of $6.3 million.
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(4) The carrying value of our SPV Asset Facility I is presented net of unamortized debt issuance costs of $3.7 million.
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(5) The carrying value of our June 2025 Notes is presented net of unamortized debt issuance costs of $5.0 million.
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(6) The carrying value of our December 2025 Notes is presented net of unamortized debt issuance costs of $8.1 million.
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(7) The carrying value of our June 2026 Notes is presented net of unamortized debt issuance costs of $7.2 million.
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(8) The carrying value of our CLO 2020-1 is presented net of unamortized debt issuance costs of $2.9 million.
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For the three and six months ended June 30, 2021 and 2020, the components of interest expense were as follows:

For the Three Months Ended June 30, For the Six Months Ended June 30,
($ in thousands) 2021 2020 2021 2020
Interest expense $ 20,253 $ 5,376 $ 38,195 $ 12,200
Amortization of debt issuance costs 2,094 773 4,109 1,583
Total Interest Expense $ 22,347 $ 6,149 $ 42,304 $ 13,783
Average interest rate 3.71 % 2.67 % 3.99 % 3.04 %
Average daily borrowings $ 2,161,379 $ 797,212 $ 1,906,304 $ 797,362

Senior Securities

Information about our senior securities is shown in the following table as of June 30, 2021 and the fiscal years ended December 31, 2020, 2019 and 2018:

Class and Period Total Amount Outstanding Exclusive of Treasury Securities(1)<br>( in millions) Asset Coverage per Unit^(2)^ Involuntary Liquidating Preference per Unit^(3)^ Average Market Value per Unit^(4)^
Revolving Credit Facility
June 30, 2021 (unaudited) $ 2,032.7 — N/A
December 31, 2020 $ 1,905.6 — N/A
December 31, 2019 $ 1,934.6 — N/A
Subscription Credit Facility
June 30, 2021 (unaudited) $ 2,032.7 — N/A
December 31, 2020 $ 1,905.6 — N/A
December 31, 2019 $ 1,934.6 — N/A
December 31, 2018 $ 1,954.6 — N/A
SPV Asset Facility I
June 30, 2021 (unaudited) $ 2,032.7 — N/A
December 31, 2020 $ 1,905.6 — N/A
June 2025 Notes
June 30, 2021 (unaudited) $ 2,032.7 — N/A
December 31, 2020 $ 1,905.6 — N/A
December 2025 Notes
June 30, 2021 (unaudited) $ 2,032.7 — N/A
December 31, 2020 $ 1,905.6 — N/A
June 2026 Notes
June 30, 2021 (unaudited) $ 2,032.7 — N/A
December 31, 2020 $ 1,905.6 — N/A
January 2027 Notes
June 30, 2021 (unaudited) $ 2,032.7 — N/A
CLO 2020-1
June 30, 2021 (unaudited) $ 2,032.7 — N/A
December 31, 2020 $ 1,905.6 — N/A

All values are in US Dollars.

________________

(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.
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(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.
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(4) Not applicable because the senior securities are not registered for public trading.
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Subscription Credit Facility

On November 19, 2018 (the “Closing Date”), we entered into a revolving credit facility (the “Subscription Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) as administrative agent (the “Administrative Agent”), and Wells Fargo, PNC Bank, National Association (“PNC”), and State Street Bank and Trust Company (“State Street”), as lenders.

The maximum principal amount of the Subscription Credit Facility is $700 million which decreased from $750 million on June 29, 2020, and previously decreased from $800 million to $750 million on June 3, 2020 and from $900 to $800 million on May 20, 2020. The Subscription Credit Facility previously increased from $800 million to $900 million on December 19, 2019, $700 million to $800 million on August 20, 2019, $500 million to $700 million on June 24, 2019, $450 million to $500 million on March 8, 2019 and

from $350 million to $450 million on February 25, 2019, subject to availability under the borrowing base, which is based on unused capital commitments. The Subscription Credit Facility includes a provision permitting us to further increase the size of the Subscription Credit Facility under certain circumstances up to a maximum principal amount not to exceed an agreed amount, if the existing or new lenders agree to commit to such further increase, which is referred to as the accordion feature.

On June 6, 2019, we entered into the First Amendment to the Subscription Credit Facility. Among other changes, the Amendment (a) increased the accordion feature from $1 billion to $1.1 billion; (b) added a financial covenant requiring that the fair market value of our investments be equal to or greater than 85% of the aggregate cost assigned to such investments on our financial statements, and (c) added a financial covenant requiring that from June 30, 2019 until the earlier of (i) the “Final Closing Date” as such term is defined in the form of subscription agreement for us and (ii) June 30, 2020 (or such later date as requested by us and agreed to by the Administrative Agent), the value of our total assets over our total liabilities be greater than $500 million.

Borrowings under the Subscription Credit Facility bear 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 borrow utilizing LIBOR loans, generally electing one-month LIBOR upon borrowing. Loans may be converted from one rate to another at any time at our election, subject to certain conditions. We also will pay an unused commitment fee of 0.25% per annum on the unused commitments.

The Subscription Credit Facility will mature upon the earliest of: (i) the date three (3) years from the Closing Date (the “Subscription Credit Facility Stated Maturity Date”); (ii) the date upon which the Administrative Agent declares the obligations under the Subscription Credit Facility due and payable after the occurrence of an event of default; (iii) forty-five (45) days prior to the scheduled termination of the commitment period under our subscription agreements; (iv) forty-five (45) days prior to the date of any listing of our common stock on a national securities exchange; (v) the termination of the commitment period under our subscription agreements (if earlier than the scheduled date); and (vi) the date we terminate the commitments pursuant to the Subscription Credit Facility. At our option, the Subscription Credit Facility Stated Maturity Date may be extended by up to 364 days, subject to satisfaction of customary conditions.

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

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

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

Revolving Credit Facility

On March 15, 2019, we entered into a Senior Secured Revolving Credit Agreement, as amended by the First Amendment to Senior Secured Revolving Credit Agreement dated September 3, 2020 (the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include us, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”) and Truist Securities, Inc. and ING Capital LLC as Joint Lead Arrangers and Joint Bookrunners, and Truist Bank (as successor by merger to SunTrust 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”).

On September 3, 2020, we entered into the First Amendment to Senior Secured Revolving Credit Agreement (the “Amendment”), which amended that the Revolving Credit Facility. Among other changes, the Amendment (a) increased the aggregate commitments under the Revolving Credit Facility from $240 million to $540 million; (b) increased the accordion feature, which allows us, under certain circumstances, to increase the size of the Revolving Credit Facility, from $750 million to $1.25 billion and (c) (i) extended the stated maturity date from March 15, 2023 to September 3, 2025 and (ii) extended the commitment termination date from March 15, 2022 to September 3, 2024.

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 to $1.25 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 on September 3,

2020). The Revolving Credit Facility includes a $50 million limit for swingline loans and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and each Guarantor, subject to certain exceptions.

The availability period under the Revolving Credit Facility will terminate on September 3, 2024 (“Commitment Termination Date”) and the Revolving Credit Facility will mature on September 3, 2025 (“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 LIBOR plus 2.00%, or base rate plus 1.00%. We may elect either the LIBOR or prime rate at the time of drawdown, and loans may be converted from one rate to another at any time at our option, subject to certain conditions. We generally borrow utilizing LIBOR 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.

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 (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.

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 $300 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%. 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.

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 of 1933, as amended (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 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 will be 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 2025 Notes. The June 2025 Notes will 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 will rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations. The June 2025 Notes will 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. 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 will be 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 December 2025 Notes. The December 2025 Notes will 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 will 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 will 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 will be 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 will 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 will 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 will 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 2.500% 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 2.500% per year, payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2022. The January 2027 Notes will be 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 January 2027 Notes. The January 2027 Notes will 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 will 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 will 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, 2021 and December 31, 2020, we had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company June 30, 2021 December 31, 2020
( in thousands)
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) $ 2,872 $ —
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) 6,040 6,040
3ES Innovation Inc. (dba Aucerna) 4,580 4,580
Acquia Inc. 10,846 11,789
Apptio, Inc. 1,962 3,269
AxiomSL Group, Inc. 12,737 12,737
BCTO BSI Buyer, Inc. (dba Buildertrend) 7,500 7,500
Blend Labs, Inc. 12,500 —
Centrify Corporation 8,163 —
Certify, Inc. 1,711 1,711
H&F Opportunities LUX III S.À R.L (dba Checkmarx) 25,000 25,000
Reef Global, Inc. (fka Cheese Acquisition, LLC) 1,494 1,494
ConnectWise, LLC 13,035 10,428
Definitive Healthcare Holdings, LLC 17,826 17,826
Definitive Healthcare Holdings, LLC 5,435 5,435
Diligent Corporation 4,570 4,570
Diligent Corporation 1,523 1,523
Dodge Data & Analytics LLC 2,885 —
Dude Solutions Holdings, Inc. 6,923 6,923
Forescout Technologies, Inc. 8,333 8,333
Gerson Lehrman Group, Inc. 3,647 3,647
Granicus, Inc. 1,151 —
Granicus, Inc. 5,600 —
Granicus, Inc. 2,615 4,110
GS Acquisitionco, Inc. (dba insightsoftware) 3,400 —
GS Acquisitionco, Inc. (dba insightsoftware) — 1,957
GS Acquisitionco, Inc. (dba insightsoftware) 1,517 2,844
Instructure, Inc. 7,405 7,405
Integrity Marketing Acquisition, LLC 3,736 3,736
Interoperability Bidco, Inc. — 10,000
Interoperability Bidco, Inc. 5,000 —
Kaseya Inc. 1,680 2,800
Kaseya Inc. 1,250 1,250

All values are in US Dollars.

