Owl Rock Technology Finance Corp. II 10Q 2024 Q1 Quarterly report

0001889668Galway Borrower LLC, First lien senior secured delayed draw term loan2023-12-31

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 March 31, 2024


☐			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 000-56371

______________________________________________________________________________

BLUE OWL TECHNOLOGY FINANCE CORP. II

(Exact name of Registrant as specified in its Charter)

______________________________________________________________________________


Maryland (State or other jurisdiction of incorporation or organization)						87-2993019 (I.R.S. Employer Identification No.)

399 Park Avenue, New York, New York (Address of principal executive offices)						10022 (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

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

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

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

Large accelerated filer o

Emerging growth company ☒

Small reporting company ☐

Non-accelerated filer x

Accelerated filer o

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

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

As of May 9, 2024, the registrant had 135,030,823 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents


		Page
PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	3
	Consolidated Statements of Assets and Liabilities as of March 31, 2024 (Unaudited) and December 31, 2023	3
	Consolidated Statements of Operations for the Three Months Ended March 3 1 , 202 4 and 202 3 (Unaudited)	4
	Consolidated Schedules of Investments as of March 31, 2024 (Unaudited) and December 31, 2023	5
	Consolidated Statements of Changes in Net Assets for the Three Months Ended March 3 1 , 202 4 and 202 3 (Unaudited)	28
	Consolidated Statements of Cash Flows for the Three Months Ended March 3 1 , 202 4 and 202 3 (Unaudited)	29
	Notes to Consolidated Financial Statements (Unaudited)	30
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	57
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	87
Item 4.	Controls and Procedures	89

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	90
Item 1A.	Risk Factors	90
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	90
Item 3.	Defaults Upon Senior Securities	90
Item 4.	Mine Safety Disclosures	90
Item 5.	Other Information	90
Item 6.	Exhibits	91
Signatures		92

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 Blue Owl Technology Finance Corp. II (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;

•the impact of elevated interest and inflation rates, ongoing supply chain and labor market disruptions, including those as a result of strikes, work stoppages or accidents, instability in the U.S. and international banking systems, and the risk of recession or a shutdown of government services could impact our business prospects and the prospects of our portfolio companies;

•an economic downturn could also impact availability and pricing of our financing and our ability to access the debt and equity capital markets;

•a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;

•changes in base interest rates and significant market volatility on our business and our portfolio companies (including our business prospects and the prospects of our portfolio companies including the ability to achieve our and their business objectives), our industry and the global economy including as a result of ongoing supply chain disruptions;

•interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;

•currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

•our future operating results;

•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;

•risks related to the uncertainty of the value of our portfolio investments, particularly those having no liquid trading market;

•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 Blue Owl Technology Credit Advisors II 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”) under the Investment Company Act of 1940, as amended (the “1940 Act”);

•the impact that environmental, social and governance matters could have on our brand and reputation and our portfolio companies;

•the effect of legal, tax and regulatory changes;

•the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks, and the increasing use of artificial intelligence and machine learning technology:

•the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing war between Russia and Ukraine and the escalated conflict in the Middle-East, including the Israel-Hamas conflict, and general uncertainty surrounding the financial and political stability of the United States, the

United Kingdom, the European Union and China, on financial market volatility, global economic markets, and various markets for commodities globally such as oil and natural gas; 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”).

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements and Supplementary Data

Blue Owl Technology Finance Corp. II

Consolidated Statements of Assets and Liabilities

(Amounts in thousands, except share and per share amounts)


	March 31, 2024 (Unaudited)		December 31, 2023
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $3,821,822 and $3,673,336, respectively)	$	3,852,641	$	3,695,692
Non-controlled, affiliated investments (amortized cost of $131,704 and $112,461, respectively)	132,403		111,947
Total investments at fair value (amortized cost of $3,953,526 and $3,785,797, respectively)	3,985,044		3,807,639
Cash	67,135		64,899
Interest receivable	35,861		29,019
Dividend income receivable	10,646		11,821

Subscription receivable	229		—
Prepaid expenses and other assets	1,478		408
Total Assets	$	4,100,393	$	3,913,786
Liabilities
Debt (net of unamortized debt issuance costs of $25,224 and $26,047, respectively)	$	1,912,855	$	2,025,308
Management fee payable	13,644		13,179
Distribution payable	44,117		35,184
Incentive fee payable	9,653		7,661
Payables to affiliates	1,986		848

Accrued expenses and other liabilities	20,563		14,027
Total Liabilities	$	2,002,818	$	2,096,207
Commitments and contingencies (Note 7)
Net Assets
Common shares $0.01 par value, 500,000,000 shares authorized; 135,030,823 and 118,624,729 shares issued and outstanding, respectively	$	1,350	$	1,186
Additional paid-in-capital	1,983,611		1,729,540
Total accumulated undistributed earnings	112,614		86,853
Total Net Assets	2,097,575		1,817,579
Total Liabilities and Net Assets	$	4,100,393	$	3,913,786
Net Asset Value Per Share	$	15.53	$	15.32

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Technology Finance Corp. II

Consolidated Statements of Operations

(Amounts in thousands, except share and per share amounts)

(Unaudited)


	For the Three Months Ended March 31,
	2024		2023
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income	$	101,384	$	61,049
Payment-in-kind interest income	6,996		2,768
Dividend income	4,165		—
Payment-in-kind dividend income	6,701		13,035
Other income	3,159		629
Total investment income from non-controlled, non-affiliated investments	122,405		77,481
Investment income from non-controlled, affiliated investments:
Interest income	540		—
Payment-in-kind interest income	42		—
Dividend income	801		—

Total investment income from non-controlled, affiliated investments	1,383		—
Total Investment Income	123,788		77,481
Expenses
Interest expense	$	43,554	$	25,951
Management fees	13,644		11,106
Incentive fees	7,767		3,837
Offering expenses	20		50
Professional fees	1,369		849
Directors' fees	226		196

Other general and administrative	977		903
Total Expenses	67,557		42,892
Net Investment Income (Loss) Before Taxes	56,231		34,589
Income tax expense (benefit), including excise tax expense (benefit)	368		154
Net Investment Income (Loss) After Taxes	55,863		34,435
Net Change in Unrealized Gain (Loss)
Non-controlled, non-affiliated investments	$	13,807	$	13,937
Non-controlled, affiliated investments	1,214		8
Translation of assets and liabilities in foreign currencies	(2,107)		(639)
Income tax (provision) benefit	4		(2)
Total Net Change in Unrealized Gain (Loss)	12,918		13,304
Net Realized Gain (Loss):
Non-controlled, non-affiliated investments	$	1,084	$	(2)

Foreign currency transactions	13		1,253
Total Net Realized Gain (Loss)	1,097		1,251
Total Net Realized and Change in Unrealized Gain (Loss)	$	14,015	$	14,555
Net Increase (Decrease) in Net Assets Resulting from Operations	$	69,878	$	48,990
Earnings (Loss) Per Share - Basic and Diluted	$	0.57	$	0.58
Weighted Average Shares Outstanding - Basic and Diluted	122,155,712		84,737,073

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(4)(6)(17)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(2)(3)		Fair Value		Percentage of Net Assets

Non-controlled/non-affiliated portfolio company investments
Debt Investments
Aerospace & defense
ManTech International Corporation(8)	First lien senior secured loan	S +	5.75%	9/2029	$	64,750	$	63,647	$	64,749	3.1	%
ManTech International Corporation(8)(14)(16)	First lien senior secured delayed draw term loan	S +	5.75%	9/2024	5,653		5,477		5,653		0.3	%
ManTech International Corporation(14)(15)	First lien senior secured revolving loan	S +	5.75%	9/2028	—		(128)		—		—	%


							68,996		70,402		3.4	%
Application Software
Anaplan, Inc.(8)	First lien senior secured loan	S +	6.50%	6/2029	130,890		129,843		130,889		6.2	%
Anaplan, Inc.(14)(15)	First lien senior secured revolving loan	S +	6.50%	6/2028	—		(66)		—		—	%
Armstrong Bidco Limited (dba The Access Group)(12)(21)	First lien senior secured GBP term loan	SA +	5.25%	6/2029	£	5,314	6,406		6,663		0.3	%
Armstrong Bidco Limited (dba The Access Group)(12)(16)(21)	First lien senior secured GBP delayed draw term loan	SA +	5.25%	6/2025	£	2,773	3,343		3,476		0.2	%
Avalara, Inc.(8)	First lien senior secured loan	S +	7.25%	10/2028	104,545		103,277		104,544		5.0	%
Avalara, Inc.(14)(15)	First lien senior secured revolving loan	S +	7.25%	10/2028	—		(119)		—		—	%
Community Brands ParentCo, LLC(7)	First lien senior secured loan	S +	5.50%	2/2028	12,495		12,322		12,401		0.6	%
Community Brands ParentCo, LLC(14)(15)	First lien senior secured revolving loan	S +	5.50%	2/2028	—		(10)		(6)		—	%
Coupa Holdings, LLC(8)	First lien senior secured loan	S +	7.50%	2/2030	84,811		82,865		84,175		4.0	%
Coupa Holdings, LLC(14)(15)(16)	First lien senior secured delayed draw term loan	S +	7.50%	8/2024	—		(80)		—		—	%
Coupa Holdings, LLC(14)(15)	First lien senior secured revolving loan	S +	7.50%	2/2029	—		(119)		(43)		—	%
Fullsteam Operations, LLC(8)	First lien senior secured loan	S +	8.25%	11/2029	10,593		10,287		10,593		0.5	%
Fullsteam Operations, LLC(8)(14)(16)	First lien senior secured delayed draw term loan	S +	8.25%	5/2025	2,092		2,014		2,092		0.1	%
Fullsteam Operations, LLC(8)(14)(16)	First lien senior secured delayed draw term loan	S +	8.25%	11/2025	410		383		410		—	%
Fullsteam Operations, LLC(14)(15)(16)	First lien senior secured delayed draw term loan	S +	7.00%	8/2025	—		(55)		(55)		—	%

Fullsteam Operations, LLC(14)(15)	First lien senior secured revolving loan	S +	8.25%	11/2029	—		(16)		—		—	%
Granicus, Inc.(7)	First lien senior secured loan	S +	5.75% (2.25% PIK)	1/2031	1,937		1,918		1,917		0.1	%
Granicus, Inc.(14)(15)(16)	First lien senior secured delayed draw term loan	S +	5.25%	1/2026	—		(1)		(1)		—	%
Granicus, Inc.(14)(15)	First lien senior secured revolving loan	S +	5.25%	1/2031	—		(3)		(3)		—	%
Grayshift, LLC(7)(21)	First lien senior secured loan	S +	8.00%	7/2028	112,646		111,220		111,801		5.3	%
Grayshift, LLC(14)(15)(21)	First lien senior secured revolving loan	S +	8.00%	7/2028	—		(41)		(44)		—	%
Quartz Acquireco, LLC (dba Qualtrics)(5)(8)	First lien senior secured loan	S +	3.50%	6/2030	4,975		4,931		4,981		0.2	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(4)(6)(17)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)(3)	Fair Value	Percentage of Net Assets

Zendesk, Inc.(8)	First lien senior secured loan	S +	6.25%	11/2028	94,047	92,489	93,576	4.5	%
Zendesk, Inc.(14)(15)(16)	First lien senior secured delayed draw term loan	S +	6.25%	11/2024	—	(659)	—	—	%
Zendesk, Inc.(14)(15)	First lien senior secured revolving loan	S +	6.25%	11/2028	—	(146)	(47)	—	%

						559,983	567,319	27.0	%
Banks
Finastra USA, Inc.(9)(21)	First lien senior secured loan	S +	7.25%	9/2029	82,382	81,558	81,969	3.9	%
Finastra USA, Inc.(7)(14)(21)	First lien senior secured revolving loan	S +	7.25%	9/2029	1,583	1,498	1,541	0.1	%

						83,056	83,510	4.0	%
Beverages
Innovation Ventures HoldCo, LLC(7)	First lien senior secured loan	S +	6.25%	3/2027	10,000	9,881	9,925	0.5	%


						9,881	9,925	0.5	%
Building products
EET Buyer, Inc. (dba e-Emphasys)(8)	First lien senior secured loan	S +	6.50%	11/2027	9,578	9,459	9,578	0.5	%
EET Buyer, Inc. (dba e-Emphasys)(8)(14)	First lien senior secured revolving loan	S +	6.50%	11/2027	160	151	160	—	%

						9,610	9,738	0.5	%





Commercial Services & Supplies
SimpliSafe Holding Corporation(7)	First lien senior secured loan	S +	6.25%	5/2028	20,216	19,936	20,166	1.0	%
SimpliSafe Holding Corporation(7)(14)(16)	First lien senior secured delayed draw term loan	S +	6.25%	5/2024	681	657	679	—	%

						20,593	20,845	1.0	%
Construction & Engineering
Dodge Construction Network LLC(8)	First lien senior secured loan	S +	4.75%	2/2029	9,825	9,713	7,958	0.4	%


						9,713	7,958	0.4	%





Diversified Consumer Services
Icefall Parent, Inc. (dba EngageSmart)(8)	First lien senior secured loan	S +	6.50%	1/2030	18,261	17,904	17,896	0.9	%
Icefall Parent, Inc. (dba EngageSmart)(14)(15)	First lien senior secured revolving loan	S +	6.50%	1/2030	—	(34)	(35)	—	%
Sophia, L.P.(5)(7)	First lien senior secured loan	S +	3.50%	10/2027	9,850	9,838	9,887	0.5	%

						27,708	27,748	1.4	%
Diversified Financial Services
Blackhawk Network Holdings, Inc.(5)(7)	First lien senior secured loan	S +	5.00%	3/2029	100,000	98,000	100,061	4.8	%
BTRS Holdings Inc. (dba Billtrust)(8)	First lien senior secured loan	S +	8.00%	12/2028	62,962	61,291	62,174	3.0	%
BTRS Holdings Inc. (dba Billtrust)(8)(14)(16)	First lien senior secured delayed draw term loan	S +	8.00%	12/2024	3,270	3,270	3,203	0.2	%
BTRS Holdings Inc. (dba Billtrust)(8)(14)	First lien senior secured revolving loan	S +	7.25%	12/2028	3,358	3,200	3,274	0.2	%
Computer Services, Inc. (dba CSI)(8)	First lien senior secured loan	S +	5.25%	11/2029	123,745	121,587	123,436	5.9	%
Computer Services, Inc. (dba CSI)(8)	First lien senior secured loan	S +	5.25%	11/2029	20,883	20,680	20,831	1.0	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(4)(6)(17)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(2)(3)	Fair Value	Percentage of Net Assets

Computer Services, Inc. (dba CSI)(8)	First lien senior secured loan	S +	5.25%	11/2029	6,342		6,311	6,326	0.3	%
Computer Services, Inc. (dba CSI)(14)(15)(16)	First lien senior secured delayed draw term loan	S +	5.25%	2/2026	—		(22)	—	—	%
Hg Genesis 9 SumoCo Limited(10)(21)	Unsecured EUR facility	E +	7.00% PIK	3/2027	€	48,068	52,650	51,914	2.5	%
Juniper Square, Inc.(8)	First lien senior secured loan	S +	9.50% (4.75% PIK)	12/2026	38,098		37,309	37,432	1.8	%
Juniper Square, Inc.(14)(15)	First lien senior secured revolving loan	S +	8.50%	12/2026	—		(31)	(39)	—	%
Smarsh Inc.(8)	First lien senior secured loan	S +	5.75%	2/2029	25,905		25,713	25,905	1.2	%
Smarsh Inc.(8)(14)(16)	First lien senior secured delayed draw term loan	S +	5.75%	2/2024	3,238		3,190	3,238	0.2	%
Smarsh Inc.(7)(14)	First lien senior secured revolving loan	S +	5.75%	2/2029	104		102	104	—	%
							433,250	437,859	21.1	%
Diversified Support Services
CoreTrust Purchasing Group LLC(7)	First lien senior secured loan	S +	6.50%	10/2029	25,696		25,262	25,632	1.2	%
CoreTrust Purchasing Group LLC(14)(15)(16)	First lien senior secured delayed draw term loan	S +	6.75%	9/2024	—		(15)	—	—	%
CoreTrust Purchasing Group LLC(14)(15)	First lien senior secured revolving loan	S +	6.75%	10/2029	—		(53)	(9)	—	%
							25,194	25,623	1.2	%










Food & Staples Retailing
Circana Group, L.P. (fka The NPD Group, L.P.)(8)	First lien senior secured loan	S +	6.25% (2.75% PIK)	12/2028	145,700		143,349	144,972	6.9	%
Circana Group, L.P. (fka The NPD Group, L.P.)(7)(14)	First lien senior secured revolving loan	S +	5.75%	12/2027	5,074		4,950	5,028	0.2	%




							148,299	150,000	7.1	%
Health Care Equipment & Supplies
PerkinElmer U.S. LLC(7)	First lien senior secured loan	S +	6.75%	3/2029	45,327		44,538	45,327	2.2	%


