Owl Rock Technology Finance Corp. II 8-KEntry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 28, 2024

Blue Owl Technology Finance Corp. II

(Exact Name of Registrant as Specified in Charter)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☒

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

Item 1.01 - Entry into a Material Definitive Agreement.

On June 28, 2024, Athena Funding I LLC (“Athena Funding I”) executed the Fifth Amendment to the Credit Agreement (the “Amendment”), dated as of July 15, 2022, by and among Athena Funding I, as borrower, Société Générale, as administrative agent, State Street Bank and Trust Company, as collateral agent, collateral administrator, custodian and document custodian, and the lenders party thereto. The Amendment (i) increases the total commitment from $625,000,000 to $925,000,000, consisting of increases of the total term loan commitment from $312,500,000 to $462,500,000, and increases of the total revolving loan commitment from $312,500,000 to $462,500,000, (ii) decreases the interest spread from 2.75% to 2.50%, (iii) includes that Athena Funding I will pay certain unused fees subject to minimum utilization during the Reinvestment Period, (iv) includes the ability to request borrowings in certain non-US dollar currencies, (v) extends the Reinvestment Period from July 15, 2024 to July 15, 2026 and the Stated Maturity from July 15, 2032 to July 15, 2034, and (vi) requires that Athena Funding I owe a prepayment penalty to the extent the commitments are terminated or permanently reduced during the first year following the Closing Date.

Item 2.03 - Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.