Portfolio Company Investment June 30, 2021 December 31, 2020
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
Lightning Midco, LLC (dba Vector Solutions) First lien senior secured revolving loan — 6,642
Maverick Bidco Inc. First lien senior secured delayed draw term loan — 6,818
MINDBODY, Inc. First lien senior secured revolving loan 7,143 7,143
Pluralsight, LLC First lien senior secured revolving loan 10,000 —
Project Power Buyer, LLC (dba PEC-Veriforce) First lien senior secured revolving loan 3,750 3,750
Relativity ODA LLC First lien senior secured revolving loan 11,250 —
Thunder Purchaser, Inc. First lien senior secured delayed draw term loan 22,500 —
Thunder Purchaser, Inc. First lien senior secured revolving loan 7,875 —
Velocity HoldCo III Inc First lien senior secured revolving loan 2,500 —
Total Unfunded Portfolio Company Commitments $ 273,647 $ 199,510

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, 2021, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.

Investor Commitments

As of June 30, 2021, we had $3.1 billion in total Capital Commitments from our investors ($1.0 billion undrawn), of which $80.8 million is from entities affiliated with or related to our Adviser ($27.2 million undrawn). These undrawn Capital Commitments will no longer remain in effect following the completion of an initial public offering of our common stock.

As of December 31, 2020, we had $3.1 billion in total Capital Commitments from our investors ($1.7 billion undrawn), of which $72.9 million is from entities affiliated with or related to our Adviser ($37.3 million undrawn). These undrawn Capital Commitments will no longer remain in effect following the completion of an initial public offering of our common stock.

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. At June 30, 2021, management was not aware of any pending or threatened litigation.

Contractual Obligations

A summary of our contractual payment obligations under our credit facilities as of June 30, 2021, is as follows:

Payments Due by Period
($ in millions) Total Less than 1 year 1-3 years 3-5 years After 5 years
Subscription Credit Facility $ 8.1 $ 8.1 $ — $ — $ —
Revolving Credit Facility 362.0 — — 362.0 —
SPV Asset Facility I 290.0 — — — 290.0
June 2025 Notes 210.0 — — 210.0 —
December 2025 Notes 400.0 — — 400.0 —
June 2026 Notes 375.0 — — 375.0 —
January 2027 Notes 300.0 — — — 300.0
CLO 2020-1 200.0 — — — 200.0
Total Contractual Obligations $ 2,145.1 $ 8.1 $ — $ 1,347.0 $ 790.0

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;
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• the Dealer Manager Agreement;
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• the Placement Agent Agreement; and
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• the License Agreement.
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In addition to the aforementioned agreements, we rely on exemptive relief that has been granted to ORCA and certain of its affiliates to permit us to co-invest with other funds managed by 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, 2020 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;
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• Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee. Agreed upon valuation recommendations are presented to the Audit Committee;
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• The Audit Committee reviews the valuations recommendations and recommends values for each investment to the Board; and
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• The Board reviews the recommended valuations and determines the fair value of each investment.
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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.
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• Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
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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 of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest represents accrued interest that is added to the principal amount of the investment on the respective interest payment dates rather than being paid in cash and generally becomes due at maturity.  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.
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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
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• 100% of any income or gains recognized, but not distributed, in preceding years.
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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 2019 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, 2020. The 2018 through 2019 tax years remain subject to examination by U.S. federal, state and local tax authorities.

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.

Substantially all of our assets and liabilities are financial in nature. As a result, changes in interest rates and other factors drive our performance more directly than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates.

As of June 30, 2021, 97.8% 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 0.91%.

Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2021, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to 3-month LIBOR and there are no changes in our investment and borrowing structure:

($ in millions) Interest Income Interest Expense Net Income
Up 300 basis points $ 77.7 $ 25.8 $ 51.9
Up 200 basis points $ 42.8 $ 17.2 $ 25.6
Up 100 basis points $ 7.9 $ 8.6 $ (0.7 )
Up 50 basis points $ 1.2 $ 4.3 $ (3.1 )
Down 25 basis points $ (0.3 ) $ (1.6 ) $ 1.3
Down 50 basis points $ (0.3 ) $ (2.5 ) $ 2.2

We may in the future hedge against interest rate fluctuations by using hedging instruments such as interest rate swaps, futures, options, and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments.

Currency Risk

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. We also have the ability to borrow in certain foreign currencies under our credit facilities. Instead of entering into a foreign currency forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment. To the extent the loan or investment is based on a floating rate other than a rate under which we can borrow under our credit facilities, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

(b) Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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, 2020 and our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2021, 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, 2020 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.

Because our business model depends to a significant extent upon Blue Owl’s relationships with corporations, financial institutions and investment firms, the inability of Blue Owl to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

We expect that Blue Owl will depend on its relationships with corporations, financial institutions and investment firms, and we will rely to a significant extent upon these relationships to provide us with potential investment opportunities. If Blue Owl fails to maintain its existing relationships or develop new relationships or sources of investment opportunities, we may not be able to grow our investment portfolio. In addition, individuals with whom Blue Owl has relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that such relationships will generate investment opportunities for us.

The time and resources that individuals associated with our Adviser devote to us may be diverted, and we may face additional competition due to, among other things, the fact that neither our Adviser nor its affiliates is prohibited from raising money for or managing another entity that makes the same types of investments that we target.

Blue Owl is not prohibited from raising money for and managing future investment entities, in addition to the funds managed by the Adviser or its affiliates, comprising Owl Rock and the private funds managed by Dyal, that make the same or similar types of investments as those we target. As a result, the time and resources that our Adviser devotes to us may be diverted, and during times of intense activity in other investment programs they may devote less time and resources to our business than is necessary or appropriate. In addition, we may compete with any such investment entity also managed by the Adviser or its affiliates for the same investors and investment opportunities. Furthermore, certain members of the Investment Committee are officers of Blue Owl and will devote a portion of their time to the operations of Blue Owl, including with respect to public company compliance, investor relations and other matter that did not apply to Owl Rock prior to the formation of Blue Owl.

The Adviser or its affiliates may have incentives to favor their respective other accounts and clients and/or Blue Owl over us, which may result in conflicts of interest that could be harmful to us.

Because our Adviser and its affiliates manage assets for, or may in the future manage assets for, other investment companies, pooled investment vehicles and/or other accounts (including institutional clients, pension plans, co-invest vehicles and certain high net worth individuals), certain conflicts of interest are present. For instance, our Adviser and its affiliates may receive asset management performance-based, or other fees from certain accounts that are higher than the fees received by our Adviser from us. In addition, certain members of the Investment Committee and other executive and employees of our Adviser will hold and receive interest in Blue Owl and its affiliates, in addition to cash and carried interest compensation. In these instances, a portfolio manager for our Adviser may have an incentive to favor the higher fee and/or performance-based fee accounts over us and/or to favor Blue Owl. In addition, a conflict of interest exists to the extent our Adviser, its affiliates, or any of their respective executives, portfolio managers or employees have proprietary or personal investments in other investment companies or accounts or when certain other investment companies or accounts are investment options in our Adviser’s or its affiliates’ employee benefit plans. In these circumstances, our Adviser has an incentive to favor these other investment companies or accounts over us. Our board of directors will seek to monitor these conflicts but there can be no assurances that such monitoring will fully mitigate any such conflicts.

The Adviser and its affiliates may face conflicts of interest with respect to services performed for issuers in which we may invest.

Our Adviser and its affiliates may provide a broad range of financial services to companies in which we may invest, including providing arrangement, syndication, origination structuring and other services to portfolio companies, and will generally be paid fees for such services, in compliance with applicable law, by the portfolio company. Any compensation received by our Adviser or its affiliates for providing these services will not be shared with us and may be received before we realize a return on our investment. In addition, we may invest in companies managed by entities in which funds managed by Dyal have acquired a minority interest. Our Adviser and its affiliates may face conflicts of interest with respect to services performed for these companies, on the one hand, and investments recommended to us, on the other hand and could, in certain instances, have an incentive not to pursue actions against a portfolio company that would be in our best interest.

We may compete for capital and investment opportunities with other entities managed by our Adviser or its affiliates, subjecting our Adviser to certain conflicts of interests.

Our Adviser will experience conflicts of interest in connection with the management of our business affairs relating to and arising from a number of matters, including: the allocation of investment opportunities by our Adviser and its affiliates; compensation to our Adviser; services that may be provided by our Adviser and its affiliates to issuers in which we may invest; investments by us and other clients of our Adviser, subject to the limitations of the 1940 Act; the formation of additional investment funds managed by our Adviser; differing recommendations given by our Adviser to us versus other clients; our Adviser’s use of information gained from issuers in our portfolio for investments by other clients, subject to applicable law; and restrictions on our Adviser’s use of “inside information” with respect to potential investments by us.