							44,538	45,327	2.2	%
Health Care Providers & Services
Covetrus, Inc.(8)	Second lien senior secured loan	S +	9.25%	10/2030	75,000		73,639	75,000	3.6	%
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(7)	First lien senior secured loan	S +	5.50%	3/2025	9,950		9,950	9,950	0.4	%
Engage Debtco Limited(8)(21)	First lien senior secured loan	S +	5.75% (2.25% PIK)	7/2029	20,256		19,856	19,902	0.9	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(9)	First lien senior secured loan	S +	6.25%	12/2029	21,635		21,222	21,310	1.0	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(14)(15)	First lien senior secured revolving loan	S +	6.25%	12/2029	—		(55)	(44)	—	%
Natural Partners, LLC(8)(21)	First lien senior secured loan	S +	4.50%	11/2027	9,127		9,001	9,127	0.4	%
Natural Partners, LLC(14)(15)(21)	First lien senior secured revolving loan	S +	6.00%	11/2027	—		(9)	—	—	%
OneOncology LLC(8)	First lien senior secured loan	S +	6.25%	6/2030	7,897		7,788	7,897	0.4	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(4)(6)(17)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)(3)	Fair Value	Percentage of Net Assets

OneOncology LLC(8)(14)(16)	First lien senior secured delayed draw term loan	S +	6.25%	12/2024	1,032	1,003	1,032	—	%
OneOncology LLC(14)(15)	First lien senior secured revolving loan	S +	6.25%	6/2029	—	(21)	—	—	%
PetVet Care Centers, LLC(7)	First lien senior secured loan	S +	6.00%	11/2030	39,152	38,775	38,956	1.9	%
PetVet Care Centers, LLC(14)(15)(16)	First lien senior secured delayed draw term loan	S +	6.00%	11/2025	—	(24)	—	—	%
PetVet Care Centers, LLC(14)(15)	First lien senior secured revolving loan	S +	6.00%	11/2029	—	(54)	(27)	—	%
TC Holdings, LLC (dba TrialCard)(8)	First lien senior secured loan	S +	5.00%	4/2027	8,772	8,715	8,772	0.4	%
TC Holdings, LLC (dba TrialCard)(14)(15)	First lien senior secured revolving loan	S +	5.00%	4/2027	—	(7)	—	—	%
Vermont Aus Pty Ltd(8)(21)	First lien senior secured loan	S +	5.65%	3/2028	9,800	9,624	9,727	0.5	%
						199,403	201,602	9.5	%
Health Care Technology
Athenahealth Group Inc.(5)(7)	First lien senior secured loan	S +	3.25%	2/2029	3,511	3,263	3,473	0.2	%
Color Intermediate, LLC(8)	First lien senior secured loan	S +	5.50%	10/2029	48,272	47,437	47,789	2.3	%
Greenway Health, LLC(9)	First lien senior secured loan	S +	6.75%	4/2029	10,300	10,005	10,068	0.5	%
Hyland Software, Inc.(7)	First lien senior secured loan	S +	6.00%	9/2030	65,274	64,347	64,295	3.1	%
Hyland Software, Inc.(14)(15)	First lien senior secured revolving loan	S +	6.00%	9/2029	—	(42)	(47)	—	%
Iconic IMO Merger Sub, Inc.(9)	First lien senior secured loan	S +	6.00%	5/2029	20,533	20,207	20,431	1.0	%
Iconic IMO Merger Sub, Inc.(9)(14)(16)	First lien senior secured delayed draw term loan	S +	6.00%	5/2024	2,053	1,999	2,043	0.1	%
Iconic IMO Merger Sub, Inc.(8)(14)	First lien senior secured revolving loan	S +	6.00%	5/2028	397	363	385	—	%
Imprivata, Inc.(8)	Second lien senior secured loan	S +	6.25%	12/2028	17,647	17,470	17,647	0.8	%
Indikami Bidco, LLC (dba IntegriChain)(7)	First lien senior secured loan	S +	6.50% (2.50% PIK)	12/2030	56,488	55,254	55,641	2.7	%
Indikami Bidco, LLC (dba IntegriChain)(14)(15)(16)	First lien senior secured delayed draw term loan	S +	6.00%	12/2025	—	(77)	—	—	%
Indikami Bidco, LLC (dba IntegriChain)(7)(14)	First lien senior secured revolving loan	S +	6.00%	6/2030	1,409	1,258	1,304	0.1	%
Interoperability Bidco, Inc. (dba Lyniate)(8)	First lien senior secured loan	S +	7.00%	12/2026	28,122	28,011	27,559	1.3	%
Interoperability Bidco, Inc. (dba Lyniate)(8)(14)	First lien senior secured revolving loan	S +	7.00%	12/2024	858	850	812	—	%
Neptune Holdings, Inc. (dba NexTech)(9)	First lien senior secured loan	S +	6.00%	8/2030	6,601	6,445	6,469	0.3	%
Neptune Holdings, Inc. (dba NexTech)(14)(15)	First lien senior secured revolving loan	S +	6.00%	8/2029	—	(20)	(18)	—	%
PointClickCare Technologies, Inc.(8)(21)	First lien senior secured loan	S +	4.00%	12/2027	9,800	9,697	9,800	0.5	%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(5)(7)	First lien senior secured loan	S +	3.25%	3/2028	11,717	11,287	11,694	0.6	%
						277,754	279,345	13.5	%










Industrial Conglomerates

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(4)(6)(17)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(2)(3)	Fair Value	Percentage of Net Assets

Aptean Acquiror, Inc. (dba Aptean)(8)	First lien senior secured loan	S +	5.25%	1/2031	2,945		2,916	2,915	0.1	%
Aptean Acquiror, Inc. (dba Aptean)(8)(14)(16)	First lien senior secured delayed draw term loan	S +	5.25%	1/2026	26		23	23	—	%
Aptean Acquiror, Inc. (dba Aptean)(14)(15)	First lien senior secured revolving loan	S +	5.25%	1/2031	—		(3)	(3)	—	%
							2,936	2,935	0.1	%
Insurance
AmeriLife Holdings LLC(8)	First lien senior secured loan	S +	5.75%	8/2029	17,955		17,661	17,910	0.9	%
AmeriLife Holdings LLC(9)(14)(16)	First lien senior secured delayed draw term loan	S +	5.75%	9/2024	4,502		4,429	4,491	0.2	%
AmeriLife Holdings LLC(8)(14)(16)	First lien senior secured delayed draw term loan	S +	5.75%	10/2025	376		338	376	—	%
AmeriLife Holdings LLC(14)(15)	First lien senior secured revolving loan	S +	5.75%	8/2028	—		(33)	(6)	—	%
Asurion, LLC(5)(7)	First lien senior secured loan	S +	4.25%	8/2028	18,577		17,827	17,905	0.9	%
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(8)	First lien senior secured loan	S +	7.50%	3/2029	37,324		36,447	36,950	1.8	%
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(14)(15)	First lien senior secured revolving loan	S +	7.50%	3/2029	—		(78)	(37)	—	%
Galway Borrower LLC(14)(15)(16)	First lien senior secured delayed draw term loan	S +	5.00%	2/2026	—		(8)	(8)	—	%
Galway Borrower LLC(7)(14)	First lien senior secured revolving loan	S +	5.25%	9/2028	32		30	30	—	%
Integrated Specialty Coverages, LLC(9)	First lien senior secured loan	S +	6.00%	7/2030	5,589		5,511	5,534	0.3	%
Integrated Specialty Coverages, LLC(14)(15)(16)	First lien senior secured delayed draw term loan	S +	6.00%	1/2024	—		(7)	—	—	%
Integrated Specialty Coverages, LLC(14)(15)	First lien senior secured revolving loan	S +	6.00%	7/2029	—		(8)	(6)	—	%
Integrity Marketing Acquisition, LLC(8)	First lien senior secured loan	S +	5.82%	8/2026	30,601		30,532	30,601	1.5	%
Integrity Marketing Acquisition, LLC(8)(14)(16)	First lien senior secured delayed draw term loan	S +	6.00%	2/2025	794		745	794	—	%
Integrity Marketing Acquisition, LLC(14)(15)	First lien senior secured revolving loan	S +	6.50%	8/2026	—		(10)	—	—	%
							113,376	114,534	5.6	%





IT Services
Kaseya Inc.(8)	First lien senior secured loan	S +	6.00% (2.50% PIK)	6/2029	79,513		78,216	79,514	3.8	%
Kaseya Inc.(14)(15)(16)	First lien senior secured delayed draw term loan	S +	5.50%	6/2024	—		(36)	—	—	%
Kaseya Inc.(7)(14)	First lien senior secured revolving loan	S +	5.50%	6/2029	1,194		1,123	1,194	0.1	%

							79,303	80,708	3.9	%
Life Sciences Tools & Services
Bamboo US BidCo LLC(8)	First lien senior secured loan	S +	6.75% (3.38% PIK)	9/2030	19,862		19,301	19,415	0.9	%
Bamboo US BidCo LLC(10)	First lien senior secured EUR term loan	E +	6.75% (3.38% PIK)	9/2030	€	12,358	12,718	13,046	0.6	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(4)(6)(17)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(2)(3)	Fair Value	Percentage of Net Assets

Bamboo US BidCo LLC(8)(14)(16)	First lien senior secured delayed draw term loan	S +	6.75% (3.38% PIK)	3/2025	329		281	301	—	%
Bamboo US BidCo LLC(14)(15)	First lien senior secured revolving loan	S +	6.00%	10/2029	—		(113)	(92)	—	%
Bracket Intermediate Holding Corp.(5)(8)	First lien senior secured loan	S +	5.00%	5/2028	34,738		33,848	34,790	1.7	%
							66,035	67,460	3.2	%
Media
Monotype Imaging Holdings Inc.(8)	First lien senior secured loan	S +	5.50%	2/2031	68,904		68,392	68,366	3.3	%
Monotype Imaging Holdings Inc.(14)(15)(16)	First lien senior secured delayed draw term loan	S +	5.50%	2/2026	—		(21)	(2)	—	%
Monotype Imaging Holdings Inc.(14)(15)	First lien senior secured revolving loan	S +	5.50%	2/2030	—		(64)	(67)	—	%

							68,307	68,297	3.3	%
Multiline Retail
PDI TA Holdings, Inc.(7)	First lien senior secured loan	S +	5.50%	2/2031	11,816		11,642	11,639	0.6	%
PDI TA Holdings, Inc.(14)(15)(16)	First lien senior secured delayed draw term loan	S +	5.50%	2/2026	—		(44)	(45)	—	%
PDI TA Holdings, Inc.(14)(15)	First lien senior secured revolving loan	S +	5.50%	2/2031	—		(20)	(20)	—	%

							11,578	11,574	0.6	%
Pharmaceuticals
BridgeBio Pharma, Inc.(8)(21)	First lien senior secured loan	S +	6.75%	1/2029	30,000		29,956	29,700	1.4	%
Foundation Consumer Brands, LLC(8)	First lien senior secured loan	S +	6.25%	2/2027	17,496		17,263	17,496	0.9	%
Pacific BidCo Inc.(9)(21)	First lien senior secured loan	S +	5.75% (3.20% PIK)	8/2029	8,740		8,563	8,674	0.4	%
Pacific BidCo Inc.(14)(15)(16)(21)	First lien senior secured delayed draw term loan	S +	6.00%	8/2025	—		(9)	—	—	%
XRL 1 LLC (dba XOMA)(13)	First lien senior secured loan		9.88%	12/2038	13,000		12,767	12,610	0.6	%
XRL 1 LLC (dba XOMA)(13)(14)(15)	First lien senior secured delayed draw term loan		9.88%	12/2038	—		(15)	(30)	—	%
							68,525	68,450	3.3	%
Professional Services
Certinia, Inc.(8)	First lien senior secured loan	S +	7.25%	8/2029	44,118		43,316	43,456	2.1	%
Certinia, Inc.(14)(15)	First lien senior secured revolving loan	S +	7.25%	8/2029	—		(105)	(88)	—	%
Gerson Lehrman Group, Inc.(8)	First lien senior secured loan	S +	5.25%	12/2027	18,895		18,734	18,727	0.9	%
Gerson Lehrman Group, Inc.(14)(15)	First lien senior secured revolving loan	S +	5.25%	12/2027	—		(8)	(9)	—	%
Proofpoint, Inc.(5)(7)	First lien senior secured loan	S +	3.25%	8/2028	3,191		3,102	3,191	0.2	%
Sensor Technology Topco, Inc. (dba Humanetics)(8)	First lien senior secured loan	S +	7.00% (2.00% PIK)	5/2026	63,112		62,768	63,112	3.0	%
Sensor Technology Topco, Inc. (dba Humanetics)(10)	First lien senior secured EUR term loan	E +	7.25% (2.25% PIK)	5/2026	€	11,383	12,298	12,294	0.6	%
Sensor Technology Topco, Inc. (dba Humanetics)(7)(14)	First lien senior secured revolving loan	S +	6.50%	5/2026	3,217		3,187	3,217	0.2	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(4)(6)(17)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)(3)	Fair Value	Percentage of Net Assets

Sovos Compliance, LLC(5)(7)	First lien senior secured loan	S +	4.50%	8/2028	19,501	19,151	19,304	0.9	%

						162,443	163,204	7.9	%
Real Estate Management & Development
Entrata, Inc.(7)	First lien senior secured loan	S +	6.00%	7/2030	44,760	44,116	44,424	2.1	%
Entrata, Inc.(14)(15)	First lien senior secured revolving loan	S +	6.00%	7/2028	—	(66)	(38)	—	%

						44,050	44,386	2.1	%
Systems Software
Activate Holdings (US) Corp. (dba Absolute Software)(8)(21)	First lien senior secured loan	S +	6.25%	7/2030	39,541	38,510	38,948	1.9	%
Activate Holdings (US) Corp. (dba Absolute Software)(14)(15)(21)	First lien senior secured revolving loan	S +	6.75%	7/2030	—	(75)	(45)	—	%
Appfire Technologies, LLC(8)	First lien senior secured loan	S +	5.50%	3/2027	4,101	4,078	4,091	0.2	%
Appfire Technologies, LLC(14)(15)(16)	First lien senior secured delayed draw term loan	S +	5.50%	6/2024	—	(44)	—	—	%
Appfire Technologies, LLC(8)(14)	First lien senior secured revolving loan	S +	4.50%	3/2027	187	179	185	—	%
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(7)	First lien senior secured loan	S +	6.50%	3/2031	15,675	15,440	15,440	0.7	%
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(14)(15)(16)	First lien senior secured delayed draw term loan	S +	6.50%	3/2026	—	(266)	(267)	—	%
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(14)(15)	First lien senior secured revolving loan	S +	6.50%	3/2031	—	(85)	(86)	—	%
Barracuda Networks, Inc.(5)(8)	First lien senior secured loan	S +	4.50%	8/2029	44,438	43,354	44,140	2.1	%
Barracuda Networks, Inc.(8)	Second lien senior secured loan	S +	7.00%	8/2030	55,875	54,422	51,545	2.5	%
ConnectWise, LLC(5)(8)	First lien senior secured loan	S +	3.50%	9/2028	3,081	2,993	3,078	0.1	%
Crewline Buyer, Inc. (dba New Relic)(8)	First lien senior secured loan	S +	6.75%	11/2030	114,518	112,869	113,373	5.4	%
Crewline Buyer, Inc. (dba New Relic)(14)(15)	First lien senior secured revolving loan	S +	6.75%	11/2030	—	(169)	(120)	—	%
Delta TopCo, Inc. (dba Infoblox, Inc.)(9)	Second lien senior secured loan	S +	7.25%	12/2028	24,464	21,852	24,525	1.2	%
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(8)	Second lien senior secured loan	S +	6.75%	11/2027	20,000	19,803	17,750	0.8	%
Oranje Holdco, Inc. (dba KnowBe4)(8)	First lien senior secured loan	S +	7.50%	2/2029	106,818	105,366	106,284	5.1	%
Oranje Holdco, Inc. (dba KnowBe4)(14)(15)	First lien senior secured revolving loan	S +	7.50%	2/2029	—	(161)	(67)	—	%
Ping Identity Holding Corp.(7)	First lien senior secured loan	S +	7.00%	10/2029	90,909	89,762	90,909	4.3	%
Ping Identity Holding Corp.(14)(15)	First lien senior secured revolving loan	S +	7.00%	10/2028	—	(103)	—	—	%
Rubrik, Inc.(8)	First lien senior secured loan	S +	7.00%	8/2028	46,771	46,210	46,537	2.2	%
Rubrik, Inc.(8)(14)	First lien senior secured delayed draw term loan	S +	7.00%	8/2028	2,227	2,170	2,195	0.1	%
SailPoint Technologies Holdings, Inc.(8)	First lien senior secured loan	S +	6.00%	8/2029	136,920	134,549	136,578	6.5	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(4)(6)(17)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(2)(3)		Fair Value		Percentage of Net Assets

SailPoint Technologies Holdings, Inc.(14)(15)	First lien senior secured revolving loan	S +	6.00%	8/2028	—		(191)		(33)		—	%
Securonix, Inc.(8)	First lien senior secured loan	S +	6.00%	4/2028	19,774		19,633		18,192		0.9	%
Securonix, Inc.(14)(15)	First lien senior secured revolving loan	S +	6.00%	4/2028	—		(24)		(285)		—	%
Sitecore Holding III A/S(11)	First lien senior secured EUR term loan	E +	7.25% (4.25% PIK)	3/2029	€	61,542	64,388		66,299		3.2	%
Sitecore Holding III A/S(9)	First lien senior secured loan	S +	7.25% (4.25% PIK)	3/2029	10,475		10,400		10,449		0.5	%
Sitecore USA, Inc.(9)	First lien senior secured loan	S +	7.25% (4.25% PIK)	3/2029	63,151		62,689		62,993		3.0	%
Sophos Holdings, LLC(5)(7)(21)	First lien senior secured loan	S +	3.50%	3/2027	14,732		14,318		14,751		0.7	%
Talon MidCo 2 Limited (dba Tufin)(7)(21)	First lien senior secured loan	S +	7.69%	8/2028	28,617		28,196		28,331		1.4	%
Talon MidCo 2 Limited (dba Tufin)(7)(21)	First lien senior secured loan	S +	7.69%	8/2028	2,072		2,033		2,052		0.1	%
Talon MidCo 2 Limited (dba Tufin)(14)(15)(16)(21)	First lien senior secured delayed draw term loan	S +	7.69%	8/2024	—		—		(2)		—	%
Talon MidCo 2 Limited (dba Tufin)(14)(15)(21)	First lien senior secured revolving loan	S +	7.00%	8/2028	—		(20)		(14)		—	%


							892,076		897,726		42.9	%





Total non-controlled/non-affiliated portfolio company debt investments							$	3,426,607	$	3,456,475	165.7	%

Equity Investments





Application Software
6Sense Insights, Inc.(19)(22)	Series E-1 Preferred Stock	N/A		N/A	316,128		10,001		8,364		0.4	%
Project Alpine Co-Invest Fund, L.P.(19)(21)(22)	LP Interest	N/A		N/A	$	9,695	9,695		11,450		0.5	%
Zoro TopCo, L.P.(19)(22)	Class A Common Units	N/A		N/A	1,051,383		10,514		11,447		0.5	%
Zoro TopCo, Inc.(13)(19)	Series A Preferred Stock		12.50% PIK	N/A	12,617		14,061		14,398		0.7	%
							44,271		45,659		2.1	%















Capital Markets
Acorns Grow Incorporated(13)(18)(19)(21)	Series F Preferred Stock		5.00% PIK	N/A	572,135		11,122		10,715		0.5	%


							11,122		10,715		0.5	%















Diversified Financial Services
Amergin Asset Management, LLC(19)(21)(22)	Class A Units	N/A		N/A	50,000,000		—		—		—	%
Juniper Square, Inc.(19)(22)	Warrants	N/A		N/A	40,984		238		214		—	%

							238		214		—	%















Health Care Providers & Services
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(16)(19)(22)	Class A Interest	N/A		N/A	159		1,586		1,585		0.1	%
Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)(13)(19)	Series A Preferred Stock		15.00% PIK	N/A	4,419		4,505		4,497		0.2	%


							6,091		6,082		0.3	%
Health Care Technology

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(4)(6)(17)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(2)(3)		Fair Value		Percentage of Net Assets

BEHP Co-Investor II, L.P.(19)(21)(22)	LP Interest	N/A		N/A	$	1,270	1,266		1,278		0.1	%
Orange Blossom Parent, Inc.(19)(22)	Common Stock	N/A		N/A	16,667		1,667		1,664		0.1	%
Minerva Holdco, Inc.(13)(19)	Series A Preferred Stock		10.75% PIK	N/A	50,000		60,414		58,620		2.8	%
WP Irving Co-Invest, L.P.(19)(21)(22)	Partnership Units	N/A		N/A	1,250,000		1,250		1,258		0.1	%
							64,597		62,820		3.1	%















Insurance
Accelerate Topco Holdings, LLC(19)(22)	Common Units	N/A		N/A	12,822		354		435		—	%


							354		435		—	%





IT Services
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(9)(19)	Perpetual Preferred Stock	S +	10.75% PIK	N/A	62,500		73,102		74,195		3.5	%


							73,102		74,195		3.5	%





Pharmaceuticals
XOMA Corporation(19)(22)	Warrants	N/A		N/A	12,000		82		145		—	%


							82		145		—	%
Real Estate Management & Development
Vestwell Holdings, Inc.(19)(22)	Series D Preferred Stock	N/A		N/A	152,175		3,000		3,000		0.1	%


							3,000		3,000		0.1	%
Systems Software
Axonius, Inc.(18)(19)(22)	Series E Preferred Stock	N/A		N/A	1,733,274		10,033		8,142		0.4	%
Elliott Alto Co-Investor Aggregator L.P.(19)(21)(22)	LP Interest	N/A		N/A	13,060		13,145		14,046		0.7	%
Halo Parent Newco, LLC(13)(19)	Class H PIK Preferred Equity		11.00% PIK	N/A	48,659		47,975		39,869		1.9	%
Picard Holdco, Inc.(8)(19)	Series A Preferred Stock	S +	12.00% PIK	N/A	88,080		93,144		101,592		4.8	%
Project Hotel California Co-Invest Fund, L.P.(19)(21)(22)	LP Interest	N/A		N/A	$	8,061	8,061		9,252		0.4	%
Securiti, Inc.(19)(22)	Series C Preferred Shares	N/A		N/A	2,525,571		20,000		20,000		1.0	%



							192,358		192,901		9.2	%










Total non-controlled/non-affiliated portfolio company equity investments							$	395,215	$	396,166	18.8	%
Total non-controlled/non-affiliated portfolio company investments							$	3,821,822	$	3,852,641	184.5	%

Non-controlled/affiliated portfolio company investments(20)
Debt Investments
Diversified Financial Services
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(13)(21)	First lien senior secured loan		12.00% PIK	7/2030	$	8,827	8,827		8,827		0.4	%
AAM Series 2.1 Aviation Feeder, LLC(13)(21)	First lien senior secured loan		12.00% PIK	11/2030	$	10,337	10,337		10,337		0.5	%


							19,164		19,164		0.9	%
Insurance
Coherent Group Inc.(18)(21)	Convertible notes	N/A		12/2024	$	1,700	1,758		1,700		0.1	%


							1,758		1,700		0.1	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(4)(6)(17)(23)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost(2)(3)		Fair Value		Percentage of Net Assets

Total non-controlled/affiliated portfolio company debt investments						$	20,922	$	20,864	1.0	%

Equity Investments
Diversified Financial Services
AAM Series 2.1 Aviation Feeder, LLC(14)(19)(21)(22)	LLC Interest	N/A	N/A	$	6,916	6,916		6,908		0.3	%
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(14)(19)(21)(22)	LLC Interest	N/A	N/A	$	5,988	5,988		5,987		0.3	%

						12,904		12,895		0.6	%
Insurance
Coherent Group Inc.(18)(19)(21)(22)	Series B Preferred Shares	N/A	N/A	323,095		16,013		13,493		0.6	%
Fifth Season Investments LLC(19)(24)	Class A Units	N/A	N/A	8		63,234		65,308		3.1	%

						79,247		78,801		3.7	%
Pharmaceuticals
LSI Financing 1 DAC(19)(21)	Preferred Equity	N/A	N/A	$	18,631	18,631		19,843		1.0	%


						18,631		19,843		1.0	%
Total non-controlled/affiliated portfolio company equity investments						$	110,782	$	111,539	5.3	%
Total non-controlled/affiliated portfolio company investments						$	131,704	$	132,403	6.3	%
Total Investments						$	3,953,526	$	3,985,044	190.8	%

_______________

(1)Certain portfolio company investments are subject to contractual restrictions on sales.

(2)The amortized cost represents the original cost adjusted for the amortization and accretion of premiums and discounts, as applicable, on debt investments using the effective interest method.

(3)As of March 31, 2024, the net estimated unrealized gain for U.S. federal income tax purposes was $82.0 million based on a tax cost basis of $3.9 billion. As of March 31, 2024, there was no estimated aggregate gross unrealized loss for U.S. federal income tax purposes and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $82.0 million.

(4)Unless otherwise indicated, all investments are considered Level 3 investments.

(5)Level 2 investment.

(6)Unless otherwise indicated, 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 Secured Overnight Financing Rate ( “SOFR” or “S,” which can include one-, three- or six- month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”, which can include three- or six-month EURIBOR), SONIA (“SONIA” or “SA”) 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.

(7)The interest rate on these loans is subject to 1 month SOFR, which as of March 31, 2024 was 5.33%.

(8)The interest rate on these loans is subject to 3 month SOFR, which as of March 31, 2024 was 5.30%.

(9)The interest rate on these loans is subject to 6 month SOFR, which as of March 31, 2024 was 5.22%.

(10)The interest rate on this loan is subject to 3 month EURIBOR, which as of March 31, 2024 was 3.89%.

(11)The interest rate on this loan is subject 6 month EURIBOR, which as of March 31, 2024 was 3.85%.

(12)The interest rate on this loan is subject to SONIA, which as of March 31, 2024 was 5.19%.

(13)Contains a fixed-rate structure.

(14)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.

(15)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.

(16)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.

(17)Unless otherwise indicated, all investments are considered co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”

(18)Not a co-investment made with the Company’s affiliates.

(19)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of March 31, 2024, the aggregate fair value of these securities is $507.7 million or 24.2% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Portfolio Company

Investment

Acquisition Date

6Sense Insights, Inc.

Series E-1 Preferred Stock

January 20, 2022

AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC

LLC Interest

July 01, 2022

AAM Series 2.1 Aviation Feeder, LLC

LLC Interest

July 01, 2022

Accelerate Topco Holdings, LLC

Common Units

September 01, 2022

Acorns Grow Incorporated

Series F Preferred Stock

March 08, 2022

Amergin Asset Management, LLC

Class A Units

July 01, 2022

Axonius, Inc.

Series E Preferred Stock

March 11, 2022

BEHP Co-Investor II, L.P.

LP Interest

May 06, 2022

Coherent Group Inc.

Series B Preferred Shares

April 21, 2022

Coherent Group Inc.

Series B Preferred Shares

December 28, 2023

Elliott Alto Co-Investor Aggregator L.P.

LP Interest

September 28, 2022

Fifth Season Investments LLC

Class A Units

October 17, 2022

Halo Parent Newco, LLC

Class H PIK Preferred Equity

February 22, 2022

Juniper Square, Inc.

Warrants

December 29, 2022

Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)

Perpetual Preferred Stock

June 23, 2022

LSI Financing 1 DAC

Preferred Equity

December 14, 2022

Minerva Holdco, Inc.

Series A Preferred Stock

February 15, 2022

Orange Blossom Parent, Inc.

Common Stock

July 29, 2022

Picard Holdco, Inc.

Series A Preferred Stock

September 29, 2022

Project Alpine Co-Invest Fund, L.P.

LP Interest

June 13, 2022

Project Hotel California Co-Invest Fund, L.P.

LP Interest

August 09, 2022

Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)

Series A Preferred Stock

November 15, 2023

Securiti, Inc.

Series C Preferred Shares

July 29, 2022

Vestwell Holdings, Inc.

Series D Preferred Stock

December 20, 2023

KWOL Acquisition Inc. (dba Worldwide Clinical Trials)

Class A Interest

November 30, 2023

WP Irving Co-Invest, L.P.

Partnership Units

May 18, 2022

XOMA Corporation

Warrants

December 15, 2023

Zoro TopCo, L.P.

Class A Common Units

November 22, 2022

Zoro TopCo, Inc.

Series A Preferred Stock

November 22, 2022

_______________

(20)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% but less than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement. Transactions during the three months ended March 31, 2024 in which the Company was an Affiliated Person of the portfolio company are as follows:

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company	Fair Value at December 31, 2023		Gross Additions (a)		Gross Reductions (b)		Net Change in Unrealized Gain/(Loss)		Transfers		Fair Value at March 31, 2024		Interest Income		Dividend Income		Other Income
Non-Controlled Affiliates
AAM Series 2.1 Aviation Feeder, LLC(c)	$	17,438	$	187	$	(194)	$	(186)	$	—	$	17,245	$	316	$	—	$	—
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)	14,409		235		—		170		—		14,814		266		—		—
Coherent Group Inc.	16,204		58		—		(1,069)		—		15,193		—		—		—
Fifth Season Investments LLC	43,908		20,801		(1,472)		2,071		—		65,308		—		785		—
LSI Financing 1 DAC	19,988		—		(373)		228		—		19,843		—		16		—
Total Non-Controlled Affiliates	$	111,947	$	21,281	$	(2,039)	$	1,214	$	—	$	132,403	$	582	$	801	$	—

_______________

(a)Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest (“PIK”) 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.

(c)In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”) the Company made a minority investment in Amergin Asset Management, LLC, which has entered into a Servicing Agreement with Amergin AssetCo.

(21)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 March 31, 2024, non-qualifying assets represented 13.2% of total assets as calculated in accordance with the regulatory requirements.

(22)Investment is non-income producing.

(23)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facilities and CLO. See Note 6 “Debt”.

(24)Investment is not pledged as collateral for the credit facilities.

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(4)(6)(16)(22)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(2)(3)		Fair Value		Percentage of Net Assets

Non-controlled/non-affiliated portfolio company investments
Debt Investments
Aerospace & defense
ManTech International Corporation(8)	First lien senior secured loan	S +	5.75%	9/2029	$	66,854	$	65,683	$	66,351	3.8	%
ManTech International Corporation(8)(13)(15)	First lien senior secured delayed draw term loan	S +	5.75%	9/2024	5,668		5,484		5,625		0.3	%
ManTech International Corporation(13)(14)	First lien senior secured revolving loan	S +	5.75%	9/2028	—		(135)		(65)		—	%


							71,032		71,911		4.1	%
Application Software
Anaplan, Inc.(8)	First lien senior secured loan	S +	6.50%	6/2029	130,890		129,804		130,890		7.3	%
Anaplan, Inc.(13)(14)	First lien senior secured revolving loan	S +	6.50%	6/2028	—		(70)		—		—	%
Armstrong Bidco Limited (dba The Access Group)(11)(20)	First lien senior secured GBP term loan	SA +	5.25%	6/2029	£	5,314	6,401		6,724		0.4	%
Armstrong Bidco Limited (dba The Access Group)(11)(15)(20)	First lien senior secured GBP delayed draw term loan	SA +	5.25%	6/2025	£	2,773	3,339		3,508		0.2	%
Avalara, Inc.(8)	First lien senior secured loan	S +	7.25%	10/2028	104,545		103,224		104,023		5.7	%
Avalara, Inc.(13)(14)	First lien senior secured revolving loan	S +	7.25%	10/2028	—		(125)		(52)		—	%
Community Brands ParentCo, LLC(7)	First lien senior secured loan	S +	5.50%	2/2028	12,527		12,344		12,402		0.7	%
Community Brands ParentCo, LLC(13)(14)(15)	First lien senior secured delayed draw term loan	S +	5.50%	2/2024	—		(10)		—		—	%
Community Brands ParentCo, LLC(13)(14)	First lien senior secured revolving loan	S +	5.50%	2/2028	—		(10)		(8)		—	%
Coupa Holdings, LLC(7)	First lien senior secured loan	S +	7.50%	2/2030	84,811		82,823		83,115		4.6	%
Coupa Holdings, LLC(13)(14)(15)	First lien senior secured delayed draw term loan	S +	7.50%	8/2024	—		(83)		(57)		—	%
Coupa Holdings, LLC(13)(14)	First lien senior secured revolving loan	S +	7.50%	2/2029	—		(125)		(116)		—	%
Fullsteam Operations, LLC(8)	First lien senior secured loan	S +	8.25%	11/2029	10,593		10,278		10,275		0.6	%
Fullsteam Operations, LLC(8)(13)(15)	First lien senior secured delayed draw term loan	S +	8.25%	5/2025	1,009		945		944		0.1	%
Fullsteam Operations, LLC(13)(14)(15)	First lien senior secured delayed draw term loan	S +	8.25%	11/2025	—		(22)		(22)		—	%
Fullsteam Operations, LLC(13)(14)	First lien senior secured revolving loan	S +	8.25%	11/2029	—		(17)		(18)		—	%
Grayshift, LLC(7)(20)	First lien senior secured loan	S +	8.00%	7/2028	112,931		111,437		111,237		6.1	%
Grayshift, LLC(13)(14)(20)	First lien senior secured revolving loan	S +	8.00%	7/2028	—		(43)		(87)		—	%
Quartz Acquireco, LLC (dba Qualtrics)(7)	First lien senior secured loan	S +	3.50%	6/2030	4,988		4,942		4,950		0.3	%
Zendesk, Inc.(8)	First lien senior secured loan	S +	6.25% (3.25% PIK)	11/2028	94,047		92,441		92,871		5.1	%
Zendesk, Inc.(13)(14)(15)	First lien senior secured delayed draw term loan	S +	6.25%	11/2024	—		(695)		(57)		—	%
Zendesk, Inc.(13)(14)	First lien senior secured revolving loan	S +	6.25%	11/2028	—		(154)		(118)		—	%
							556,624		560,404		31.1	%
Banks

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(4)(6)(16)(22)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(2)(3)	Fair Value	Percentage of Net Assets

Finastra USA, Inc.(9)(20)	First lien senior secured loan	S +	7.25%	9/2029	82,382		81,558	81,558	4.6	%
Finastra USA, Inc.(7)(13)(20)	First lien senior secured revolving loan	S +	7.25%	9/2029	2,262		2,176	2,176	0.1	%

							83,734	83,734	4.7	%
Beverages
Innovation Ventures HoldCo, LLC(7)	First lien senior secured loan	S +	6.25%	3/2027	10,000		9,872	9,875	0.5	%