Specifically, we may compete for investments with the other Blue Owl Clients, subjecting our Adviser and its affiliates to certain conflicts of interest in evaluating the suitability of investment opportunities and making or recommending investments on our behalf. To mitigate these conflicts, the Owl Rock Advisers will seek to execute such transactions for all of the participating investment accounts, including us, on a fair and equitable basis and in accordance with the Owl Rock Advisers’ investment allocation policy, taking into account such factors as the relative amounts of capital available for new investments; cash on hand; existing commitments and reserves; the investment programs and portfolio positions of the participating investment accounts, including portfolio construction, diversification and concentration considerations; the investment objectives, guidelines and strategies of each client; the clients for which participation is appropriate’ each client’s life cycle; targeted leverage level; targeted asset mix and any other factors deemed appropriate.

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 exemptive relief that has been granted by the SEC to ORCA to co-invest with other funds managed by our 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 such exemptive relief, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching of 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 Adviser or its affiliates or any affiliated 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. The Owl Rock Advisers’ 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 exemptive relief, there could be significant overlap in our investment portfolio and the investment portfolio of other funds managed by Owl Rock that could avail themselves of the exemptive relief and that have an investment objective similar to ours.

Actions by our Adviser or its affiliates on behalf of their other accounts and clients may be adverse to us and our investments and harmful to us.

The Owl Rock Advisers and their affiliates manage assets for accounts other than us, including, but not limited to, the Blue Owl Clients. Actions taken by the Owl Rock Advisers and their affiliates on behalf of the Blue Owl Clients may be adverse to us and our investments, which could harm our performance. For example, we may invest in the same credit obligations as other Blue Owl Clients, although, to the extent permitted under the 1940 Act, our investments may include different obligations or levels of the capital structure of the same issuer. Decisions made with respect to the securities held by one of the Blue Owl Clients may cause (or have the potential to cause) harm to the different class of securities of the issuer held by other Blue Owl Clients (including us). While the Owl Rock Advisers and their affiliates have developed general guidelines regarding when two or more funds can invest in different parts of

the same company’s capital structure and created a process that they employ to handle those conflicts when they arise, their decision to permit the investments to occur in the first instance or their judgment on how to minimize the conflict could be challenged. If the Owl Rock Advisers and their affiliates fail to appropriately address those conflicts, it could negatively impact their reputation and ability to raise additional funds and the willingness of counterparties to do business with them or result in potential litigation against them.

Our access to confidential information may restrict our ability to take action with respect to some investments, which, in turn, may negatively affect our results of operations.

We, directly or through our Adviser, may obtain confidential information about the companies in which we have invested or may invest or be deemed to have such confidential information. Our Adviser may come into possession of material, non-public information through its members, officers, directors, employees, principals or affiliates. In addition, Dyal Clients may invest in entities that manage our portfolio companies and, as a result, may obtain additional confidential information about our portfolio companies. The possession of such information may, to our detriment, limit the ability of us and our Adviser to buy or sell a security or otherwise to participate in an investment opportunity. In certain circumstances, employees of our Adviser may serve as board members or in other capacities for portfolio or potential portfolio companies, which could restrict our ability to trade in the securities of such companies. For example, if personnel of our Adviser come into possession of material non-public information with respect to our investments, such personnel will be restricted by our Adviser’s information-sharing policies and procedures or by law or contract from sharing such information with our management team, even where the disclosure of such information would be in our best interests or would otherwise influence decisions taken by the members of the management team with respect to that investment. This conflict and these procedures and practices may limit the freedom of our Adviser to enter into or exit from potentially profitable investments for us, which could have an adverse effect on our results of operations. Accordingly, there can be no assurance that we will be able to fully leverage the resources and industry expertise of our Adviser in the course of its duties. Additionally, there may be circumstances in which one or more individuals associated with our Adviser will be precluded from providing services to us because of certain confidential information available to those individuals or to other parts of our Adviser.

To the extent we invest in publicly traded companies, we may be unable to obtain financial covenants and other contractual rights, which subjects us to additional risks.

If we invest in instruments issued by publicly-held companies, we may be subject to risks that differ in type or degree from those involved with investments in privately-held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on our ability to dispose of such instruments at certain times, increased likelihood of shareholder litigation against such companies’ board members and increased costs associated with each of the aforementioned risks. In addition, to the extent we invest in publicly traded debt instruments, we may not be able to obtain financial covenants or other contractual rights that we might otherwise be able to obtain when making privately-negotiated investments. We may not have the same access to information in connection with investments in public debt instruments that we would expect to have in connection with privately-negotiated investments. If we or the Adviser were deemed to have material, nonpublic information regarding the issuer of a publicly traded instrument in which we have invested, we may be limited in our ability to make new investments or sell existing investments in such issuer.

Cybersecurity risks and cyber incidents may adversely affect our business or the business of our portfolio companies by causing a disruption to our operations or the operations of our portfolio companies, a compromise or corruption of our confidential information or the confidential information of our portfolio companies and/or damage to our business relationships or the business relationships of our portfolio companies, all of which could negatively impact the business, financial condition and operating results of us or our portfolio companies.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of the information resources of us or our portfolio companies. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems or those of our portfolio companies or third-party vendors for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. Despite careful security and controls design, the information technology systems of our portfolio companies and our third-party vendors, may be subject to security breaches and cyber-attacks the result of which could include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to business relationships. As our, our portfolio companies’ and our third party vendor’s reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by third-party service providers, and the information systems of our portfolio companies and third-party vendors. We have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber-incident, do not guarantee that a cyber-incident will not occur and/or that our financial results, operations or confidential information will not be negatively impacted by such an incident. Further, the remote working conditions resulting from the COVID-19 pandemic have heightened our and our portfolio companies’ vulnerability to a cybersecurity risk or incident.

We cannot predict how new tax legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.

Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. The Biden Administration has proposed significant changes to the existing U.S. tax rules, and there are a number of proposals in Congress that would similarly modify the existing U.S. tax rules.  The likelihood of any such legislation being enacted is uncertain, but new legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our investors of such qualification, or could have other adverse consequences. Investors are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our common stock.

The interest rates of our term loans to our portfolio companies that extend beyond 2021 might be subject to change based on recent regulatory changes, including the decommissioning of LIBOR.

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

On March 5, 2021, the United Kingdom's Financial Conduct Authority (the "FCA"), which regulates LIBOR, announced that it will not compel panel banks to contribute to the overnight 1, 3, 6 and 12 months USA LIBOR tenors after June 30, 2023 and all other tenors after December 31, 2021. It is unclear if at that time LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. Central banks and regulators in a number of major jurisdictions (for example, United States, United Kingdom, European Union, Switzerland and Japan) have convened working groups to find, and implement the transition to, suitable replacements for interbank offered rates ("IBORs"). In addition, on March 25, 2020, the FCA stated that although the central assumption that firms cannot rely on LIBOR being published after the end of 2021 has not changed, the outbreak of COVID-19 has impacted the timing of many firms' transition planning, and the FCA will continue to assess the impact of the COVID-19 outbreak on transition timelines and update the marketplace as soon as possible.

To identify a successor rate for U.S. dollar LIBOR, the Alternative Reference Rates Committee ("ARRC"), a U.S.-based group convened by the U.S. Federal Reserve Board and the Federal Reserve Bank of New York, was formed. The ARRC has identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. On July 29, 2021, the ARCC formally recommended SOFR as its preferred alternative replacement rate for LIBOR. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, at this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere or, whether the COVID-19 outbreak will have further effect on LIBOR transition plans.

The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market value of and/or transferability of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations. In addition, while the majority of our LIBOR-linked loans contemplate that LIBOR may cease to exist and allow for amendment to a new base rate without the approval of 100% of the lenders, if LIBOR ceases to exist, we will still need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate, in order to replace LIBOR with the new standard that is established, which may have an adverse effect on our overall financial condition or results of operations. Following the replacement of LIBOR, some or all of these credit agreements may bear interest at a lower interest rate, which could have an adverse impact on the value and liquidity of our investment in these portfolio companies and, as a result on our results of operations. Moreover, if LIBOR ceases to exist, we may need to renegotiate certain terms of our credit facilities. If we are unable to do so, amounts drawn under our credit facilities may bear interest at a higher rate, which would increase the cost of our borrowings and, in turn, affect our results of operations.

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 14, 2021, pursuant to our dividend reinvestment plan, we issued 481,892 shares of our common stock, at a price of $15.32 per share, to stockholders of record as of March 31, 2021 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.

Investment Team and Investment Committee

The Adviser's investment team (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 committee is comprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, Alexis Maged, Erik Bissonnette, Pravin Vazirani and, as of September 1, 2021, Jon Ten Oever. Subject to the overall supervision of the Board, the Adviser manages our day-to-day operations, and provides investment advisory and management services to us.

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 and monitors the performance of the investment portfolio. Each investment opportunity requires the approval of a majority of the members 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.

Mr. ten Oever, 49, is a Managing Director in the Owl Rock division of Blue Owl, serves as the Head of Technology Credit for each of the Owl Rock Advisers and, effective September 1, 2021, serves as a member of the Investment Committee of the Adviser. Prior to joining Owl Rock in 2019, Mr. ten Oever was a Managing Director at Goldman Sachs & Co. from 2007 until 2019. At Goldman Sachs & Co., Mr. ten Oever held several positions in the Americas Financing Group’s Leveraged Finance Group, including leadership of the TMT and Healthcare verticals.  Prior to working at Goldman Sachs, Mr. ten Oever was a Vice President at Credit Suisse Securities (USA) LLC, in the Media & Telecom Group from 2000 until 2007 and an attorney at Sullivan & Cromwell LLP from 1997 until 2000. Mr. ten Oever received a B.A. from Huron College at the University of Western Ontario in 1994 and a J.D. from the Yale Law School in 1997.