							9,872	9,875	0.5	%
Building products
EET Buyer, Inc. (dba e-Emphasys)(8)	First lien senior secured loan	S +	6.50%	11/2027	9,602		9,475	9,602	0.5	%
EET Buyer, Inc. (dba e-Emphasys)(9)(13)	First lien senior secured revolving loan	S +	6.50%	11/2027	160		150	160	—	%

							9,625	9,762	0.5	%





Commercial Services & Supplies
SimpliSafe Holding Corporation(7)	First lien senior secured loan	S +	6.25%	5/2028	20,267		19,969	20,065	1.1	%
SimpliSafe Holding Corporation(7)(13)(15)	First lien senior secured delayed draw term loan	S +	6.25%	5/2024	682		658	676	—	%

							20,627	20,741	1.1	%
Construction & Engineering
Dodge Construction Network LLC(5)(8)	First lien senior secured loan	S +	4.75%	2/2029	9,850		9,734	7,584	0.4	%


							9,734	7,584	0.4	%
Consumer Finance
Affirm, Inc.(5)(20)(21)	Senior convertible notes	N/A		11/2026	25,000		19,180	20,455	1.1	%


							19,180	20,455	1.1	%
Diversified Consumer Services
Sophia, L.P.(5)(7)	First lien senior secured loan	S +	4.25%	10/2027	9,850		9,778	9,826	0.5	%



							9,778	9,826	0.5	%
Diversified Financial Services
BTRS Holdings Inc. (dba Billtrust)(8)	First lien senior secured loan	S +	8.00%	12/2028	62,962		61,250	62,017	3.4	%
BTRS Holdings Inc. (dba Billtrust)(8)(13)(15)	First lien senior secured delayed draw term loan	S +	8.00%	12/2024	2,607		2,607	2,527	0.1	%
BTRS Holdings Inc. (dba Billtrust)(8)(13)	First lien senior secured revolving loan	S +	7.25%	12/2028	1,679		1,513	1,578	0.1	%
Computer Services, Inc. (dba CSI)(8)	First lien senior secured loan	S +	6.75%	11/2029	124,063		121,840	124,063	6.8	%
Computer Services, Inc. (dba CSI)(8)	First lien senior secured loan	S +	6.00%	11/2029	20,883		20,675	20,674	1.1	%
Hg Genesis 9 SumoCo Limited(10)(20)	Unsecured EUR facility	E +	7.00% PIK	3/2027	€	46,773	51,217	51,668	2.8	%
Juniper Square, Inc.(8)	First lien senior secured loan	S +	9.50% (4.75% PIK)	12/2026	37,384		36,575	36,636	2.0	%
Juniper Square, Inc.(13)(14)	First lien senior secured revolving loan	S +	8.50%	12/2026	—		(34)	(45)	—	%
Smarsh Inc.(8)	First lien senior secured loan	S +	5.75%	2/2029	25,905		25,704	25,840	1.4	%
Smarsh Inc.(8)(13)(15)	First lien senior secured delayed draw term loan	S +	5.75%	2/2024	3,238		3,188	3,230	0.2	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(4)(6)(16)(22)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)(3)	Fair Value	Percentage of Net Assets

Smarsh Inc.(13)(14)	First lien senior secured revolving loan	S +	5.75%	2/2029	—	(2)	(1)	—	%
						324,533	328,187	17.9	%
Diversified Support Services
CoreTrust Purchasing Group LLC(7)	First lien senior secured loan	S +	6.75%	10/2029	25,761	25,313	25,503	1.4	%
CoreTrust Purchasing Group LLC(13)(14)(15)	First lien senior secured delayed draw term loan	S +	6.75%	9/2024	—	(16)	—	—	%
CoreTrust Purchasing Group LLC(13)(14)	First lien senior secured revolving loan	S +	6.75%	10/2029	—	(56)	(38)	—	%
						25,241	25,465	1.4	%
Electrical Equipment
BCPE Watson (DE) ORML, LP(9)(20)(23)	First lien senior secured loan	S +	6.50%	7/2028	125,000	123,994	124,375	6.9	%


						123,994	124,375	6.9	%





Food & Staples Retailing
Circana Group, L.P. (fka The NPD Group, L.P.)(7)	First lien senior secured loan	S +	6.25% (2.75% PIK)	12/2028	144,986	142,548	143,536	7.9	%
Circana Group, L.P. (fka The NPD Group, L.P.)(7)(13)	First lien senior secured revolving loan	S +	5.75%	12/2027	1,631	1,498	1,540	0.1	%




						144,046	145,076	8.0	%
Health Care Equipment & Supplies
PerkinElmer U.S. LLC(7)	First lien senior secured loan	S +	6.75%	3/2029	45,441	44,621	45,441	2.5	%


						44,621	45,441	2.5	%
Health Care Providers & Services
Covetrus, Inc.(8)	Second lien senior secured loan	S +	9.25%	10/2030	75,000	73,608	74,813	4.1	%
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(7)	First lien senior secured loan	S +	5.50%	3/2025	9,956	9,956	9,931	0.6	%
Engage Debtco Limited(8)(20)	First lien senior secured loan	S +	5.75% (2.25% PIK)	7/2029	20,128	19,712	19,776	1.1	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(9)	First lien senior secured loan	S +	6.25%	12/2029	21,635	21,209	21,206	1.2	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(9)(13)	First lien senior secured revolving loan	S +	6.25%	12/2029	881	824	823	—	%
Natural Partners, LLC(8)(20)	First lien senior secured loan	S +	4.50%	11/2027	9,150	9,017	9,105	0.5	%
Natural Partners, LLC(13)(14)(20)	First lien senior secured revolving loan	S +	4.50%	11/2027	—	(9)	(3)	—	%
OneOncology LLC(8)	First lien senior secured loan	S +	6.25%	6/2030	7,917	7,804	7,877	0.4	%
OneOncology LLC(13)(14)(15)	First lien senior secured delayed draw term loan	S +	6.25%	12/2024	—	(17)	—	—	%
OneOncology LLC(13)(14)	First lien senior secured revolving loan	S +	6.25%	6/2029	—	(22)	(8)	—	%
PetVet Care Centers, LLC(7)	First lien senior secured loan	S +	6.00%	11/2030	39,250	38,863	38,838	2.1	%
PetVet Care Centers, LLC(13)(14)(15)	First lien senior secured delayed draw term loan	S +	6.00%	11/2025	—	(25)	(3)	—	%
PetVet Care Centers, LLC(13)(14)	First lien senior secured revolving loan	S +	6.00%	11/2029	—	(57)	(56)	—	%
TC Holdings, LLC (dba TrialCard)(8)	First lien senior secured loan	S +	5.00%	4/2027	8,795	8,733	8,795	0.5	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(4)(6)(16)(22)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)(3)	Fair Value	Percentage of Net Assets

TC Holdings, LLC (dba TrialCard)(13)(14)	First lien senior secured revolving loan	S +	5.00%	4/2027	—	(7)	—	—	%
Vermont Aus Pty Ltd(8)(20)	First lien senior secured loan	S +	5.50%	3/2028	9,825	9,639	9,727	0.5	%
						199,228	200,821	11.0	%
Health Care Technology
Athenahealth Group Inc.(5)(7)	First lien senior secured loan	S +	3.25%	2/2029	3,520	3,262	3,501	0.2	%
Color Intermediate, LLC(8)	First lien senior secured loan	S +	5.50%	10/2029	48,394	47,535	47,910	2.6	%
Greenway Health, LLC(9)	First lien senior secured loan	S +	6.75%	4/2029	10,300	9,993	9,991	0.5	%
Hyland Software, Inc.(7)	First lien senior secured loan	S +	6.00%	9/2030	65,438	64,484	64,456	3.5	%
Hyland Software, Inc.(13)(14)	First lien senior secured revolving loan	S +	6.00%	9/2029	—	(44)	(47)	—	%
Iconic IMO Merger Sub, Inc.(8)	First lien senior secured loan	S +	6.00%	5/2029	20,585	20,247	20,482	1.1	%
Iconic IMO Merger Sub, Inc.(9)(13)(15)	First lien senior secured delayed draw term loan	S +	6.00%	5/2024	1,825	1,770	1,816	0.1	%
Iconic IMO Merger Sub, Inc.(8)(13)	First lien senior secured revolving loan	S +	6.00%	5/2028	99	63	87	—	%
Imprivata, Inc.(8)	Second lien senior secured loan	S +	6.25%	12/2028	17,647	17,470	17,647	1.0	%
Indikami Bidco, LLC (dba IntegriChain)(7)	First lien senior secured loan	S +	6.00%	12/2030	56,374	55,110	55,106	3.0	%
Indikami Bidco, LLC (dba IntegriChain)(13)(14)(15)	First lien senior secured delayed draw term loan	S +	6.00%	12/2025	—	(80)	(62)	—	%
Indikami Bidco, LLC (dba IntegriChain)(13)(14)	First lien senior secured revolving loan	S +	6.00%	6/2030	—	(158)	(159)	—	%
Interoperability Bidco, Inc. (dba Lyniate)(8)	First lien senior secured loan	S +	7.00%	12/2026	28,193	28,074	27,771	1.6	%
Interoperability Bidco, Inc. (dba Lyniate)(8)(13)	First lien senior secured revolving loan	S +	7.00%	12/2024	948	937	914	0.1	%
Neptune Holdings, Inc. (dba NexTech)(9)	First lien senior secured loan	S +	6.00%	8/2030	6,618	6,459	6,452	0.4	%
Neptune Holdings, Inc. (dba NexTech)(13)(14)	First lien senior secured revolving loan	S +	6.00%	8/2029	—	(21)	(22)	—	%
PointClickCare Technologies, Inc.(8)(20)	First lien senior secured loan	S +	4.00%	12/2027	9,825	9,717	9,825	0.5	%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(5)(7)	First lien senior secured loan	S +	3.25%	3/2028	11,748	11,293	11,727	0.6	%
						276,111	277,395	15.2	%















Insurance
AmeriLife Holdings LLC(7)	First lien senior secured loan	S +	5.75%	8/2029	18,000	17,695	17,910	1.0	%
AmeriLife Holdings LLC(8)(13)(15)	First lien senior secured delayed draw term loan	S +	5.75%	9/2024	3,751	3,682	3,732	0.2	%
AmeriLife Holdings LLC(13)(14)(15)	First lien senior secured delayed draw term loan	S +	5.75%	10/2025	—	(37)	—	—	%
AmeriLife Holdings LLC(13)(14)	First lien senior secured revolving loan	S +	5.75%	8/2028	—	(35)	(11)	—	%
Asurion, LLC(5)(7)	First lien senior secured loan	S +	4.25%	8/2028	18,624	17,839	18,535	1.0	%
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(8)	First lien senior secured loan	S +	7.50%	3/2029	37,324	36,433	36,764	2.0	%
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(13)(14)	First lien senior secured revolving loan	S +	7.50%	3/2029	—	(82)	(56)	—	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(4)(6)(16)(22)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(2)(3)	Fair Value	Percentage of Net Assets

Integrated Specialty Coverages, LLC(8)	First lien senior secured loan	S +	6.00%	7/2030	5,603		5,523	5,519	0.3	%
Integrated Specialty Coverages, LLC(13)(14)(15)	First lien senior secured delayed draw term loan	S +	6.00%	1/2024	—		(8)	(3)	—	%
Integrated Specialty Coverages, LLC(13)(14)	First lien senior secured revolving loan	S +	6.00%	7/2029	—		(8)	(9)	—	%
Integrity Marketing Acquisition, LLC(8)	First lien senior secured loan	S +	5.86%	8/2026	30,678		30,601	30,678	1.7	%
Integrity Marketing Acquisition, LLC(8)(13)(15)	First lien senior secured delayed draw term loan	S +	6.00%	2/2025	796		742	796	—	%
Integrity Marketing Acquisition, LLC(13)(14)	First lien senior secured revolving loan	S +	6.50%	8/2026	—		(11)	—	—	%


							112,334	113,855	6.2	%





IT Services
Kaseya Inc.(8)	First lien senior secured loan	S +	6.25% (2.50% PIK)	6/2029	78,718		77,386	78,521	4.3	%
Kaseya Inc.(8)(13)(15)	First lien senior secured delayed draw term loan	S +	6.25% (2.50% PIK)	6/2024	291		251	290	—	%
Kaseya Inc.(7)(13)	First lien senior secured revolving loan	S +	5.50%	6/2029	1,194		1,120	1,182	0.1	%

							78,757	79,993	4.4	%
Life Sciences Tools & Services
Bamboo US BidCo LLC(8)	First lien senior secured loan	S +	6.75% (3.38% PIK)	9/2030	19,692		19,116	19,102	1.1	%
Bamboo US BidCo LLC(10)	First lien senior secured EUR term loan	E +	6.75% (3.38% PIK)	9/2030	€	12,252	12,593	13,128	0.7	%
Bamboo US BidCo LLC(7)(13)(15)	First lien senior secured delayed draw term loan	S +	6.75% (3.38% PIK)	3/2025	211		164	162	—	%
Bamboo US BidCo LLC(13)(14)	First lien senior secured revolving loan	S +	6.00%	10/2029	—		(118)	(123)	—	%
Bracket Intermediate Holding Corp.(5)(8)	First lien senior secured loan	S +	5.00%	5/2028	34,825		33,890	34,773	1.9	%
							65,645	67,042	3.7	%
Pharmaceuticals
Foundation Consumer Brands, LLC(8)	First lien senior secured loan	S +	6.25%	2/2027	17,567		17,316	17,567	0.9	%
Pacific BidCo Inc.(9)(20)	First lien senior secured loan	S +	5.75% (3.11% PIK)	8/2029	8,733		8,550	8,646	0.5	%
Pacific BidCo Inc.(13)(14)(15)(20)	First lien senior secured delayed draw term loan	S +	5.75%	8/2025	—		(10)	—	—	%
XRL 1 LLC (dba XOMA)(12)	First lien senior secured loan		9.88%	12/2038	13,000		12,725	12,708	0.7	%
XRL 1 LLC (dba XOMA)(12)(13)(14)	First lien senior secured delayed draw term loan		9.88%	12/2038	—		(15)	(23)	—	%
							38,566	38,898	2.1	%
Professional Services
Certinia, Inc.(9)	First lien senior secured loan	S +	7.25%	8/2029	44,118		43,285	43,235	2.4	%
Certinia, Inc.(13)(14)	First lien senior secured revolving loan	S +	7.25%	8/2029	—		(110)	(118)	—	%
Proofpoint, Inc.(5)(7)	First lien senior secured loan	S +	3.25%	8/2028	3,199		3,106	3,196	0.2	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(4)(6)(16)(22)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(2)(3)	Fair Value	Percentage of Net Assets

Sensor Technology Topco, Inc. (dba Humanetics)(8)	First lien senior secured loan	S +	7.00% (2.00% PIK)	5/2026	62,791		62,411	62,634	3.4	%
Sensor Technology Topco, Inc. (dba Humanetics)(10)	First lien senior secured EUR term loan	E +	7.25% (2.25% PIK)	5/2026	€	11,318	12,220	12,471	0.7	%
Sensor Technology Topco, Inc. (dba Humanetics)(8)(13)	First lien senior secured revolving loan	S +	6.50%	5/2026	3,094		3,061	3,080	0.2	%
Sovos Compliance, LLC(5)(7)	First lien senior secured loan	S +	4.50%	8/2028	19,551		19,184	19,283	1.1	%

							143,157	143,781	8.0	%
Real Estate Management & Development
Entrata, Inc.(7)	First lien senior secured loan	S +	6.00%	7/2030	44,872		44,217	44,199	2.4	%
Entrata, Inc.(13)(14)	First lien senior secured revolving loan	S +	6.00%	7/2028	—		(70)	(77)	—	%

							44,147	44,122	2.4	%
Systems Software
Activate Holdings (US) Corp. (dba Absolute Software)(8)(20)	First lien senior secured loan	S +	6.75%	7/2030	39,640		38,587	38,649	2.1	%
Activate Holdings (US) Corp. (dba Absolute Software)(8)(13)(20)	First lien senior secured revolving loan	S +	6.75%	7/2030	602		524	527	—	%
Appfire Technologies, LLC(8)	First lien senior secured loan	S +	5.50%	3/2027	3,859		3,837	3,840	0.2	%
Appfire Technologies, LLC(13)(14)(15)	First lien senior secured delayed draw term loan	S +	5.50%	6/2024	—		(49)	—	—	%
Appfire Technologies, LLC(8)(13)	First lien senior secured revolving loan	S +	5.50%	3/2027	187		178	183	—	%
Barracuda Networks, Inc.(5)(8)	First lien senior secured loan	S +	4.50%	8/2029	44,550		43,424	43,383	2.4	%
Barracuda Networks, Inc.(8)	Second lien senior secured loan	S +	7.00%	8/2030	55,875		54,385	52,523	2.9	%
ConnectWise, LLC(5)(8)	First lien senior secured loan	S +	3.50%	9/2028	3,089		2,997	3,078	0.2	%
Crewline Buyer, Inc. (dba New Relic)(8)	First lien senior secured loan	S +	6.75%	11/2030	114,805		113,107	113,083	6.2	%
Crewline Buyer, Inc. (dba New Relic)(13)(14)	First lien senior secured revolving loan	S +	6.75%	11/2030	—		(176)	(179)	—	%
Delta TopCo, Inc. (dba Infoblox, Inc.)(8)	Second lien senior secured loan	S +	7.25%	12/2028	24,464		21,758	24,463	1.3	%
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(8)	Second lien senior secured loan	S +	6.75%	11/2027	20,000		19,803	17,350	1.0	%
Oranje Holdco, Inc. (dba KnowBe4)(8)	First lien senior secured loan	S +	7.50%	2/2029	106,818		105,334	105,750	5.8	%
Oranje Holdco, Inc. (dba KnowBe4)(13)(14)	First lien senior secured revolving loan	S +	7.75%	2/2029	—		(170)	(134)	—	%
Ping Identity Holding Corp.(7)	First lien senior secured loan	S +	7.00%	10/2029	90,909		89,723	90,455	5.0	%
Ping Identity Holding Corp.(13)(14)	First lien senior secured revolving loan	S +	7.00%	10/2028	—		(109)	(45)	—	%
Rubrik, Inc.(8)	First lien senior secured loan	S +	7.00%	8/2028	46,771		46,190	46,303	2.5	%
Rubrik, Inc.(8)(13)	First lien senior secured delayed draw term loan	S +	7.00%	8/2028	660		600	595	—	%
SailPoint Technologies Holdings, Inc.(7)	First lien senior secured loan	S +	6.00%	8/2029	136,920		134,464	135,893	7.5	%
SailPoint Technologies Holdings, Inc.(13)(14)	First lien senior secured revolving loan	S +	6.00%	8/2028	—		(201)	(98)	—	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(4)(6)(16)(22)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(2)(3)		Fair Value		Percentage of Net Assets

Securonix, Inc.(8)	First lien senior secured loan	S +	6.00%	4/2028	19,774		19,625		18,538		1.0	%
Securonix, Inc.(13)(14)	First lien senior secured revolving loan	S +	6.00%	4/2028	—		(25)		(222)		—	%
Sitecore Holding III A/S(10)	First lien senior secured EUR term loan	E +	7.75% (6.29% PIK)	3/2029	€	61,542	64,371		67,472		3.7	%
Sitecore Holding III A/S(9)	First lien senior secured loan	S +	7.75% (7.07% PIK)	3/2029	10,475		10,397		10,396		0.6	%
Sitecore USA, Inc.(9)	First lien senior secured loan	S +	7.75% (7.07% PIK)	3/2029	63,151		62,683		62,677		3.4	%
Sophos Holdings, LLC(5)(7)(20)	First lien senior secured loan	S +	3.50%	3/2027	14,770		14,325		14,790		0.8	%
Talon MidCo 2 Limited (dba Tufin)(8)(20)	First lien senior secured loan	S +	7.69%	8/2028	28,420		27,977		28,064		1.5	%
Talon MidCo 2 Limited (dba Tufin)(8)(20)	First lien senior secured loan	S +	7.69%	8/2028	2,058		2,017		2,032		0.1	%
Talon MidCo 2 Limited (dba Tufin)(13)(14)(15)(20)	First lien senior secured delayed draw term loan	S +	7.69%	8/2024	—		—		(2)		—	%
Talon MidCo 2 Limited (dba Tufin)(13)(14)(20)	First lien senior secured revolving loan	S +	7.00%	8/2028	—		(21)		(17)		—	%


							875,555		879,347		48.2	%





Total non-controlled/non-affiliated portfolio company debt investments							$	3,286,141	$	3,308,090	181.9	%

Equity Investments





Application Software
6Sense Insights, Inc.(18)(21)	Series E-1 Preferred Stock	N/A		N/A	316,128		10,001		8,364		0.5	%
Project Alpine Co-Invest Fund, L.P.(18)(20)(21)	LP Interest	N/A		N/A	$	9,695	9,695		11,450		0.6	%
Zoro TopCo, L.P.(18)(21)	Class A Common Units	N/A		N/A	1,051,383		10,514		11,447		0.6	%
Zoro TopCo, Inc.(12)(18)	Series A Preferred Stock		12.50% PIK	N/A	12,617		13,613		13,818		0.8	%
							43,823		45,079		2.5	%















Capital Markets
Acorns Grow Incorporated(12)(17)(18)(20)	Series F Preferred Stock		5.00% PIK	N/A	572,135		10,985		10,502		0.6	%


							10,985		10,502		0.6	%















Diversified Financial Services
Amergin Asset Management, LLC(18)(20)(21)	Class A Units	N/A		N/A	50,000,000		—		—		—	%
Juniper Square, Inc.(18)(21)	Warrants	N/A		N/A	40,984		238		214		—	%

							238		214		—	%















Health Care Technology
BEHP Co-Investor II, L.P.(18)(20)(21)	LP Interest	N/A		N/A	$	1,270	1,266		1,278		0.1	%
Orange Blossom Parent, Inc.(18)(21)	Common Stock	N/A		N/A	16,667		1,667		1,664		0.1	%
Minerva Holdco, Inc.(12)(18)	Series A Preferred Stock		10.75% PIK	N/A	50,000		58,753		57,797		3.2	%
WP Irving Co-Invest, L.P.(18)(20)(21)	Partnership Units	N/A		N/A	1,250,000		1,250		1,258		0.1	%
							62,936		61,997		3.5	%
Health Care Providers & Services

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(4)(6)(16)(22)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(2)(3)		Fair Value		Percentage of Net Assets

KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(15)(18)(21)	Class A Interest	N/A		N/A	159		1,585		1,585		0.1	%
Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)(12)(18)	Series A Preferred Stock		15.00% PIK	N/A	4,419		4,332		4,331		0.2	%

							5,917		5,916		0.3	%















Insurance
Accelerate Topco Holdings, LLC(18)(21)	Common Units	N/A		N/A	12,822		354		417		—	%


							354		417		—	%





IT Services
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(12)(18)	Perpetual Preferred Stock		11.75% PIK	N/A	62,500		68,887		70,035		3.9	%


							68,887		70,035		3.9	%





Pharmaceuticals
XOMA Corporation(18)(21)	Warrants	N/A		N/A	12,000		82		82		—	%


							82		82		—	%
Real Estate Management & Development
Vestwell Holdings, Inc.(18)(21)	Series D Preferred Stock	N/A		N/A	152,175		3,000		3,000		0.2	%


							3,000		3,000		0.2	%
Systems Software
Axonius, Inc.(17)(18)(21)	Series E Preferred Stock	N/A		N/A	1,733,274		10,033		8,775		0.5	%
Elliott Alto Co-Investor Aggregator L.P.(18)(20)(21)	LP Interest	N/A		N/A	13,060		13,137		13,107		0.7	%
Halo Parent Newco, LLC(12)(18)	Class H PIK Preferred Equity		11.00% PIK	N/A	40,000		46,643		38,202		2.1	%
Picard Holdco, Inc.(8)(18)	Series A Preferred Stock	S +	12.00%	N/A	88,080		93,099		102,546		5.6	%
Project Hotel California Co-Invest Fund, L.P.(18)(20)(21)	LP Interest	N/A		N/A	$	8,061	8,061		9,134		0.5	%
Securiti, Inc.(18)(21)	Series C Preferred Shares	N/A		N/A	2,525,571		20,000		18,596		1.0	%



							190,973		190,360		10.4	%










Total non-controlled/non-affiliated portfolio company equity investments							$	387,195	$	387,602	21.4	%
Total non-controlled/non-affiliated portfolio company investments							$	3,673,336	$	3,695,692	203.3	%

Non-controlled/affiliated portfolio company investments
Debt Investments
Diversified Financial Services
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(12)(19)(20)	First lien senior secured loan		12.00% PIK	7/2030	$	8,784	8,784		8,784		0.4	%
AAM Series 2.1 Aviation Feeder, LLC(12)(19)(20)	First lien senior secured loan		12.00% PIK	11/2030	$	10,438	10,437		10,437		0.7	%


							19,221		19,221		1.1	%
Insurance
Coherent Group Inc.(17)(19)(20)	Convertible notes	N/A		12/2024	$	1,700	1,700		1,700		0.1	%


							1,700		1,700		0.1	%
Total non-controlled/affiliated portfolio company debt investments							$	20,921	$	20,921	1.2	%

Equity Investments

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(4)(6)(16)(22)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost(2)(3)		Fair Value		Percentage of Net Assets

Diversified Financial Services
AAM Series 2.1 Aviation Feeder, LLC(13)(18)(19)(20)(21)	LLC Interest	N/A	N/A	$	6,824	6,824		7,001		0.4	%
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(13)(18)(19)(20)(21)	LLC Interest	N/A	N/A	$	5,795	5,795		5,625		0.3	%

						12,619		12,626		0.7	%
Insurance
Coherent Group Inc.(17)(18)(19)(20)(21)	Series B Preferred Shares	N/A	N/A	323,095		16,013		14,504		0.8	%
Fifth Season Investments LLC(18)(19)(23)	Class A Units	N/A	N/A	8		43,904		43,908		2.4	%

						59,917		58,412		3.2	%
Pharmaceuticals
LSI Financing 1 DAC(18)(19)(20)	Preferred Equity	N/A	N/A	$	18,950	19,004		19,988		1.1	%


						19,004		19,988		1.1	%
Total non-controlled/affiliated portfolio company equity investments						$	91,540	$	91,026	5.0	%
Total non-controlled/affiliated portfolio company investments						$	112,461	$	111,947	6.2	%
Total Investments						$	3,785,797	$	3,807,639	209.5	%

_______________

(1)Certain portfolio company investments are subject to contractual restrictions on sales.

(2)The amortized cost represents the original cost adjusted for the amortization and accretion of premiums and discounts, as applicable, on debt investments using the effective interest method.

(3)As of December 31, 2023, the net estimated unrealized gain for U.S. federal income tax purposes was $63.7 million based on a tax cost basis of $3.7 billion. As of December 31, 2023, there was no estimated aggregate gross unrealized loss for U.S. federal income tax purposes and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $63.7 million.

(4)Unless otherwise indicated, all investments are considered Level 3 investments.

(5)Level 2 investment.

(7)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2023 was 5.35%.

(8)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2023 was 5.33%.

(9)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2023 was 5.16%.

(10)The interest rate on this loan is subject to 3 month EURIBOR, which as of December 31, 2023 was 3.91%.

(11)The interest rate on this loan is subject to SONIA, which as of December 31, 2023 was 5.19%.

(12)Contains a fixed-rate structure.

(13)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.

(14)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.

(15)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.

(16)Unless otherwise indicated, all investments are considered co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”

(17)Not a co-investment made with the Company’s affiliates

(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 December 31, 2023, the aggregate fair value of these securities is $478.6 million or 26.3% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company

Investment

Acquisition Date

6Sense Insights, Inc.

Series E-1 Preferred Stock

January 20, 2022

AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC

LLC Interest

July 01, 2022

AAM Series 2.1 Aviation Feeder, LLC

LLC Interest

July 01, 2022

Accelerate Topco Holdings, LLC

Common Units

September 01, 2022

Acorns Grow Incorporated

Series F Preferred Stock

March 08, 2022

Amergin Asset Management, LLC

Class A Units

July 01, 2022

Axonius, Inc.

Series E Preferred Stock

March 11, 2022

BEHP Co-Investor II, L.P.

LP Interest

May 06, 2022

Coherent Group Inc.

Series B Preferred Shares

April 21, 2022

Coherent Group Inc.

Series B Preferred Shares

December 28, 2023

Elliott Alto Co-Investor Aggregator L.P.

LP Interest

September 28, 2022

Fifth Season Investments LLC

Class A Units

October 17, 2022

Halo Parent Newco, LLC

Class H PIK Preferred Equity

February 22, 2022

Juniper Square, Inc.

Warrants

December 29, 2022

Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)

Perpetual Preferred Stock

June 23, 2022

LSI Financing 1 DAC

Preferred Equity

December 14, 2022

Minerva Holdco, Inc.

Series A Preferred Stock

February 15, 2022

Orange Blossom Parent, Inc.

Common Stock

July 29, 2022

Picard Holdco, Inc.

Series A Preferred Stock

September 29, 2022

Project Alpine Co-Invest Fund, L.P.

LP Interest

June 13, 2022

Project Hotel California Co-Invest Fund, L.P.

LP Interest

August 09, 2022

Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)

Series A Preferred Stock

November 15, 2023

Securiti, Inc.

Series C Preferred Shares

July 29, 2022

Vestwell Holdings, Inc.

Series D Preferred Stock

December 20, 2023

KWOL Acquisition Inc. (dba Worldwide Clinical Trials)

Class A Interest

November 30, 2023

WP Irving Co-Invest, L.P.

Partnership Units

May 18, 2022

XOMA Corporation

Warrants

December 15, 2023

Zoro TopCo, L.P.

Class A Common Units

November 22, 2022

Zoro TopCo, Inc.

Series A Preferred Stock

November 22, 2022

_______________

(19)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% but less than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement. Transactions during the year ended December 31, 2023 in which the Company was an Affiliated Person of the portfolio company are as follows:

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company	Fair Value at December 31, 2022		Gross Additions (a)		Gross Reductions (b)		Net Change in Unrealized Gain/(Loss)		Transfers		Fair Value at December 31, 2023		Interest Income		Dividend Income		Other Income
Non-Controlled Affiliates
AAM Series 2.1 Aviation Feeder, LLC(c)	$	348	$	16,913	$	—	$	177	$	—	$	17,438	$	136	$	—	$	—
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)	—		14,579		—		(170)		—		14,409		423		—		—
Coherent Group Inc.	—		1,711		—		102		14,391		16,204		—		—		—
Fifth Season Investments LLC	25,110		18,794		—		4		—		43,908		—		1,390		—
LSI Financing 1 DAC	6,175		14,694		(1,914)		1,033		—		19,988		—		251		—
Total Non-Controlled Affiliates	$	31,633	$	66,691	$	(1,914)	$	1,146	$	14,391	$	111,947	$	559	$	1,641	$	—

_______________

(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.

(20)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, 2023, non-qualifying assets represented 16.7% of total assets as calculated in accordance with the regulatory requirements.

(21)Investment is non-income producing.

(22)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facilities and CLO. See Note 6 “Debt”.

(23)Investment is not pledged as collateral for the credit facilities.

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Technology Finance Corp. II

Consolidated Statements of Changes in Net Assets

(Amounts in thousands)

(Unaudited)


	For the Three Months Ended March 31,
	2024		2023
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)	$	55,863	$	34,435
Net change in unrealized gain (loss)	12,918		13,304
Net realized gain (loss)	1,097		1,251
Net Increase (Decrease) in Net Assets Resulting from Operations	69,878		48,990
Distributions
Distributions declared from earnings	(44,117)		(23,258)
Net Decrease in Net Assets Resulting from Shareholders' Distributions	(44,117)		(23,258)
Capital Share Transactions
Issuance of common shares	249,991		—

Reinvestment of distributions	4,244		1,734
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions	254,235		1,734
Total Increase (Decrease) in Net Assets	279,996		27,466
Net Assets, at beginning of period	1,817,579		1,224,578
Net Assets, at end of period	$	2,097,575	$	1,252,044

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Technology Finance Corp. II

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)


	For the Three Months Ended March 31,
		2024		2023
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations		$	69,878	$	48,990
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net		(332,709)		(326,471)
Proceeds from investments and investment repayments, net		182,233		23,529
Net amortization/accretion of premium/discount on investments		(3,632)		(2,416)
Net change in unrealized (gain) loss on investments		(15,021)		(13,945)
Net change in unrealized (gains) losses on translation of assets and liabilities in foreign currencies		2,107		639
Net realized (gain) loss on investments		(1,084)		2
Paid-in-kind interest and dividends		(12,537)		(13,960)
Amortization of debt issuance costs		1,557		1,322
Amortization of offering costs		20		50
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable		(6,842)		(1,660)
(Increase) decrease in dividend income receivable		1,175		(3,023)


(Increase) decrease in prepaid expenses and other assets		(1,097)		62
Increase (decrease) in management fee payable		465		2,120
Increase (decrease) in incentive fee payable		1,992		1,215
Increase (decrease) in payables to affiliates		1,138		(749)
Increase (decrease) in payable for investments purchased		—		(27,731)
Increase (decrease) in accrued expenses and other liabilities		6,536		2,359
Net cash used in operating activities		(105,821)		(309,667)
Cash Flows from Financing Activities
Borrowings on debt		660,000		770,331
Payments on debt		(770,000)		(420,497)
Debt issuance costs		(734)		(1,065)
Proceeds from issuance of common shares (net of change in subscriptions receivable)		249,762		880
Offering costs paid		(31)		(61)
Distributions paid		(30,940)		(11,793)
Net cash provided by financing activities		108,057		337,795
Net increase in cash		2,236		28,128
Cash, beginning of period		64,899		28,065
Cash, end of period		$	67,135	$	56,193
Supplemental and Non-Cash Information
Interest paid during the period		$	59,148	$	17,950
Distributions declared during the period		$	44,117	$	23,258
Reinvestment of distributions during the period		$	4,244	$	1,734
Distributions Payable		$	44,117	$	23,258
Taxes, including excise tax, paid during the period		$	515	$	—

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization

Blue Owl Technology Finance Corp. II (the “Company”) is a Maryland corporation formed on October 5, 2021. 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 originates and invests 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 invests 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 invests 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 has elected to be 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 December 10, 2021, the Company formed a wholly-owned subsidiary, OR Tech Lending II LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Tech Lending II LLC originates loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.