Executive Officers

On August 9, 2021, the Board, appointed Jonathan Lamm to serve as the Company's Chief Financial Officer and Chief Operating Officer, effective September 1, 2021. The Board also appointed Alan Kirshenbaum, who currently serves as the Company's Chief Financial Officer, Chief Operating Officer and Treasurer, to serve as the Company's Executive Vice President, and Matthew Swatt and Shari Withem to serve as the Company's Co-Treasurers, each effective September 1, 2021.

Mr. Lamm, 47, is a Managing Director of Blue Owl, Chief Financial Officer and Chief Operating Officer of the Company and Owl Rock Capital Corporation and a Vice President of Owl Rock Capital Corporation III. Prior to joining Owl Rock, a division of Blue Owl, in April 2021, Mr. Lamm served as the Chief Financial Officer and Treasurer of Goldman Sachs BDC, Inc. (“GSBD”), a business development company traded on the New York Stock Exchange. Mr. Lamm was responsible for building and overseeing GSBD's finance, treasury, accounting and operations functions from April 2013 through March 2021, including during its initial

public offering in March 2015. During his time at Goldman Sachs, Mr. Lamm also served as Chief Financial Officer and Treasurer of Goldman Sachs Private Middle Market Credit LLC, Goldman Sachs Private Middle Market Credit II LLC and Goldman Sachs Middle Market Lending Corp. prior to the completion of its merger with GSBD in October 2020. Throughout his twenty-two years at Goldman Sachs, Mr. Lamm held various positions. From 2013 to 2021, Mr. Lamm served as Managing Director, Chief Operating Officer and Chief Financial Officer at GSAM Credit Alternatives. From 2007 to 2013, Mr. Lamm served as Vice President, Chief Operating Officer and Chief Financial Officer at GSAM Credit Alternatives. From 2005 to 2007, Mr. Lamm served as Vice President in the Financial Reporting group and, from 1999 to 2005, he served as a Product Controller. Prior to joining Goldman Sachs, Mr. Lamm worked in public accounting at Deloitte & Touche.

Mr. Swatt, 33, is a Principal of Blue Owl and serves as the Co-Controller for each of the Company, Owl Rock Capital Corporation, Owl Rock Capital Corporation II, Owl Rock Capital Corporation III and Owl Rock Core Income Corp. (the “Owl Rock BDCs”) and, effective September 1, 2021, will serve as Co-Treasurer for the Company, Owl Rock Capital Corporation, Owl Rock Capital Corporation II and Owl Rock Capital Corporation III and as the Co-Chief Accounting Officer for Owl Rock Capital Corporation II and Owl Rock Capital Corporation III. Prior to joining Owl Rock in May 2016, Mr. Swatt was an Assistant Controller at Guggenheim Partners in their Private Credit group, where he was responsible for the finance, accounting, and financial reporting functions. Preceding that role, Mr. Swatt worked within the Financial Services—Alternative Investments practice of PricewaterhouseCoopers LLP where he specialized in financial reporting, fair valuation of illiquid investments and structured products, internal controls and other technical accounting matters pertaining to alternative investment advisors, hedge funds, business development companies and private equity funds. Mr. Swatt received a B.S. in Accounting from the University of Maryland and is a licensed Certified Public Accountant in New York.

Ms. Withem, 38, is a Principal of Blue Owl and serves as the Co-Controller for each of the Owl Rock BDCs and, effective September 1, 2021, will serve as Co-Treasurer for the Company, Owl Rock Capital Corporation, Owl Rock Capital Corporation II and Owl Rock Capital Corporation III and as the Co-Chief Accounting Officer for Owl Rock Capital Corporation II and Owl Rock Capital Corporation III. Prior to joining Owl Rock in March 2018, Ms. Withem was Vice President of TPG Special Situation Partners, a business development company traded on the NYSE (TSLX), where she was responsible for accounting, financial reporting, treasury and internal controls functions. Preceding that role, Ms. Withem worked for MCG Capital Corporation, a business development company formerly traded on the Nasdaq (MCGC) and Deloitte in the Audit and Assurance Practice. Ms. Withem received a B.S. in Accounting from James Madison University and is a licensed Certified Public Accountant in Virginia.

Biographical and other information about Mr. Kirshenbaum can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission on July 9, 2021 and is incorporated by reference herein.

Item 6. Exhibits

Exhibit<br><br><br>Number Description of Exhibits
3.1 Articles of Amendment and Restatement, dated August 9, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10, filed on August 10, 2018).
3.2 Bylaws, dated July 18, 2018 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10, filed on August 10, 2018).
4.1* Fourth Supplemental Indenture, dated June 14, 2021, relating to the 2.500% note due 2027, by and between the Company and Wells Fargo Bank, National Association as trustee, including the form of Global Note attached thereto
10.1 Amended and Restated Investment Advisory Agreement between Owl Rock Technology Finance Corp. and Owl Rock Technology Advisors LLC, dated May 18, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed on May 19, 2021).
10.2 Amended and Restated Administration Agreement between Owl Rock Technology Finance Cop. and Owl Rock Technology Advisors LLC, dated May 18, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K, filed on May 19, 2021).
31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1* Code of Ethics.

________________

*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.

Owl Rock Technology Finance Corp.
Date: August 12, 2021 By: /s/ Craig W. Packer
Craig W. Packer
Chief Executive Officer
Owl Rock Technology Finance Corp.
--- --- ---
Date: August 12, 2021 By: /s/ Alan Kirshenbaum
Alan Kirshenbaum
Chief Operating Officer and Chief Financial Officer

92

orctf-ex41_99.htm

Exhibit 4.1

FOURTH SUPPLEMENTAL INDENTURE

between

OWL ROCK TECHNOLOGY FINANCE CORP.

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

Dated as of June 14, 2021

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FOURTH SUPPLEMENTAL INDENTURE

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of June 14, 2021, is between Owl Rock Technology Finance Corp., a Maryland corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below) unless otherwise defined herein.

RECITALS OF THE COMPANY

The Company and the Trustee executed and delivered an Indenture, dated as of June 12, 2020 (the “Base Indenture” and, as supplemented by this Fourth Supplemental Indenture, collectively, the “Indenture”), to provide for the issuance by the Company from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in the Indenture.

The Company desires to issue and sell $300,000,000 aggregate principal amount of the Company’s 2.500% Notes due 2027 (the “Notes”).

The Company previously entered into the First Supplemental Indenture, dated as of June 12, 2020 (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of September 23, 2020 (the “Second Supplemental Indenture”), and the Third Supplemental Indenture, dated as of December 17, 2020 (the “Third Supplemental Indenture”), each of which supplemented the Base Indenture.  None of the First Supplemental Indenture, the Second Supplemental Indenture or the Third Supplemental Indenture is applicable to the Notes.

Sections 9.01(iv) and 9.01(vi) of the Base Indenture provide that without the consent of Holders of the Securities of any series issued under the Indenture, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Base Indenture to (i) change or eliminate any of the provisions of the Indenture when there is no Security Outstanding of any series created prior to the execution of a supplemental indenture that is entitled to the benefit of such provision and (ii) establish the form or terms of Securities of any series as permitted by Section 2.01 and Section 3.01 of the Base Indenture.

The Company desires to establish the form and terms of the Notes and to modify, alter, supplement and change certain provisions of the Base Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (“Future Supplemental Indenture”)).

The Company has duly authorized the execution and delivery of this Fourth Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to make this Fourth Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of the Company, in accordance with its terms, have been done and performed.

46121621.6

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE I TERMS OF THE NOTES

Section 1.01Terms of the Notes. The following terms relating to the Notes are hereby established:

(a)The Notes shall constitute a series of Securities having the title “2.500% Notes due 2027” and shall be designated as Senior Securities under the Indenture. The Notes shall bear a CUSIP number of 691205 AG3 and an ISIN number of US 691205 AG35.

(b)The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be $300,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity, CUSIP number and other terms as the Notes (except for the issue date, offering price and,  if applicable, the initial interest payment date); provided that such Additional Notes must either (i) be issued in a “qualified reopening” for U.S. Federal income tax purposes, with no more than a de minimis amount of original issue discount, or (ii) otherwise be part of the same issue as the Notes for U.S. federal income tax purposes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.

(c)The entire Outstanding principal amount of the Notes shall be payable on January 15, 2027, unless earlier redeemed or repurchased in accordance with the provisions of this Fourth Supplemental Indenture.

(d)The rate at which the Notes shall bear interest shall be 2.500% per annum.

(e)The date from which interest shall accrue on the Notes shall be June 14, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be January 15 and July 15 of each year, commencing January 15, 2022 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day with the same force and effect as if made on the scheduled Interest Payment Date and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including June 14, 2021 (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment

46121621.6

Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be January 1 or July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the Paying Agent, which shall initially be the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that in the case of Notes that are not in global form, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by the Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.

(f)The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Fourth Supplemental Indenture. Each Global Note shall represent the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon and that the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.

(g)The depositary for such Global Notes shall be the Depositary Custodian. The Security Registrar with respect to the Global Notes shall be the Trustee.

(h)The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.07 and 10.08 of the Indenture.

(i)The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:

(i)The Notes will be redeemable, in whole or in part, at any time, or from time to time, at the option of the Company, at a Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the Redemption Date:

A.100% of the principal amount of the Notes to be redeemed, or

B.the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest

46121621.6

to the Redemption Date) on the Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 30 basis points;

provided, however, that if the Company redeems any Notes on or after December 15, 2026, the Redemption Price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.

For purposes of calculating the Redemption Price in connection with the redemption of the Notes, on any Redemption Date, the following terms have the meanings set forth below:

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed as of the third Business Day immediately preceding the redemption), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Redemption Price and the Treasury Rate will be determined by the Company.

“Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes being redeemed.

“Comparable Treasury Price” means (1) the average of the remaining Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Quotation Agent” means a Reference Treasury Dealer selected by the Company.

“Reference Treasury Dealer” means each of (1) a primary U.S. government securities dealer selected by SMBC Nikko Securities America, Inc.; Deutsche Bank Securities Inc.; a primary U.S. government securities dealer selected by ING Financial Markets LLC; J.P. Morgan Securities LLC; a primary U.S. government securities dealer selected by MUFG Securities Americas Inc.; RBC Capital Markets, LLC; and a primary U.S. government securities dealer selected by Truist Securities, Inc., or their respective affiliates which are primary U.S. government securities dealers in the United States (a “Primary Treasury Dealer”) and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer, the Company shall select another Primary Treasury Dealer and (2) two other Primary Treasury Dealers selected by the Company.

46121621.6

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such Redemption Date.

All determinations made by any Reference Treasury Dealer, including the Quotation Agent, with respect to determining the Redemption Price will be final and binding absent manifest error.

(ii)Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, or sent electronically in accordance with Applicable Procedures with respect to Notes in global form, to each Holder of the Notes to be redeemed, not less than 30 nor more than 60 days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture. If the Redemption Price is not known at the time such notice is to be given, the actual Redemption Price, calculated as described in the terms of the Notes, will be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date.

(iii)Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.

(iv)If the Company elects to redeem only a portion of the Notes, the particular Notes to be redeemed will be selected by the Trustee on a pro rata basis to the extent practicable, or, if a pro rata basis is not practicable for any reason, by lot or in such other manner as the Trustee shall deem fair and appropriate, and in any case in accordance with the applicable procedures of the Depositary and in accordance with the Investment Company Act as directed by the Company; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000.

(v)Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.

(j)The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.

(k)The Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(l)Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity other than in accordance with Article Thirteen of the Indenture.

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ARTICLE II DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 2.01Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be amended by adding the following defined terms to Section 1.01 of the Base Indenture in appropriate alphabetical sequence, as follows:

“Below Investment Grade Rating Event” means the Notes are downgraded below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that results in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by either Rating Agency); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Company in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following:

(1)the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of the Company and its Controlled Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act), other than to any Permitted Holders; provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries shall not be deemed to be any such sale, lease, transfer, conveyance or disposition;

(2)the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares; or

(3)the approval by the Company’s stockholders of any plan or proposal relating to the liquidation or dissolution of the Company.

“Change of Control Repurchase Event” means the occurrence of a Change of Control and a Below Investment Grade Rating Event.

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“Controlled Subsidiary” means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

“Depositary” means, with respect to each Note in global form, The Depository Trust Company, until a successor shall have been appointed and becomes such person, and thereafter, Depositary shall mean or include such successor.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s), BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) and BBB- or better by KBRA (or its equivalent under any successor rating categories of KBRA) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of the Company’s control, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency).

“KBRA” means Kroll Bond Rating Agency or any successor thereto.

“Moody’s” means Moody’s Investor Services, Inc. or any successor thereto.

“Permitted Holders” means (i) the Company, (ii) one or more of the Company’s Controlled Subsidiaries and (iii) Owl Rock Technology Advisors LLC, or any Affiliate of Owl Rock Technology Advisors LLC that is organized under the laws of a jurisdiction located in the United States of America and in the business of managing or advising clients.

“Rating Agency” means (1) each of Moody’s, S&P and KBRA; and (2) if any of Moody’s, S&P or KBRA ceases to rate the Notes or fails to make a rating of the 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 Moody’s, S&P and/or KBRA, as the case may be.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act, as such regulation is in effect on the original date of this Indenture (but excluding any Subsidiary which is (a) a non-recourse or limited recourse Subsidiary, (b) a bankruptcy remote special purpose vehicle or (c) not consolidated with the Company for purposes of GAAP).

“S&P” means S&P Global Ratings, or any successor thereto.

“Voting Stock” as applied to stock of any Person, means shares, interests, participations or other equivalents in the equity interest (however designated) in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.

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ARTICLE III REMEDIES

Section 3.01Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall be amended by replacing clause (ii) thereof with the following:

“(ii)     default in the payment of the principal of (or premium, if any, on) any Note when it becomes due and payable at its Maturity, including upon any Redemption Date or required repurchase date; or”

Section 3.02Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall be amended by adding the following language as clause (ix):

“(ix):   default by the Company or any of its Significant Subsidiaries, with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $100 million in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, unless, in either case, such indebtedness is discharged, or such acceleration is rescinded, stayed or annulled, within a period of 30 calendar days after written notice of such failure is given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding.”

Section 3.03Except as may be provided in  in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 5.02 of the Base Indenture shall be amended by replacing the first paragraph of Section 5.02 with the following:

“If an Event of Default with respect to the Notes occurs and is continuing, then and in every such case (other than an Event of Default specified in Section 5.01(v) or 5.01(vi)), the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal of all the Outstanding Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal shall become immediately due and payable; provided that 100% of the principal of, and accrued and unpaid interest on, the Notes will automatically become due and payable in the case of an Event of Default specified in Section 5.01(v) or 5.01(vi) hereof.”

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ARTICLE IV COVENANTS

Section 4.01 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by adding the following new Sections 10.07 and 10.08 thereto, each as set forth below:

“Section 10.07  Section 18(a)(1)(A) of the Investment Company Act.

The Company hereby agrees that for the period of time during which Notes are Outstanding, the Company will not violate, whether or not it is subject to, Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act or any successor provisions thereto of the Investment Company Act, giving effect to any exemptive relief granted to the Company by the Commission.”

“Section 10.08  Commission Reports and Reports to Holders.

If, at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the Commission, the Company agrees to furnish to the Holders of Notes and the Trustee for the period of time during which the Notes are Outstanding: (i) within 90 days after the end of the each fiscal year of the Company, audited annual consolidated financial statements of the Company and (ii) within 45 days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal quarter), unaudited interim consolidated financial statements of the Company. All such financial statements shall be prepared, in all material respects, in accordance with GAAP, as applicable.

Delivery of such reports, information, and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Certificates).”

ARTICLE V THE TRUSTEE

Section 5.01Neither the Trustee nor any Paying Agent shall be responsible for determining whether any Change of Control or Below Investment Grade Rating Event has occurred and whether any Change of Control offer with respect to the Notes is required.

ARTICLE VI OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT

Section 6.01Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether

46121621.6

now or hereafter issued and Outstanding, Article Thirteen of the Base Indenture shall be amended by replacing Sections 13.01 to 13.05 thereto with the following:

“Section 13.01Change of Control.

If a Change of Control Repurchase Event occurs, unless the Company shall have exercised its right to redeem the Notes in full, the Company shall make an offer to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amount thereabove) of that Holder’s Notes at a repurchase price in cash equal to 100% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase. Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will send a notice to each Holder and the Trustee describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event.

To the extent that the provisions of any securities laws or regulations conflict with this Section 13.01, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 13.01 by virtue of such conflict.

On the Change of Control Repurchase Event payment date, subject to extension if necessary to comply with the provisions of the Investment Company Act, the Company shall, to the extent lawful:

(1)accept for payment all Notes or portions of Notes properly tendered pursuant to its offer;

(2)deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and

(3)deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased by the Company.

The Paying Agent will promptly remit to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate upon receipt of a Company Order and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

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If any Repayment Date upon a Change of Control Repurchase Event falls on a day that is not a Business Day, then the required payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment.

The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in respect of the Notes in the manner, at the time and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.”

ARTICLE VII MISCELLANEOUS

Section 7.01This Fourth Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws that would cause the application of laws of another jurisdiction. This Fourth Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any provision of the Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the Trust Indenture Act, the imposed duties will control.

Section 7.02In case any provision in this Fourth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 7.03This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which will be an original, but such counterparts will together constitute but one and the same Fourth Supplemental Indenture. The exchange of copies of this Fourth Supplemental Indenture and of signature pages by facsimile, .pdf transmission, email or other electronic means shall constitute effective execution and delivery of this Fourth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or other electronic means shall be deemed to be their original signatures for all purposes.

Section 7.04The Base Indenture, as supplemented and amended by this Fourth Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. All provisions included in this Fourth Supplemental Indenture supersede any conflicting provisions included in the Base Indenture with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this Fourth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this Fourth Supplemental Indenture. All of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Fourth Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.

Section 7.05The provisions of this Fourth Supplemental Indenture shall become effective as of the date hereof.