Blue Owl Technology Credit Advisors II LLC (the “Adviser”) serves as the Company’s investment adviser. The Adviser is an indirect affiliate of Blue Owl Capital, Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform, which focuses on direct lending. The Adviser is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers and (3) Real Estate, which focuses on triple net lease real estate strategies. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.

The Company conducts 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 makes 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 the listing or quotation of our securities on a national securities exchange (an "Exchange Listing") 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 December 1, 2021 (the “Initial 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 December 1, 2021, the Company commenced its loan origination and investment activities contemporaneously with the initial drawdown from investors in the Private Offerings. In January 2022, the Company made its first portfolio company investment.

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

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

statements have been included. The Company was initially capitalized on November 30, 2021 and commenced operations on December 1, 2021 with the initial closing of its Private Offering. The Company’s fiscal year ends on December 31.

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.

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.

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. Rule 2a-5 under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Pursuant to Rule 2a-5, the Board designated the Adviser as the Company's valuation designee to perform fair value determinations relating to the value of assets held by the Company for which market quotations are not readily available.

Investments for which market quotations are readily available are typically valued at the average 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 Adviser, as the valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of the Adviser.

As part of the valuation process, the Adviser, as the valuation designee, 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 Adviser, as the valuation designee, considers whether the pricing indicated by the external event corroborates its valuation.

The Adviser, as the valuation designee, 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 average 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;

•The Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;

•Each quarter, the Adviser, as the valuation designee, will provide the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, the Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and

•The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

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 period 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 Adviser, as the valuation designee, 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 Adviser, as the valuation designee, 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 Adviser, as the valuation designee, 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.

Financial and Derivative Instruments

Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so. The Company adopted a derivatives policy and complies with Rule 18f-4's recordkeeping requirements.

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

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

•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 SPV Asset Facility to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes amortization and accretion of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event.

For the three months ended March 31, 2024, PIK interest and PIK dividend income earned was $7.0 million and $6.7 million representing 5.7% and 5.4% of investment income, respectively. For the three months ended March 31, 2023, PIK interest and PIK dividend income earned was $2.8 million and $13.0 million representing 3.6% and 16.8% of investment income, respectively.

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 and accretion of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point the Company believes PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

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.

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

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.

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, 2021 and intends to continue to qualify annually thereafter as a RIC. So long as the Company maintains its tax treatment as a RIC, it generally will not pay U.S. federal income taxes at corporate rates 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 generally 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.

Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.

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, 2023. As applicable, the Company’s prior three 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. In addition, the Board may consider the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Undistributed long-term capital gains, if any, would be generally distributed at least annually, although the Company may decide to retain such capital gains for investment.

The Company has adopted a dividend reinvestment plan that provides for reinvestment of any cash distributions on behalf of shareholders, unless a shareholder elects to receive cash. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash 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.

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 U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if

Blue Owl Technology Finance Corp. II

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. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform (Topic 848),” which extended the transition period provided under ASU No. 2020-04 and 2021-01 for all entities from December 31, 2022 to December 31, 2024.

In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement (Topic 820),” which clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. ASU 2022-03 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. An entity that qualifies as an investment company under Topic 946 should apply the amendments in ASU No. 2022-03 to an investment in an equity security subject to a contractual sale restriction that is executed or modified on or after the date of adoption. Management has adopted the aforementioned accounting pronouncement and concluded that it does not have a material effect on the accompanying consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740),” which updates income tax disclosure requirements related to rate reconciliation, income taxes paid and other disclosures. ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting ASU No. 2023-09 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

On December 1, 2021, the Company entered into an 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. On May 6, 2024, the Board approved the continuation of the Administration Agreement.

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

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

Unless earlier terminated as described below the Administration Agreement will remain in effect from two years from the date it first became effective, and will remain in effect from year to year if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent directors. The Administration Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company (as defined in the 1940 Act), or by the vote of a majority of the Board or by the Adviser.

No person who is an officer, director, or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s officers who provide operational and administrative services, as well as their respective staffs and other professionals who provide services to the Company, who assist with the preparation, coordination and administration of the foregoing or provide other “back office” or “middle office”, financial or operational services to the Company (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

For the three months ended March 31, 2024 and 2023, the Company incurred expenses of approximately $0.7 million and $0.8 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.

Investment Advisory Agreement

On December 1, 2021, the Company entered into an 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.

Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect for two years from the date it first became effective, and will remain in effect from year-to-year if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, by a majority of independent directors. On May 6, 2024, the Board approved the continuation of the Investment Advisory Agreement.

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 March 31, 2024 and 2023, management fees were $13.6 million and $11.1 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

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

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

For the three months ended March 31, 2024 and 2023, performance based incentive fees based on net investment income were $6.4 million and $3.8 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. 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 months ended March 31, 2024 and 2023, the Company accrued performance based incentive fees based on capital gains of $1.4 million and $10 thousand, respectively.

Dealer Manager Agreement

On November 30, 2021, the Company and the Adviser entered into a dealer manager agreement with the Adviser and Blue Owl Securities LLC (“Blue Owl Securities”) pursuant to which Blue Owl Securities and certain participating broker-dealers will solicit Capital Commitments. In addition, the Company has entered into a placement agent agreement with Blue Owl Securities pursuant to which employees of Blue Owl Securities may conduct placement activities.

Affiliated Transactions

The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company relies on an order for exemptive relief (as amended, the “Order”) that has been granted to an affiliate of the Adviser to co-invest with other funds managed by the Adviser or certain 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 Order the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching by 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 transaction), except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. In addition, the Order permits the Company to participate in follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company.

The Adviser is affiliated with Blue Owl Credit Advisors LLC (“OCA”), Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Credit Private Fund Advisors LLC (“OPFA”), and Blue Owl Diversified Credit Advisors LLC (“ODCA” together with OTCA, OPA, OCA, and the Adviser, the “Blue Owl Credit Advisers”), which are also investment advisers. The Blue Owl Credit Advisers are indirect affiliates of Blue Owl and comprise part of Blue Owl’s Credit platform, which focuses on direct lending. The Blue Owl Credit Advisers’ allocation policy seeks to ensure equitable allocation of investment opportunities over time between the Company, and other funds managed by the Adviser or its affiliates. As a result of the Order, there could be significant

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

overlap in the Company’s investment portfolio and the investment portfolio of the business development companies, private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively, the “Blue Owl Credit Clients”) and/or other funds managed by the Adviser or its affiliates that could avail themselves of the Order and that have an investment objective similar to the Company’s.

License Agreement

On July 6, 2023, the Company entered into a license agreement (the “License Agreement”) with an affiliate of Blue Owl, pursuant to which the Company was granted a non-exclusive license to use the name “Blue Owl.” Under the License Agreement, the Company has a right to use the Blue Owl 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 “Blue Owl” name or logo.

Controlled/Affiliated Portfolio Companies

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 has 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 has 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 Company has made investments in non-controlled, affiliated companies, including Amergin AssetCo, Fifth Season Investments LLC (“Fifth Season”), and LSI Financing 1 DAC (“LSI Financing”).

Amergin

Amergin was created to invest in a leasing platform focused on railcar, aviation and other long-lived transportation assets. Amergin acquires existing on-lease portfolios of new and end-of-life railcars and related equipment and selectively purchases off-lease assets and is building a commercial aircraft portfolio through aircraft financing and engine acquisition on a sale and lease back basis. Amergin consists of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. We made an initial equity commitment to Amergin AssetCo on July 1, 2022. As of March 31, 2024, our commitment to Amergin AssetCo is $33.1 million, of which $13.9 million is equity and $19.2 million is debt. Our investment in Amergin is a co-investment made with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our equity interest in Amergin AssetCo.

Fifth Season

Fifth Season is a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques. On July 18, 2022, we made an initial equity investment in Fifth Season. As of March 31, 2024, our investment in Fifth Season was $65.3 million at fair value. Our investment in Fifth Season is a co-investment with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. The Company does not consolidate its interest in Fifth Season.

LSI Financing

LSI Financing is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements in the life sciences space. On December 14, 2022, the Company made an initial investment in LSI Financing. As of March 31, 2024, the Company’s investment in LSI Financing was $19.8 million at fair value. During the three months ended March 31, 2024, we increased our commitment by $25.2 million. The Company’s investment in LSI Financing is a co-investment with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in LSI Financing.

Promissory Notes

On January 25, 2022, the Company as borrower, entered into a Loan Agreement (the “FIC Agreement”) with Owl Rock Feeder FIC LLC (“Feeder FIC”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $250 million from Feeder FIC. On June 22, 2022, the Company and Feeder FIC entered into a termination agreement pursuant to which the FIC Agreement and the Promissory Notes were terminated. Upon execution of the Termination Agreement there were no amounts outstanding pursuant to the Promissory Notes. See Note 6 “Debt”.

Note 4. Investments

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

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.

The table below presents the composition of investments at fair value and amortized cost as of the following periods:


	March 31, 2024				December 31, 2023
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments(1)	$	3,205,935	$	3,237,258	$	3,047,941	$	3,068,392
Second-lien senior secured debt investments	187,186		186,467		187,024		186,796
Unsecured debt investments	54,408		53,614		72,097		73,823
Preferred equity investments(2)	382,001		376,728		374,363		370,458
Common equity investments(3)	123,996		130,977		104,372		108,170
Total Investments	$	3,953,526	$	3,985,044	$	3,785,797	$	3,807,639

(1)Includes investment in Amergin AssetCo.

(2)Includes equity investments in LSI Financing.

(3)Includes equity investments in Amergin AssetCo and Fifth Season.

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

The Company uses the Global Industry Classification Standard (“GICS”) for classifying the industry groupings of its portfolio companies. The table below presents the industry composition of investments based on fair value as of the following periods:


	March 31, 2024		December 31, 2023
Aerospace & Defense	1.8	%	1.9	%
Application Software	15.4		15.8
Banks	2.1		2.2
Beverages	0.2		0.3
Building Products	0.2		0.3
Capital Markets	0.3		0.3
Commercial Services & Supplies	0.5		0.5
Construction & Engineering	0.2		0.2
Consumer Finance	—		0.5
Diversified Consumer Services	0.7		0.3
Diversified Financial Services(1)	11.8		9.5
Diversified Support Services	0.6		0.7
Electrical Equipment	—		3.3
Food & Staples Retailing	3.8		3.8
Health Care Equipment & Supplies	1.1		1.2
Health Care Technology	8.6		8.9
Health Care Providers & Services	5.2		5.4


Industrial Conglomerates	0.1		—
Insurance(2)	4.9		4.6

IT Services	3.9		3.9
Life Sciences Tools & Services	1.7		1.8
Media	1.7		—
Multiline Retail	0.3		—
Pharmaceuticals(3)	2.2		1.5
Professional Services	4.2		3.9
Real Estate Management & Development	1.1		1.2


Systems Software	27.4		28.0


Total	100.0	%	100.0	%

(1)Includes investments in Amergin AssetCo.

(2)Includes investments in Fifth Season.

(3)Includes equity investment in LSI Financing.

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

The table below presents the geographic composition of investments based on fair value as of the following periods:


	March 31, 2024		December 31, 2023
United States:
Midwest	11.0	%	11.4	%
Northeast	19.3		20.0
South	25.4		25.8
West	33.4		31.4

Australia	0.2		0.3

Canada	4.3		4.4
Cayman Islands	0.4		0.4
Germany	0.2		0.2
Guernsey	1.3		1.4
Ireland	0.2		0.2
Israel	0.8		0.8
Switzerland	0.3		0.3
United Kingdom	3.2		3.4
Total	100.0	%	100.0	%

Note 5. 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. As of March 31, 2024 and December 31, 2023, the Company’s asset coverage was 207% and 188%, respectively.

The tables below present debt obligations as of the following periods:


	March 31, 2024
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Subscription Credit Facility	$	800,000	$	560,000	$	240,000	$	558,017
Revolving Credit Facility	925,000		225,079		699,921		215,804
SPV Asset Facility I	625,000		520,000		20,719		511,418
SPV Asset Facility II	300,000		270,000		30,000		267,782
Athena CLO II	288,000		288,000		—		285,645
2023A Notes	75,000		75,000		—		74,189
April 2029 Notes	700,000		—		700,000		—
Total Debt	$	3,713,000	$	1,938,079	$	1,690,640	$	1,912,855

(1)The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, 2023A Notes, and Athena CLO II are presented net of unamortized debt issuance costs of $2.0 million, $9.3 million, $8.6 million, $2.2 million, $0.8 million, and $2.4 million respectively.


	December 31, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available		Net Carrying Value
Subscription Credit Facility	$	800,000	$	800,000	$	—	$	797,454
Revolving Credit Facility	825,000		288,355		536,645		279,080
SPV Asset Facility I	625,000		330,000		84,826		321,387
SPV Asset Facility II	300,000		270,000		11,505		267,647
2023A Notes	75,000		75,000		—		74,144
Athena CLO II	288,000		288,000		$	—	285,596

Total Debt	$	2,913,000	$	2,051,355	$	632,976	$	2,025,308

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

(1)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, 2023A Notes, and Athena CLO II are presented net of unamortized debt issuance costs of $2.5 million, $9.3 million, $8.6 million, $2.4 million, $0.9 million, and $2.4 million respectively.

The table below presents the components of interest expense for the following periods:


	For the Three Months Ended March 31,
($ in thousands)	2024			2023
Interest expense	$	41,997		$	24,629
Amortization of debt issuance costs	1,557			1,322
Total Interest Expense	$	43,554		$	25,951
Average interest rate	7.9		%	7.0		%
Average daily borrowings	$	2,111,949		$	1,417,369

Credit Facilities

Subscription Credit Facility

On February 18, 2022 the Company entered into a revolving credit facility (the “Subscription Credit Facility”) with Wells Fargo Bank, National Association as administrative agent and as the lender.

The maximum principal amount of the Subscription Credit Facility is $800.0 million (increased from $700.0 million to $800.0 million on December 16, 2022), subject to availability under the borrowing base, which is based on unused capital commitments. The Subscription Credit Facility includes a provision permitting the Company to increase the size of the Subscription Credit Facility under certain circumstances up to a maximum principal amount not to exceed $1.50 billion, if the existing or new lenders agree to commit to such increase. On January 4, 2023, the Company entered into an amendment to the Subscription Credit Facility, which (i) decreased the aggregate principal amount of outstanding swingline loans under the Subscription Credit Facility from $100.0 million to $50.0 million and (ii) decreased the letter of credit sublimit under the Subscription Credit Facility from 20% to 0% of the maximum commitment.

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 loans denominated in dollars, at the Company’s option (a) an adjusted Daily Simple SOFR rate plus 1.75%, (b) an adjusted Term SOFR rate for the applicable interest period plus 1.75% and (c) in the case of reference rate loans, 0.75% plus the greatest of (1) a prime rate, (2) the federal funds rate plus 0.50% and (3) the adjusted Daily Simple SOFR rate plus 1.00%, (ii) in the case of loans denominated in euros or other alternative currencies (other than sterling), the adjusted Eurocurrency Rate for the applicable interest period plus 1.75% or (iii) in the case of loans denominated in sterling, the adjusted SONIA Rate for the applicable interest period plus 1.75%. SOFR Rate loans are subject to a credit spread adjustment ranging from 0.10% to 0.25% and SONIA rate loans are subject to a credit spread adjustment of 0.0326%. Loans denominated in dollars may be converted from one rate applicable to dollar denominated loans 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 two (2) years from the Closing Date (the “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 the Company’s option, the Stated Maturity Date may be extended by up to 364 days, subject to satisfaction of customary conditions. On November 3, 2023, the Company exercised this option and extended the Stated Maturity Date to February 14, 2025.

Revolving Credit Facility

On June 9, 2022, the Company entered into a Senior Secured Credit Agreement (the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto and Truist Bank, as Administrative Agent. On October 13, 2023 (the “Revolving Credit Facility First Amendment Date”), the parties to the Revolving Credit Facility entered into an amendment to, among other things, extend the availability period and maturity date, convert a portion of the then-existing revolver availability into term loan availability and reduce the credit adjustment spread to 0.10% for all U.S. dollar-denominated Loan tenors. The following describes the terms of the Revolving Credit Facility amended through February 29, 2024.

The Revolving Credit Facility is guaranteed by certain domestic subsidiaries of the Company in existence as of the Revolving Credit Facility First Amendment Date, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

acquired by the Company thereafter (each a “Guarantor” and collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.

As of February 29, 2024, the Revolving Credit Facility provides for (a) a term loan in a principal amount of $75.0 million (which term loan amount was increased from $50.0 million to $75.0 million on the February 29, 2024) and (b) subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, a revolving credit facility in a principal amount of up to $850.0 million (which revolving credit facility amount increased from $775.0 million to $850.0 million on February 29, 2024; on an aggregated basis, the aggregate outstanding term loans and revolving credit facility commitments under the Revolving Credit Facility increased from $825.0 million to $925.0 million on February 29, 2024). The amount available for borrowing under the Revolving Credit Facility is reduced by any outstanding letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $1.25 billion through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $200.0 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.