46121621.6

Section 7.06Notwithstanding anything else to the contrary herein, the terms and provisions of this Fourth Supplemental Indenture shall apply only to the Notes and shall not apply to any other series of Securities under the Indenture and this Fourth Supplemental Indenture shall not and does not otherwise affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Indenture, whether now or hereafter issued and Outstanding.

Section 7.07The recitals contained herein and in the Notes shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to and shall not be responsible for the validity or sufficiency of this Fourth Supplemental Indenture, the Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Fourth Supplemental Indenture, authenticate the Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall not be accountable for the use or application by the Company of the Notes or any Additional Notes or the proceeds thereof.

46121621.6

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date first above written.

OWL ROCK TECHNOLOGY FINANCE CORP.<br><br><br><br><br><br><br><br><br>/s/ Alan Kirshenbaum<br><br><br>Name: Alan Kirshenbaum<br><br><br>Title: Chief Operating Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee<br><br><br><br><br><br><br><br><br>/s/ Jessica Wuornos<br><br><br>Name: Jessica Wuornos<br><br><br>Title: Vice President

[Signature Page to Fourth Supplemental Indenture]

46121621.6

Exhibit A – Form of Global Note

THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment and such certificate issued in exchange for this certificate is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful, as the registered owner hereof, Cede & Co., has an interest herein.

Owl Rock Technology Finance Corp.

No. Initially $
CUSIP No.  691205 AG3
ISIN No.  US 691205AG35

2.500% Notes due 2027

Owl Rock Technology Finance Corp., a corporation duly organized and existing under the laws of Maryland (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of  dollars (U.S. $), or such other principal sum as shall be set forth in the Schedule of Increases or Decreases attached hereto, on January 15, 2027, and to pay interest thereon from June 14, 2021 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually, in arrears, on January 15 and July 15 in each year, commencing January 15, 2022, at the rate of 2.500% per annum until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be January 1 and July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is

1

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registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series.

Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the Corporate Trust Office of the Paying Agent, which shall initially be the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as this Security is registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by the Depository Trust Company and the Trustee.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

2

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:

OWL ROCK TECHNOLOGY FINANCE CORP.<br><br><br><br><br><br><br><br><br>By:<br><br><br>Name: Alan Kirshenbaum<br><br><br>Title: Chief Financial Officer and Chief Operating Officer
Attest:<br><br><br>Name: Neena Reddy<br><br><br>Title: Secretary

3

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This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

WELLS FARGO BANK, NATIONAL ASSOCIATION,<br><br><br>as Trustee
By:
Authorized Signatory

4

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[BACK OF NOTE]

Owl Rock Technology Finance Corp.

2.500% Notes due 2027

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of June 12, 2020 (herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and Wells Fargo Bank, National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Base Indenture), and reference is hereby made to the Base Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered, as supplemented by the Fourth Supplemental Indenture, relating to the Securities, dated as of June 14, 2021, by and between the Company and the Trustee (herein called the “Fourth Supplemental Indenture”; and together with the Base Indenture, the “Indenture”). In the event of any conflict between the Base Indenture and the Fourth Supplemental Indenture, the Fourth Supplemental Indenture shall govern and control.

This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $300,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Securities, issue additional Securities of this series (in any such case “Additional Securities”) having the same ranking and the same interest rate, maturity, CUSIP number and other terms as the Securities (except for the issue date, offering price and, if applicable, the initial payment date), provided that such Additional Securities must either (i) be issued in a “qualified reopening” for U.S. Federal income tax purposes, with no more than a de minimis amount of original issue discount, or (ii) otherwise be part of the same issue as the Securities for U.S. federal income tax purposes. Any Additional Securities and the existing Securities will constitute a single series under the Indenture and all references to the relevant Securities herein shall include the Additional Securities unless the context otherwise requires. The aggregate amount of Outstanding Securities represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.

The Securities of this series are subject to redemption in whole or in part at any time or from time to time, at the option of the Company, at a Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the Redemption Date:

(a) 100% of the principal amount of the Securities to be redeemed, or
(b) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the Redemption Date) on the Securities to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 30 basis points;
--- ---

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provided, however, that if the Company redeems any Securities on or after December 15, 2026, the Redemption Price for the Securities will be equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.

For purposes of calculating the Redemption Price in connection with the redemption of the Securities, on any Redemption Date, the following terms have the meanings set forth below:

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed as of the third Business Day immediately preceding the redemption), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Redemption Price and the Treasury Rate will be determined by the Company.

“Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities being redeemed.

“Comparable Treasury Price” means (1) the average of the remaining Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Quotation Agent” means a Reference Treasury Dealer selected by the Company.

“Reference Treasury Dealer” means each of (1) a primary U.S. government securities dealer selected by SMBC Nikko Securities America, Inc.; Deutsche Bank Securities Inc.; a primary U.S. government securities dealer selected by ING Financial Markets LLC; J.P. Morgan Securities LLC; a primary U.S. government securities dealer selected by MUFG Securities Americas Inc.; RBC Capital Markets, LLC; and a primary U.S. government securities dealer selected by Truist Securities, Inc., or their respective affiliates which are primary U.S. government securities dealers in the United States (a “Primary Treasury Dealer”) and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer, the Company shall select another Primary Treasury Dealer and (2) two other Primary Treasury Dealers selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such Redemption Date.

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All determinations made by any Reference Treasury Dealer, including the Quotation Agent, with respect to determining the Redemption Price will be final and binding absent manifest error.

Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, or sent electronically in accordance with Applicable Procedures with respect to Securities in global form, to each Holder of the Securities to be redeemed, not less than 30 nor more than 60 days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.

Any exercise of the Company’s option to redeem the Securities will be done in compliance with the Investment Company Act, to the extent applicable.

If the Company elects to redeem only a portion of the Securities, the particular Securities to be redeemed will be selected by the Trustee in accordance with the applicable procedures of the Depositary and in accordance with the Investment Company Act. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than $2,000.

Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities called for redemption.

Holders will have the right to require the Company to repurchase their Securities upon the occurrence of a Change of Control Repurchase Event as set forth in the Indenture.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to Securities of this series shall occur and be continuing (other than Events of Default related to certain events of bankruptcy, insolvency or reorganization as set forth in the Indenture), the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. In the case of certain events of bankruptcy, insolvency or reorganization described in the Indenture, 100% of the principal of and accrued and unpaid interest on the Securities will automatically become due and payable.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past

7

46121621.6

defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of security or indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this

8

46121621.6

Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.

9

46121621.6

Assignment Form

To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to:
---
(Insert Assignee’s Legal Name)
---
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint
---
to transfer this Note on the books of the Company. The agent may substitute another to act for him.
---
Date:
Your Signature:
(Sign exactly as your name appears on the face of this Note)
Signature Guarantee*:
* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
--- ---

10

46121621.6

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 13.01 of the Indenture, check the box below:

☐  Section 13.01

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 13.01 of the Indenture, state the amount you elect to have purchased:

$

Date:

Your Signature:
(Sign exactly as your name appears on the face of this Note)
Tax Identification No.:
---

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

11

46121621.6

SCHEDULE OF INCREASES AND DECREASES OF GLOBAL NOTE

The initial principal amount of this Global Note is $[•]. The following increases and decreases to this Global Note have been made:

Date of Increase or<br>Decrease Amount of Decrease in<br>Principal Amount at<br>Maturity<br>of this Global Note Amount of Increase in<br>Principal Amount at<br>Maturity<br>of this Global Note Principal Amount at<br>Maturity<br>of this Global Note<br>Following such<br>decrease (or  increase) Signature of<br>Authorized Signatory<br>of Trustee or DTC<br>Custodian

12

46121621.6

orctf-ex311_9.htm

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Craig W. Packer, Chief Executive Officer of Owl Rock Technology Finance Corp., certify that:

  1. I have reviewed this Quarterly Report on Form 10-Q of Owl Rock Technology Finance Corp. (the “registrant”) for the quarter ended June 30, 2021;

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  1. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2021 By: /s/ Craig W. Packer
Craig W. Packer
Chief Executive Officer

orctf-ex312_7.htm

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alan Kirshenbaum, Chief Financial Officer of Owl Rock Technology Finance Corp., certify that:

  1. I have reviewed this Quarterly Report on Form 10-Q of Owl Rock Technology Finance Corp. (the “registrant”) for the quarter ended June 30, 2021;

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  1. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2021 By: /s/ Alan Kirshenbaum
Alan Kirshenbaum
Chief Operating Officer and Chief Financial Officer

orctf-ex321_8.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Executive Officer of Owl Rock Technology Finance Corp. (the “Company”), does hereby certify that to the undersigned’s knowledge:

1) the Company’s Form 10-Q for the quarter ended June 30, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2) the information contained in the Company’s Form 10-Q for the quarter ended June 30, 2021 fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 12, 2021 By: /s/ Craig W. Packer
Craig W. Packer
Chief Executive Officer

orctf-ex322_6.htm

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Financial Officer of Owl Rock Technology Finance Corp. (the “Company”), does hereby certify that to the undersigned’s knowledge:

1) the Company’s Form 10-Q for the quarter ended June 30, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2) the information contained in the Company’s Form 10-Q for the quarter ended June 30, 2021 fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 12, 2021 By: /s/ Alan Kirshenbaum
Alan Kirshenbaum
Chief Operating Officer and Chief Financial Officer

orctf-ex991_60.htm

Exhibit 99.1

Code of Ethics – Personal Account Dealing

______________________________________________________________________________

I. Entities Covered by This Policy
•The “Blue Owl Advisers”:<br><br><br>(1)Owl Rock Capital Advisors LLC<br><br><br>(2)Owl Rock Private Fund Advisors LLC<br><br><br>(3)Owl Rock Technology Advisors LLC<br><br><br>(4)Owl Rock Diversified Advisors LLC<br><br><br>(5)Dyal Advisors LLC<br><br><br>(6)Dyal IV Advisors LLC<br><br><br>•The “Owl Rock BDCs”:<br><br><br>(1)Owl Rock Capital Corporation<br><br><br>(2)Owl Rock Capital Corporation II<br><br><br>(3)Owl Rock Core Income Corp<br><br><br>(4)Owl Rock Capital Corporation III<br><br><br>(5)Owl Rock Technology Finance Corp<br><br><br>•Blue Owl Securities LLC (collectively with the Blue Owl Advisers and Owl Rock BDCs, the “Companies”).
II. Purpose of These Policies and Procedures
Each of the Blue Owl Advisers, as investment advisers registered with the SEC, and each of the Owl Rock BDCs, as funds that have elected to be regulated as business development companies, are required by applicable rules and regulations to adopt a Code of Ethics.  The Code of Ethics must set forth standards of conduct expected by Access Persons, as defined below, of the Blue Owl Advisers and the Owl Rock BDCs and address conflicts of interest that may arise between the Blue Owl Advisers and Owl Rock BDCs and their respective employees, including those that may arise from personal securities transactions by employees.  Owl Rock Securities, as the Owl Rock BDCs’ affiliated principal underwriter, and its employees are also subject to these requirements.<br><br><br><br><br><br>It is the Companies’ policy that you may not, in connection with the purchase or sale, directly or indirectly, of any security held or to be acquired by any client who has entered into an investment management agreement with the Companies:<br><br><br><br><br><br>•employ any device, scheme or artifice to defraud a client;<br><br><br>•make any untrue statement of a material fact to a client or omit to state a material fact necessary in order to make the statements made to a client, in light of the circumstances under which they are made, not misleading;<br><br><br>•engage in an act, practice, or course of business that operates or would operate as a fraud or deceit on a client; or<br><br><br>•engage in any manipulative practice with respect to a client.<br><br><br><br><br><br>Each of the Owl Rock BDCs has adopted this Code of Ethics, which contains provisions it deems reasonably appropriate to prevent those of its affiliated persons who are Access Persons from engaging in any of these prohibited acts.  In addition, this policy constitutes the code of ethics for the Owl Rock BDCs pursuant to Rule 17j-1 under the 1940 Act.

Code of Ethics – Personal Account Dealing

III. Scope
This policy governs the personal securities transactions of Access Persons. Access Persons include:<br><br><br><br><br><br>•employees of the Companies;<br><br><br>•officers and directors (including non-interested directors, as indicated) of the Owl Rock BDCs; and<br><br><br>•in certain circumstances, consultants and temporary employees of the aforementioned entities.<br><br><br><br><br><br>A complete definition of “Access Persons” is included in Appendix A of this policy.
This policy also governs securities transactions in accounts over which Access Persons exercise discretion or control.  This will typically include, but is not necessarily limited to, trades effected in accounts of the following:<br><br><br><br><br><br>•your spouse or civil partner, dependent children or step-children (whether or not minors), living in your home as well as any other member of your household;<br><br><br>•legal entities in which you have an interest exceeding 20%;<br><br><br>•any other person whose relationship with you is such that you have a direct or indirect material interest in the outcome of the trade; and<br><br><br>•accounts where you act as trustee, personal representative or agent.
The Compliance Department is available to answer any questions you may have regarding whether an account or holding/transaction within an account needs to be reported.<br><br><br><br><br><br>The Companies’ general policy is that all brokerage accounts should be disclosed, including those managed on behalf of an Access Person on a discretionary basis by a third party.  Depending on the facts and circumstances of each account, you may not need to report transactions or holdings in one or more of your brokerage accounts. In all cases, however, any such determination will ultimately be made by the applicable CCO or her designee.
IV. Risk Considerations
In developing this Code of Ethics, the Companies considered the material risks associated with failing to implement and comply with the Code of Ethics requirements under applicable law, which may include severe legal and regulatory penalties as well as reputational risks related to conflicted trading activity.
V. Policies Relating to Your Personal Account Dealing^1^
Reporting Requirements
---
^1^ Please note, Blue Owl Securities LLC employees may be subject to more stringent requirements.  Please refer to the Blue Owl Securities LLC Written Supervisory Procedures for additional requirements.
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2 | Page

Code of Ethics – Personal Account Dealing

In the event that the Companies cannot establish a direct feed with your broker(s), you will be required to manually input this information into Comply Sci. The Compliance Department may periodically request brokerage statements for these accounts for testing purposes.

Reporting Requirements
Holdings Reports (Initial and Annual) Within 10 days after you have commenced employment with the Companies and annually thereafter, you must submit a list of brokerage accounts and securities holdings current as of a date no more than forty-five days prior to your date of hire or the date of the annual report, as applicable.  This reporting is done via Comply Sci.^2^  A list of information required to be included in these reports is included in Appendix A.<br><br><br><br><br><br>Note- Non-interested directors of the Owl Rock BDCs need not submit holdings reports.
New Account Reporting You must report new accounts in which any securities were held during the quarter.  This report must contain:<br><br><br>•the name of the broker, dealer or bank with which you have established the account;<br><br><br>•the date the account was established; and<br><br><br>•the date that report is submitted to the Compliance Department.<br><br><br><br><br><br>This reporting is done via Comply Sci.<br><br><br><br><br><br>Note-  New accounts may only be opened at brokerage firms that have a reporting relationship with Comply Sci.  For a complete list, please contact a member of the Compliance Department for assistance.
Quarterly Reporting of Activity You must report, within thirty days of the end of the calendar quarter, a list of transactions in reportable securities even if not executed through a broker-dealer or subject to preclearance in which you have or had any direct or indirect beneficial ownership (defined in Appendix A below) during the quarter. This reporting is done via Comply Sci.^3^  A list of information required to be included in these reports is included in Appendix A.<br><br><br><br><br><br>Note- Non-interested directors of the Owl Rock BDCs need not submit a quarterly transaction report, unless the non-interested director knew or, in the ordinary course of fulfilling his or her official duties as a director, should have known that during the fifteen (15) day period immediately before or after such non-interested director’s transaction in a security, the Owl Rock BDC purchased or sold the security or the Owl Rock BDC considered purchasing or selling the security.
^3^ In the event that the Companies cannot establish a direct feed with your broker(s), you will be required to manually input this information into Comply Sci.  The Compliance Department may periodically request brokerage statements for these accounts for testing purposes.
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3 | Page

Code of Ethics – Personal Account Dealing

Reporting Requirements
Initial and Annual Certifications At time of hire and annually thereafter, you will be requested to certify to your receipt of and intent to comply with this Code of Ethics.<br><br><br><br><br><br>You must also certify annually that you have read and understood the Code of Ethics and recognize that you are subject to the Code of Ethics. In addition, you must certify annually that you have complied with the requirements of the Code of Ethics and that you have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code of Ethics.<br><br><br><br><br><br>This reporting is done via Comply Sci.
Disclaimer of Beneficial Ownership You may at any time or from time to time deliver to the CCO a statement that your submission of any report hereunder or the delivery on your behalf of any duplicate account statement or information required under this Code of Ethics shall not be construed as an admission by you that you have any direct or indirect beneficial ownership in the security to which the report or duplicate account statement or information relates.
Trading Requirements
---
Please note that this is not an exhaustive list of all possible types of securities transactions but is presented here as a guideline for employees who wish to trade securities in their personal accounts.  If you are not sure whether preclearance is required prior to effecting a trade or whether accounts or particular trades/holdings in an account need to be reported, you must speak to a member of the Compliance Department prior to effecting the trade.