As of the Revolving Credit Facility First Amendment Date, the availability period with respect to the revolving credit facility under the Facility will terminate on October 13, 2027 (the “Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on October 13, 2028 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility 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 in U.S. dollars will bear interest at either (i) term SOFR plus any applicable credit adjustment spread plus margin of 2.00% per annum or (ii) the alternative base rate plus margin of 1.00% per annum. With respect to loans denominated in U.S. dollars, the Company may elect either term SOFR or the alternative base rate at the time of drawdown, and such loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of 2.00% per annum. The Company will also pay a fee of 0.375% on daily undrawn amounts under the Revolving Credit Facility.

The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of the Company and its subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.

Promissory Note

On January 25, 2022, the Company as borrower, entered into a Loan Agreement (the “FIC Agreement”) with Owl Rock Feeder FIC LLC (“Feeder FIC”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $250.0 million from Feeder FIC. Under the FIC Agreement, the Company could re-borrow any amount repaid; however, there was no funding commitment between Feeder FIC and the Company.

On March 14, 2022, the Company entered into an amendment to the FIC Agreement to change the manner in which interest is calculated.

The interest rate on amounts borrowed pursuant to the Promissory Notes, prior to March 14, 2022, was based on the lesser of the rate of interest for an ABR Loan or a Eurodollar Loan under the credit agreement dated as of April 15, 2021, as amended or supplemented from time to time, by and among the Adviser, as borrower, the several lenders from time to time party thereto, MUFG Union Bank, N.A., as Collateral Agent and MUFG Bank, Ltd., as Administrative Agent.

The interest rate on amounts borrowed pursuant to the Promissory Notes after March 14, 2022 was based on the lesser of the rate of interest for a SOFR Loan or an ABR Loan under the Credit Agreement dated as of December 7, 2021, as amended or supplemented from time to time, by and among Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

later than February 28, 2023. The Company intends to use the borrowed funds to make investments in portfolio companies consistent with its investment strategies.

On June 22, 2022, the Company and Feeder FIC entered into a termination agreement (the “Termination Agreement”) pursuant to which the FIC Agreement was terminated. Upon execution of the Termination Agreement there were no amounts outstanding pursuant to the FIC Agreement or the Promissory Notes.

SPV Asset Facilities

SPV Asset Facility I

On July 15, 2022 (the “SPV Asset Facility I Closing Date”), Athena Funding I LLC (“Athena Funding I”), a Delaware limited liability company and a newly formed subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility I”), with Athena Funding I, as borrower, Société Générale, as administrative agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, Alter Domus (US) LLC, as document custodian, and the lenders party thereto (the “SPV Asset Facility I Lenders”). The parties to the SPV Asset Facility I have entered into various amendments, including those relating to the calculation of principal collateralization amounts. The following describes the terms of SPV Asset Facility I as amended through September 26, 2023.

From time to time, the Company expects to sell and contribute certain investments to Athena Funding I pursuant to a Sale and Contribution Agreement by and between the Company and Athena Funding 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 Athena Funding I, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Athena Funding I through its ownership of Athena Funding I. The maximum principal amount which may be borrowed under the Credit Facility is $625.0 million (increased from $600.0 million to $700.0 million on February 22, 2023, increased from $700.0 million to $800.0 million on August 15, 2023, increased from $800.0 million to $825.0 million on September 26, 2023 and decreased from $825.0 million to $625.0 million on December 13, 2023) which, subject to the satisfaction of certain conditions, may be increased to up to $1.00 billion. The availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding I’s assets from time to time, and satisfaction of certain conditions, including coverage tests, collateral quality tests, a lender advance rate test and certain concentration limits.

The SPV Asset Facility I provides for the ability to draw term loans and to draw and redraw revolving loans under the SPV Asset Facility I for a period of up to two years after the SPV Asset Facility I Closing Date. Unless otherwise terminated, the SPV Asset Facility I will mature on July 15, 2032 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by Athena Funding I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, Athena Funding I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company. The credit facility may be permanently reduced, in whole or in part, at the option of Athena Funding I subject to payment of a premium for a period of time.

Amounts drawn bear interest at a reference rate (initially SOFR) plus a spread of 2.75%, and term loans are subject to a minimum utilization amount, after one year, subject to certain terms and conditions. The undrawn amount of the of the term commitment not subject to such spread payment is subject to an undrawn fee of 0.25% per annum for the first twelve months and 0.35% thereafter. The undrawn amount of the revolving commitment not subject to such spread payment is subject to an undrawn fee of 0.25% per annum for the first six months, 0.50% for months seven through twelve, and 0.50% thereafter if the drawn amount is greater than or equal to 75% of the revolving commitment, otherwise 0.75%. Certain additional fees are payable to Société Générale as administrative agent.

The SPV Asset Facility I contains customary covenants, including certain maintenance covenants, and events of default. Athena Funding I is required to obtain a minimum post-closing rating of the SPV Asset Facility I within six months of the SPV Asset Facility I Closing Date, subject to certain terms and conditions. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of Athena Funding I and on any payments received by Athena Funding I in respect of those assets. Assets pledged to the SPV Asset Facility I Lenders will not be available to pay the debts of the Company.

Borrowings of Athena Funding I are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

SPV Asset Facility II

On November 8, 2022 (the “SPV Asset Facility II Closing Date”), Athena Funding II LLC (“Athena Funding II”), a Delaware limited liability company and a newly formed subsidiary of the Company entered into a Loan and Management Agreement (the “SPV Asset Facility II”), with Athena Funding II LLC, as borrower, the Company, as collateral manager and transferor, MUFG Bank, Ltd. (“MUFG”), as administrative agent, State Street Bank and Trust Company, as collateral agent and collateral administrator, Alter Domus (US) LLC as custodian, the lenders from time to time parties thereto (the “SPV Asset Facility II Lender”) and the group agents from time to time parties thereto.

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

From time to time, the Company expects to sell and contribute certain investments to Athena Funding II pursuant to a Purchase and Sale Agreement by and between the Company and Athena Funding II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by Athena Funding II, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Athena Funding II through its ownership of Athena Funding II. The maximum principal amount of the SPV Asset Facility II is $300.0 million; the availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding II’s assets from time to time, an advance rate and concentration limitations, and satisfaction of certain conditions, including collateral quality tests.

The SPV Asset Facility II provides for the ability to draw and redraw revolving loans under the SPV Asset Facility II for a period of up to two years after the SPV Asset Facility II Closing Date (the “SPV Asset Facility II Reinvestment Period”) unless the SPV Asset Facility II Reinvestment Period is terminated sooner as provided in the Secured Credit Facility. Unless otherwise terminated, the SPV Asset Facility II will mature three years after the last day of the SPV Asset Facility II Reinvestment Period (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by Athena Funding II 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 II Stated Maturity, Athena Funding II 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. The credit facility may be permanently reduced, in whole or in part, at the option of Athena Funding II.

Amounts drawn bear interest at a cost of funds rate as determined by MUFG periodically (or Term SOFR under certain circumstances) plus an applicable margin of 2.85% during the SPV Asset Facility II Reinvestment Period and 3.25% after the end of the SPV Asset Facility II Reinvestment Period. During the SPV Asset Facility II Reinvestment Period, there is an unused fee of 0.50% on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. The SPV Asset Facility II contains customary covenants, including certain maintenance covenants and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of Athena Funding II and on any payments received by Athena Funding II in respect of those assets. Assets pledged to the SPV Asset Facility II Lender will not be available to pay the debts of the Company.

Borrowings of Athena Funding II are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

CLO

Athena CLO II

On December 13, 2023 (the “Athena CLO II Closing Date”), the Company completed a $475.3 million term debt securitization transaction (the “Athena CLO II 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 Athena CLO II Transaction and the secured loan borrowed in the Athena CLO II Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Athena CLO II, LLC, a limited liability organized under the laws of the State of Delaware (the “Athena CLO II Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the Athena CLO II Issuer.

The Athena CLO II Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Athena CLO II Closing Date (the “Athena CLO II Indenture”), by and among the Athena CLO II Issuer and State Street Bank and Trust Company: (i) $40.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.85%, (ii) $16.5 million of AA(sf) Class B-1 Notes, which bear interest at three-month term SOFR plus 3.95%, (iii) $7.5 million of AA(sf) Class B-2 Notes, which bear interest at 7.25% and (iv) $24.0 million of A(sf) Class C Notes, which bear interest at three-month term SOFR plus 4.95% (together, the “Athena CLO II Secured Notes”) and (B) the borrowing by the Athena CLO II Issuer of $200.0 million under floating rate Class A-L loans (the “Athena CLO II Class A-L Loans” and together with the Athena CLO II Secured Notes, the “Athena CLO II Debt”). The Class A-L Loans bear interest at three-month term SOFR plus 2.85%. The Class A-L Loans were borrowed under a credit agreement (the “Athena CLO II Class A-L Credit Agreement”), dated as of the Athena CLO II Closing Date, by and among the Athena CLO II Issuer, as borrower, a financial institution, as lender, and State Street Bank and Trust Company, as collateral trustee and loan agent. The Athena CLO II Debt is secured by middle market loans, participation interests in middle market loans and other assets of the Athena CLO II Issuer. The Athena CLO II Debt is scheduled to mature on the Payment Date (as defined in the Athena CLO II Indenture) in January, 2036. The Athena CLO II Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

the Athena CLO II 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 Athena CLO II Preferred Shares.

As part of the Athena CLO II Transaction, the Company entered into a loan sale agreement with the Athena CLO II Issuer dated as of the Athena CLO II Closing Date (the “Athena CLO II OTF II Loan Sale Agreement”), which provided for the contribution of approximately $83.9 million funded par amount of middle market loans from the Company to the Athena CLO II Issuer on the Athena CLO II Closing Date and for future sales from the Company to the Athena CLO II Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Athena CLO II Debt. The remainder of the initial portfolio assets securing the Athena CLO II Debt consisted of approximately $380.6 million funded par amount of middle market loans purchased by the Athena CLO II Issuer from Athena Funding I LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the Athena CLO II Closing Date between the Athena CLO II Issuer and Athena Funding I LLC (the “Athena CLO II Athena Funding I Loan Sale Agreement”). No gain or loss was recognized as a result of these sales and contributions. The Company and Athena Funding I each made customary representations, warranties, and covenants to the Athena CLO II Issuer under the applicable loan sale agreement.

Through January 20, 2028, a portion of the proceeds received by the Athena CLO II Issuer from the loans securing the Athena CLO II Secured Notes may be used by the Athena CLO II Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the Athena CLO II Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.

The Athena CLO II Debt is the secured obligation of the Athena CLO II Issuer, and the Athena CLO II Indenture and Athena CLO II Class A-L Credit Agreement each includes customary covenants and events of default. The Athena CLO II 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 Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the Athena CLO II Issuer under a collateral management agreement dated as of the Athena CLO II 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 Amended and Restated Investment Advisory Agreement, dated November 30, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the Athena CLO II Issuer’s equity or notes owned by the Company.

Unsecured Notes

2023A Notes

On September 27, 2023, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $75.0 million in aggregate principal amount of Series 2023A Notes, due September 27, 2028, with a fixed interest rate of 8.50% per year (the “Series 2023A Notes”), to qualified institutional investors in a private placement. The Series 2023A Notes are guaranteed by OR Tech Lending II LLC, ORTF II FSI LLC and ORTF II BC 2 LLC, subsidiaries of the Company.

Interest on the Series 2023A Notes will be due semiannually on March 27 and September 27 each year, beginning on March 27, 2024. The Series 2023A Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the Series 2023A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Series 2023A Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, a minimum net worth of $1.01 billion, and a minimum asset coverage ratio of 1.50 to 1.00.

In addition, in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the Series 2023A Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the Series 2023A Notes from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that a Secured Debt Ratio Event (as defined in the Note Purchase Agreement) occurs, the Series 2023A Notes will bear interest at a fixed rate per annum which is 1.50% above the stated rate of the Series 2023A Notes from the date of the occurrence of the Secured Debt Ratio Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that both a Below Investment Grade Event and a Secured Debt Ratio Event have occurred and are continuing, the Series 2023A Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the Series 2023A Notes from the date

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

of the occurrence of the later to occur of the Below Investment Grade Event and the Secured Debt Ratio Event to and until the date on which one of such events is no longer continuing.

The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, certain cross-defaults or cross-acceleration under other indebtedness of the Company, certain judgments and orders and certain events of bankruptcy.

Note 6. Fair Value of Financial Instruments

Investments

The tables below present the fair value hierarchy of financial instruments as of the following periods:


	Fair Value Hierarchy as of March 31, 2024
($ in thousands)	Level 1		Level 2		Level 3		Total
Cash	$	67,135	$	—	$	—	$	67,135
Investments:
First-lien senior secured debt investments(1)	$	—	$	267,255	$	2,970,003	$	3,237,258
Second-lien senior secured debt investments	—		—		186,467		186,467
Unsecured debt investments	—		—		53,614		53,614
Preferred equity investments(2)	—		—		376,728		376,728
Common equity investments(3)	—		—		130,977		130,977
Total Investments at fair value	$	—	$	267,255	$	3,717,789	$	3,985,044

(1)Includes investment in Amergin AssetCo.

(2)Includes equity investments in LSI Financing.

(3)Includes equity investments in Amergin AssetCo and Fifth Season.


	Fair Value Hierarchy as of December 31, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total
Cash	$	64,899	$	—	$	—	$	64,899
Investments:
First-lien senior secured debt investments(1)	$	—	$	169,676	$	2,898,716	$	3,068,392
Second-lien senior secured debt investments	—		—		186,796		186,796
Unsecured debt investments	—		20,455		53,368		73,823
Preferred equity investments(1)	—		—		370,458		370,458
Common equity investments(2)	—		—		108,170		108,170
Total Investments at fair value	$	—	$	190,131	$	3,617,508	$	3,807,639

(1)Includes investment in Amergin AssetCo.

(2)Includes equity investments in LSI Financing.

(3)Includes equity investments in Amergin AssetCo and Fifth Season.

Blue Owl Technology Finance Corp. II

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 following periods:


	As of and for the Three Months Ended March 31, 2024
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	2,898,716	$	186,796	$	53,368	$	370,458	$	108,170	$	3,617,508
Purchases of investments, net	213,479		—		57		1		21,187		234,724
Payment-in-kind	3,253		—		1,418		7,868		—		12,539
Proceeds from investments, net	(159,242)		—		—		(373)		(1,565)		(161,180)
Net change in unrealized gain (loss)	8,526		(491)		(1,244)		(1,369)		3,185		8,607
Net realized gains (losses)	—		—		—		—		—		—
Net amortization/accretion of premium/discount on investments	2,637		162		15		143		—		2,957
Transfers into (out of) Level 3(1)	2,634		—		—		—		—		2,634
Fair value, end of period	$	2,970,003	$	186,467	$	53,614	$	376,728	$	130,977	$	3,717,789

(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the three months ended March 31, 2024, transfers between Level 2 and Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.


	As of and for the Three Months Ended March 31, 2023
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	1,758,458	$	184,788	$	45,124	$	337,069	$	71,541	$	2,396,980
Purchases of investments, net	304,302		—		—		19,656		2,508		326,466
Payment-in-kind	2,135		—		1,031		10,794		—		13,960
Proceeds from investments, net	(14,084)		—		—		—		—		(14,084)
Net change in unrealized gain (loss)	9,499		107		811		1,042		146		11,605
Net realized gains (losses)	(2)		—		—		—		—		(2)
Net amortization/accretion of premium/discount on investments	1,088		142		14		136		—		1,380
Transfers into (out of) Level 3(1)	(103,010)		—		—		—		—		(103,010)
Fair value, end of period	$	1,958,386	$	185,037	$	46,980	$	368,697	$	74,195	$	2,633,295

(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the three months ended March 31, 2023, transfers between Level 2 and Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.

The following tables present information with respect to net change in unrealized gains (losses) on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the following periods:


($ in thousands)	Net change in unrealized gain (loss) for the Three Months Ended March 31, 2024 on Investments Held at March 31, 2024		Net change in unrealized gain (loss) for the Three Months Ended March 31, 2023 on Investments Held at March 31, 2023
First-lien senior secured debt investments	$	12,012	$	9,499
Second-lien senior secured debt investments	(491)		107
Unsecured debt investments	(1,244)		811
Preferred equity investments	(1,369)		1,042
Common equity investments	3,185		146
Total Investments	$	12,093	$	11,605

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

The tables below present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of the following periods. The weighted average range of unobservable inputs is based on fair value of investments. The table is not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.