4 | Page

Code of Ethics – Personal Account Dealing

Where preclearance is indicated in the chart below, preclearance must be requested through Comply Sci and it will be valid for five (5) business days from the day that approval was granted.  If preclearance approval is not granted, you are not permitted to engage in the proposed transaction and should direct any further inquiries to the CCO.^4^
Transaction Type Pre-trade requirements* Reporting Required
--- --- ---
Purchase of publicly traded securities not covered by any of the requirements enumerated below (e.g., single name exchange traded securities, fixed income securities) Securities with a market cap of less than $15 billion = Transaction not permitted.<br><br><br><br><br><br>Securities with a market cap of more than $15 billion = Preclearance required. Transactions may only be effected in accounts that have a reporting relationship with Comply Sci. Yes
Sale of publicly traded securities not covered by any of the requirements enumerated below (e.g., single name exchange traded securities, fixed income securities) Preclearance required. Yes
Shares issued by money market or open-end mutual funds registered pursuant to the 1940 Act No requirements prior to trade. No
Shares issued by publicly offered real estate investment trusts (REITS), unit investment trusts, exchange traded funds (ETFs) or closed end funds registered pursuant to the 1940 Act other than private or exchange traded BDCs No requirements prior to trade. Yes
Investments in 529 Plans No requirements prior to trade. No
^4^ An employee cannot preclear trades in his or her personal account or review his or her own reports submitted under this policy. Such approvals, preclearance and reviews are to be completed by other employees with guidance from the CCO.^^ The CFO or General Counsel will review and waive or preclear requests or reports submitted under these policies by the CCO.
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5 | Page

Code of Ethics – Personal Account Dealing

Transaction Type Pre-trade requirements* Reporting Required
Trading in shares of Blue Owl Capital, Inc. (NYSE:OWL) Any trading in OWL is typically only permitted once a quarter during a time designated by the CCO or General Counsel.  Refer to the Insider Trading Policy – Transactions in Blue Owl Securities for further discussion on policies and procedures relating to trading in OWL. Yes
Trading securities of any publicly listed Owl Rock BDC Any trading in a publicly listed Owl Rock BDC is typically only permitted once a quarter during a time designated by the CCO or General Counsel.<br><br><br><br><br><br>Unless you are an officer or director of one of the publicly listed Owl Rock BDCs preapproval is not required. If, for any reason, you believe that you may have material nonpublic information about a publicly listed Owl Rock BDC, you should speak to the CCO or General Counsel prior to effecting any trades.<br><br><br><br><br><br>Refer to the Insider Trading Policy – Transactions in ORCC Securities for further discussion on policies and procedures relating to trading in publicly listed Owl Rock BDCs. Yes
Direct investments in a private fund (including private BDCs) sponsored by the Companies or their affiliates Preclearance required (blanket preclearance provided for purchases of funds sponsored by the Companies or their affiliates). Yes
Direct investments in a private (limited) offering Preclearance required.  Approval, if granted, is valid for 120 days, unless specifically specified otherwise.<br><br><br><br><br><br>Please note that the Companies do not typically permit employees to invest in private offerings that have been considered and then rejected for investment by clients.<br><br><br><br><br><br>Additional procedures are required for investments in private offerings where the sponsor of the private offering does business with the Companies and their affiliates. Yes

6 | Page

Code of Ethics – Personal Account Dealing

Transaction Type Pre-trade requirements* Reporting Required
Investments in non-listed closed-end funds, including BDCs (other than Owl Rock non-listed BDCs) and private REITS Preclearance required.<br><br><br><br><br><br>Please note this type of transaction will generally not be approved. Yes
State, municipal and local government securities No requirements prior to trade. Yes
Direct obligations of the US government, commercial paper, bank certificates of deposit, bankers’ acceptances or high-quality short-term debt instruments No requirements prior to trade. No
Initial Public Offering Transaction not permitted. N/A
Transactions between you and a Blue Owl Client Transaction not permitted. N/A
Transactions in accounts where you do not have direct or indirect influence or control, such as those managed for you by a third party; provided that there is no communication or influence regarding the securities being purchased or sold between you and the portfolio manager prior to the transaction No requirements prior to trade. No<br><br><br><br><br><br>You must report the account in Comply Sci and make a note that discretion has been provided to a third party.<br><br><br><br><br><br>Quarterly, you will be required to provide us with information regarding this relationship.<br><br><br><br><br><br>In addition, at least once each calendar year at a time chosen by the Compliance Department, you will be required to provide us with (1) a certification from the manager that the account is managed by them on a fully discretionary basis and (2) if not already provided through a direct feed in Comply Sci or duplicate brokerage statements, a listing of trades that occurred in that account during a period of time of Compliance’s choosing

7 | Page

Code of Ethics – Personal Account Dealing

Transaction Type Pre-trade requirements* Reporting Required
Transactions that are part of an automatic investment plan such as a dividend reinvestment plan, employee stock purchase plan etc. No requirements prior to trade. 1.You must report the DRIP or ESOP account in Comply Sci and make note of the type of account<br><br><br>2.Individual transactions in these accounts do not need to be reported.
Transactions that are non-volitional, such as stock splits, mergers etc. No requirements prior to trade. Yes

*Note: These pre-trade requirements do not apply to transactions made in accounts over which you do not have direct or indirect influence or control. Such accounts must be disclosed to the Compliance Department and the CCO or her designee will affirmatively determine whether this exception is available before an Access Person may rely on it.

VI. Restricted List
From time to time, the CCO may place certain securities on the Restricted List.^5^
You may not trade in securities on the Restricted List for your personal account or accounts managed by you on behalf of others, unless specific approval has been received from the CCO.  In addition, at times, the Restricted List may also contain prohibitions, restrictions and limitation on trading for accounts managed by the Companies.
VII. Compliance Reporting Requirements under the 1940 Act
No less frequently than annually, the CCO of each Owl Rock BDC must review this policy and the effectiveness of its implementation, and furnish to each Owl Rock BDC’s Board, and the Board must consider, a written report that:<br><br><br><br><br><br>•describes any issues arising under the Code or procedures since the last report to the Board, including but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and<br><br><br>•certifies that the Owl Rock BDCs have adopted procedures reasonably necessary to prevent Access Persons from violating the Code.
VIII. Reporting a Violation
You are required to ensure that you do not violate this policy.  You are expected to use good judgment in recognizing situations where a violation of this policy may occur and to ensure that no violations occur.<br><br><br><br><br><br>The Companies may take disciplinary action against you if you violate this policy, up to and including suspension or termination of employment at the discretion of the Companies’ management.<br><br><br><br><br><br>In addition to ensuring that you do not violate this policy, you are encouraged to report any concerns you may have under this policy to the CCO.<br><br><br><br><br><br>No officer, director or employee of the Companies or their affiliates may retaliate in any fashion against you if you report a suspected or actual violation of this policy in good faith.  Making a report in “good faith” generally means that you have a reasonable and genuine belief that the information you are providing relates to a possible violation of law or this policy, regardless of whether the report turns out to be founded.
IX. Sanctions
Upon determination that a violation of this Code of Ethics has occurred, the Companies, as appropriate, may impose such sanctions as they deem appropriate, including, among other things, a memorandum of warning, a ban on personal trading or a suspension or termination of the employment of the violator.  Where applicable, violations of this Code of Ethics and any sanctions imposed with respect thereto shall be reported in a timely manner to the applicable Board(s) of Directors (including as necessary, the boards of the Owl Rock BDCs or of Blue Owl Capital Inc.).
X. Books and Records
The books and records required to be maintained under this policy are listed in the Books and Records Requirements – Record Retention Policy under the section covering Personnel Supervision records.
^5^ At this time, the Companies do not publish the Restricted List. Please contact a member of the Compliance Department for additional information.
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Code of Ethics – Personal Account Dealing

Change History – Revision Review Dates
March 2016 (adopted) May 2021
August 2018
August 2020

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Code of Ethics – Personal Account Dealing - Appendix A

Definitions

Access Person means:

• any director, employee, officer, general partner, member or partner of the Owl Rock BDCs or the Blue Owl Advisers;
• any director, officer or employee of the Owl Rock BDCs or the Blue Owl Advisers (or any company in a control relationship to the Owl Rock BDCs or the Blue Owl Adviser), who in connection with his or her regular functions or duties makes, participates in, or obtains information regarding the purchase or sale of any reportable security by the Owl Rock BDCs, or whose functions relate to the making of any recommendation with respect to such purchases or sales;
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• any supervised person who has access to nonpublic information regarding any Owl Rock BDC’s purchase or sale of securities or nonpublic information regarding the portfolio holdings of any Company, or who is involved in making securities recommendations to Owl Rock BDCs or has access to such recommendations that are nonpublic; and
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• any natural person in a control relationship to the Owl Rock BDCs or the Blue Owl Advisers who obtains information concerning recommendations made to the Owl Rock BDCs with regard to the purchase or sale of any reportable security by the Owl Rock BDCs.
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Beneficial ownership means, in general, through any contract, arrangement, understanding, relationship, or otherwise, directly or indirectly having or sharing a pecuniary interest in a security. A pecuniary interest generally includes any opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities, and also includes interests of members of a person’s immediate family (i.e., any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, inclusive of adoptive relationships) sharing the same household, or by certain partnerships, trusts, corporations, or other arrangements.

Holdings Reports

The following information must be included in your initial and annual holdings reports:

A – for each security in which you have any direct or indirect beneficial ownership:

• the title and type of security,

AND, AS APPLICABLE,

• the exchange ticker symbol or CUSIP number,
• number of shares, and
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• principal amount of each reportable security;
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B – the name of any broker, dealer or bank with which you maintain an account in which any securities are held for your direct or indirect benefit; and

C – the date you have submitted the report to compliance.

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Code of Ethics – Personal Account Dealing - Appendix A

Quarterly Personal Securities Transaction Reporting

The following information must, at a minimum, be included for each transaction involving a reportable security in which you had, or as a result of the transaction acquired, any direct or indirect beneficial ownership during the quarter:

A – the date of the transaction;

B – the title of the security and, as applicable,

•the exchange ticker symbol or CUSIP number,

•interest rate and maturity date,

•number of shares, and

•principal amount of each reportable security involved;

C – the nature of the transactions, i.e., purchase, sale or any other type of acquisition or disposition;

D – the price of the reportable security at which the transaction was effected;

E – the name of the broker, dealer or bank with or through which the transaction was effected; and

F – the date you have submitted the report to compliance.

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