March 31, 2024

($ 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

166,053

Recent Transaction

Transaction Price

98.0% - 100.0% (98.9%)

Increase

2,803,950

Yield Analysis

Market Yield

9.6% - 18.0% (12.1%)

Decrease

Second-lien senior secured debt investments

186,467

Yield Analysis

Market Yield

11.9% - 17.7% (14.9%)

Decrease

Unsecured debt investments

1,700

Recent Transaction

Transaction Price

100.0% - 100.0% (100.0%)

Increase

51,914

Yield Analysis

Market Yield

10.0% - 10.0% (10.0%)

Decrease

Preferred equity investments

134,231

Recent Transaction

Transaction Price

81.4% - 106.5% (103.7%)

Increase

206,926

Yield Analysis

Market Yield

10.7% - 20.1% (14.0%)

Decrease

35,571

Market Approach

Revenue Multiple

8.3x - 23.5x (11.5x)

Increase

Common equity investments

14,481

Recent Transaction

Transaction Price

100.0% - 100.0% (100.0%)

Increase

18,681

Market Approach

EBITDA Multiple

8.7x - 34.5x (12.1x)

Increase

65,308

Market Approach

AUM Multiple

1.0x - 1.0x (1.0x)

Increase

145

Option Pricing Model

Volatility

70.0% - 70.0% (70.0%)

Increase

32,362

Market Approach

Revenue Multiple

6.3x - 14.8x (11.1x)

Increase

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

December 31, 2023

($ 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

423,672

Recent Transaction

Transaction Price

97.0% - 99.3% (98.6%)

Increase

2,475,044

Yield Analysis

Market Yield

8.2% - 17.1% (12.0%)

Decrease

Second-lien senior secured debt investments

186,796

Yield Analysis

Market Yield

11.4% - 17.7% (15.3%)

Decrease

Unsecured debt investments

1,700

Recent Transaction

Transaction Price

100.0% - 100.0% (100.0%)

Increase

51,668

Yield Analysis

Market Yield

10.6% - 10.6% (10.6%)

Decrease

Preferred equity investments

109,877

Recent Transaction

Transaction Price

98.0% - 107.5% (106.9%)

Increase

199,839

Yield Analysis

Market Yield

10.4% - 20.0% (15.2%)

Decrease

60,742

Market Approach

Revenue Multiple

8.5x - 21.5x (14.6x)

Increase

Common equity investments

58,201

Recent Transaction

Transaction Price

100.0% - 100.0% (100.0%)

Increase

17,724

Market Approach

EBITDA Multiple

9.1x - 34.5x (12.5x)

Increase

32,245

Market Approach

Revenue Multiple

6.3x - 14.7x (11.2x)

Increase

The Adviser, as valuation designee, 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.

When the debtor is not performing or when there is insufficient value to cover the investment, the Company may utilize a net recovery approach to determine the fair value of debt investments in subject companies. A net recovery analysis typically consists of two steps. First, the total enterprise value for the subject company is estimated using standard valuation approaches, most commonly the market approach. Second, the fair value for each investment in the subject company is then estimated by allocating the subject company’s total enterprise value to the outstanding securities in the capital structure based upon various factors, including seniority, preferences, and other features if deemed relevant to each security in the 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 financial performance multiples such as 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.

Blue Owl Technology Finance Corp. II

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 table below presents the carrying and fair values of the Company’s debt obligations as of the following periods:


	March 31, 2024				December 31, 2023
($ in thousands)	Net Carrying Value(1)		Fair Value		Net Carrying Value(2)		Fair Value
Subscription Credit Facility	$	558,017	$	558,017	$	797,454	$	797,454
Revolving Credit Facility	215,804		215,804		279,080		279,080
SPV Asset Facility I	511,418		511,418		321,387		321,387
SPV Asset Facility II	267,782		267,782		267,647		267,647
Athena CLO II	285,645		285,645		285,596		285,596
2023A Notes	74,189		75,188		74,144		75,188
Total Debt	$	1,912,855	$	1,913,854	$	2,025,308	$	2,026,352

(1)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, 2023A Notes, and Athena CLO II are presented net of unamortized debt issuance costs of $2.0 million, $9.3 million, $8.6 million, $2.2 million, $0.8 million, and $2.4 million respectively.

(2)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, 2023A Notes, and Athena CLO II are presented net of unamortized debt issuance costs of $2.5 million, $9.3 million, $8.6 million, $2.4 million , $0.9 million, and $2.4 million respectively.

The table below presents fair value measurements of the Company’s debt obligations as of the following periods:


($ in thousands)	March 31, 2024		December 31, 2023
Level 1	$	—	$	—
Level 2	—		—
Level 3	1,913,854		2,026,352
Total Debt	$	1,913,854	$	2,026,352

Financial Instruments Not Carried at Fair Value

As of March 31, 2024 and December 31, 2023, the carrying amounts of the Company’s other assets and liabilities approximate fair value due to their short maturities. These financial instruments would be categorized as Level 3 within the hierarchy.

Note 7. Commitments and Contingencies

Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments. The table below presents the outstanding commitments to fund investments in current portfolio companies as of the following periods:


Portfolio Company	Investment	March 31, 2024		December 31, 2023
($ in thousands)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	$	889	$	1,699
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	—		246
Activate Holdings (US) Corp. (dba Absolute Software)	First lien senior secured revolving loan	3,011		2,408
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	—		762
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	3,442		3,820
AmeriLife Holdings LLC	First lien senior secured revolving loan	2,273		2,273
Anaplan, Inc.	First lien senior secured revolving loan	9,421		9,421
Appfire Technologies, LLC	First lien senior secured revolving loan	630		630
Appfire Technologies, LLC	First lien senior secured delayed draw term loan	5,042		5,293
Aptean Acquiror, Inc. (dba Aptean)	First lien senior secured delayed draw term loan	506		—
Aptean Acquiror, Inc. (dba Aptean)	First lien senior secured revolving loan	273		—


Aurelia Netherlands Midco 2 B.V.	First lien senior secured EUR term loan	21,479		21,969

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued


Portfolio Company	Investment	March 31, 2024	December 31, 2023
Aurelia Netherlands Midco 2 B.V.	First lien senior secured NOK term loan	21,521	22,990
Aurelia Netherlands Midco 2 B.V.	First lien senior secured EUR revolving loan	2,387	2,441
Avalara, Inc.	First lien senior secured revolving loan	10,455	10,455
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured delayed draw term loan	35,625	—
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured revolving loan	5,700	—
Bamboo US BidCo LLC	First lien senior secured delayed draw term loan	2,749	2,866
Bamboo US BidCo LLC	First lien senior secured revolving loan	4,103	4,103
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured delayed draw term loan	2,052	2,715
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured revolving loan	3,359	5,037
Certinia, Inc.	First lien senior secured revolving loan	5,882	5,882
Circana Group, L.P. (fka The NPD Group, L.P.)	First lien senior secured revolving loan	3,986	7,429
Community Brands ParentCo, LLC	First lien senior secured delayed draw term loan	—	1,500
Community Brands ParentCo, LLC	First lien senior secured revolving loan	750	750
Computer Services, Inc. (dba CSI)	First lien senior secured delayed draw term loan	9,196	—
CoreTrust Purchasing Group LLC	First lien senior secured delayed draw term loan	3,789	3,789
CoreTrust Purchasing Group LLC	First lien senior secured revolving loan	3,789	3,789
Coupa Holdings, LLC	First lien senior secured delayed draw term loan	7,572	7,572
Coupa Holdings, LLC	First lien senior secured revolving loan	5,798	5,798
Crewline Buyer, Inc. (dba New Relic)	First lien senior secured revolving loan	11,959	11,959
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)	First lien senior secured revolving loan	3,732	3,732
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	642	642
Entrata, Inc.	First lien senior secured revolving loan	5,128	5,128
Finastra USA, Inc.	First lien senior secured revolving loan	6,962	6,284

Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	1,241	2,324
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	1,074	1,481
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	5,926	—
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	1,481	—
Fullsteam Operations, LLC	First lien senior secured revolving loan	593	593
Galway Borrower LLC	First lien senior secured delayed draw term loan	1,554	—
Galway Borrower LLC	First lien senior secured revolving loan	164	—
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan	956	—
Granicus, Inc.	First lien senior secured delayed draw term loan	289	—
Granicus, Inc.	First lien senior secured revolving loan	274	—
Grayshift, LLC	First lien senior secured revolving loan	5,806	5,806
Hyland Software, Inc.	First lien senior secured revolving loan	3,101	3,101
Icefall Parent, Inc. (dba EngageSmart)	First lien senior secured revolving loan	1,739	—
Iconic IMO Merger Sub, Inc.	First lien senior secured delayed draw term loan	2,894	3,127
Iconic IMO Merger Sub, Inc.	First lien senior secured revolving loan	2,085	2,382
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured delayed draw term loan	9,866	9,866
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured revolving loan	5,637	7,047
Integrated Specialty Coverages, LLC	First lien senior secured delayed draw term loan	1,293	1,293
Integrated Specialty Coverages, LLC	First lien senior secured revolving loan	603	603
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan	10,604	10,604
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan	2,636	2,636
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	1,399	1,309
Juniper Square, Inc.	First lien senior secured revolving loan	2,250	2,250
Kaseya Inc.	First lien senior secured delayed draw term loan	4,437	4,437
Kaseya Inc.	First lien senior secured revolving loan	3,544	3,544

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued


Portfolio Company	Investment	March 31, 2024		December 31, 2023
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)	First lien senior secured revolving loan	2,937		2,056
LSI Financing 1 DAC	Preferred Equity	25,197		—
ManTech International Corporation	First lien senior secured delayed draw term loan	10,304		10,304
ManTech International Corporation	First lien senior secured revolving loan	8,600		8,600
Monotype Imaging Holdings Inc.	First lien senior secured delayed draw term loan	5,742		—
Monotype Imaging Holdings Inc.	First lien senior secured revolving loan	8,613		—
Natural Partners, LLC	First lien senior secured revolving loan	681		681
Neptune Holdings, Inc. (dba NexTech)	First lien senior secured revolving loan	882		882
OneOncology LLC	First lien senior secured delayed draw term loan	1,944		2,976
OneOncology LLC	First lien senior secured revolving loan	1,587		1,587
Oranje Holdco, Inc. (dba KnowBe4)	First lien senior secured revolving loan	13,352		13,352
Pacific BidCo Inc.	First lien senior secured delayed draw term loan	954		954
PDI TA Holdings, Inc.	First lien senior secured delayed draw term loan	4,469		—
PDI TA Holdings, Inc.	First lien senior secured revolving loan	1,345		—
PetVet Care Centers, LLC	First lien senior secured delayed draw term loan	5,120		5,120
PetVet Care Centers, LLC	First lien senior secured revolving loan	5,373		5,373
Ping Identity Holding Corp.	First lien senior secured revolving loan	9,091		9,091
Rubrik, Inc.	First lien senior secured delayed draw term loan	4,309		5,876
SailPoint Technologies Holdings, Inc.	First lien senior secured revolving loan	13,075		13,075
Securonix, Inc.	First lien senior secured revolving loan	3,559		3,559
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured revolving loan	2,324		2,445
SimpliSafe Holding Corporation	First lien senior secured delayed draw term loan	1,886		1,886
Smarsh Inc.	First lien senior secured delayed draw term loan	3,238		3,238
Smarsh Inc.	First lien senior secured revolving loan	155		259
Talon MidCo 2 Limited (dba Tufin)	First lien senior secured revolving loan	1,369		1,369
Talon MidCo 2 Limited (dba Tufin)	First lien senior secured delayed draw term loan	216		145
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan	1,071		1,071
XRL 1 LLC (dba XOMA)	First lien senior secured delayed draw term loan	1,000		1,000
Zendesk, Inc.	First lien senior secured delayed draw term loan	22,915		22,915
Zendesk, Inc.	First lien senior secured revolving loan	9,435		9,435

Total Unfunded Portfolio Company Commitments		$	446,291	$	353,034

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 March 31, 2024, the Company had approximately $4.1 billion in total Capital Commitments from investors (approximately $2.2 billion undrawn), of which $54.1 million is from entities affiliated with or related to the Adviser (approximately $10.6 million undrawn). As of December 31, 2023, the Company had approximately $4.1 billion in total Capital Commitments from investors (approximately $2.4 billion undrawn), of which $54.0 million is from entities affiliated with or related to the Adviser (approximately $13.8 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.

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. As of March 31, 2024, 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 November 30, 2021, the Company issued 100 common shares for $1,500 to Blue Owl Technology Credit Advisors II LLC.

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

Subsequent to November 30, 2021, the Company has entered into 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 drawdown notice to its investors.

The Company delivered the capital call notices to investors during the following period:

For the Three Months Ended March 31, 2024

Capital Drawdown Notice Date

Common Share Issuance Date

Number of Common
Shares Issued

Aggregate Offering Price
($ in thousands)

February 29, 2024

March 13, 2024

16,123,863

249,991

The Company did not deliver capital call notices to investors for the three months ended March 31, 2023.

Distributions

The table below reflects the distributions declared on shares of our common stock during the following periods:

For the Three Months Ended March 31, 2024

Date Declared

Record Date

Payment Date

Distribution per Share

February 21, 2024

March 31, 2024

May 15, 2024

0.33

For the Three Months Ended March 31, 2023

Date Declared

Record Date

Payment Date

Distribution per Share

February 21, 2023

March 31, 2023

May 15, 2023

0.27

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 table below reflects the common stock issued pursuant to the dividend reinvestment plan during the following period:

For the Three Months Ended March 31, 2024

Date Declared

Record Date

Payment Date

November 7, 2023

December 29, 2023

January 31, 2024

282,231

For the Three Months Ended March 31, 2023

Date Declared

Record Date

Payment Date

November 1, 2022

December 30, 2022

January 31, 2023

121,031

Note 9. Earnings Per Share

The table below sets forth the computation of basic and diluted earnings (loss) per common share for the following periods:


	For the Three Months Ended March 31,
($ in thousands, except per share amounts)	2024		2023
Increase (decrease) in net assets resulting from operations	$	69,878	$	48,990
Weighted average shares of common stock outstanding—basic and diluted	122,155,712		84,737,073
Earnings (loss) per common share-basic and diluted	$	0.57	$	0.58

Note 10. Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code, and 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 the sum of at least 90% of the Company’s investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain tax treatment as a RIC, the

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

Company, among other things, intends to make the requisite distributions to its 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 March 31, 2024 and 2023, the Company recorded U.S. federal excise tax expense of $367 thousand and $154 thousand, respectively.

Taxable Subsidiaries

Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three months ended March 31, 2024 we recorded U.S federal and state income tax expense/(benefit) of $(1) thousand for taxable subsidiaries. For the three months ended March 31, 2023, the Company did not record a U.S federal and state income tax expense/(benefit).

The Company recorded a net deferred tax asset of $7 thousand as of March 31, 2024, for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries’ investment in certain partnership interests. The Company recorded a net deferred tax asset of $4 thousand for taxable subsidiaries as of December 31, 2023.

Note 11. Financial Highlights

The table below presents the financial highlights for a common share outstanding during the following periods:


	For the Three Months Ended March 31,
($ in thousands, except share and per share amounts)	2024			2023
Per share data:
Net asset value, beginning of period	$	15.32		$	14.47
Net investment income (loss)(1)	0.46			0.41
Net realized and unrealized gain (loss)(1)	0.11			0.17
Total from operations	0.57			0.58
Issuance of common stock(2)	(0.03)			(0.01)
Distributions declared from net investment income	(0.33)			(0.27)
Total increase (decrease) in net assets	0.21			0.30
Net asset value, end of period	$	15.53		$	14.77
Shares outstanding, end of period	135,030,823			84,777,417
Total Return(3)	3.5		%	3.9		%
Ratios / Supplemental Data

Ratio of total expenses to average net assets	13.9		%	14.1		%
Ratio of net investment income to average net assets	11.4		%	11.3		%
Net assets, end of period	$	2,097,575		$	1,252,044
Weighted-average shares outstanding	122,155,712			84,737,073
Total capital commitments, end of period	$	4,149,044		$	4,051,416
Ratio of total contributed capital to total committed capital, end of period	47.5		%	30.1		%
Portfolio turnover rate	4.4		%	0.4		%

(1)The per share data was derived using the weighted average shares outstanding during the period.

(2)The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the issuance of common stock because of the timing of sales of the Company’s shares.

(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. Total return is not annualized.

Blue Owl Technology Finance Corp. II

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. There have been no subsequent events to disclose except for the following:

Dividend

On May 7, 2024, the Board declared a distribution of 90% of estimated second quarter investment company taxable income, if any, for shareholders of record on June 28, 2024, payable on or before August 15, 2024.

Unsecured Notes

On April 4, 2024, the Company issued $700.0 million aggregate principal amount of 6.750% notes due 2029 (the "April 2029 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 April 2029 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. Concurrent with the issuance of the April 2029 Notes, the Company entered into a Registration Rights (the “April 2029 Registration Rights Agreement”) Agreement for the benefit of the purchasers of the April 2029 Notes.

In connection with the issuance of the April 2029 Notes, on April 4, 2024 the Company entered into a bilateral interest rate swap. The notional amount of the interest rate swap is $700.0 million. The Company will receive fixed rate interest at 6.75% and pay variable rate interest based on SOFR plus 2.5645%. The interest rate swap matures on March 4, 2029.

Revolving Credit Facility

On April 24, 2024, the Company increased the amount of revolving commitments by $100.0 million through the joining of a new lender. The aggregate term loans and revolving commitments of the Revolving Credit Facility increased from $925.0 million to $1.03 billion.

Amended and Restated Dividend Reinvestment Plan

On May 6, 2024, the Board adopted an amended and restated dividend reinvestment plan.

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 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA”. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Blue Owl Technology Finance Corp. II 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, 2023 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

Blue Owl Technology Finance Corp. II (the “Company”, “we”, “us” or “our”) is a Maryland corporation formed on October 5, 2021. We were formed 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 our debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments.

We are managed by Blue Owl Technology Credit Advisors II 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”). The Adviser is an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform, which focuses 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.

We conduct 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 makes a capital commitment (a “Capital Commitment”) to purchase shares of our common stock pursuant to a subscription agreement entered into with us. Until the earlier of the listing of our common stock on a national securities exchange (an “Exchange Listing”) and the end of the Commitment Period (as defined below), investors were required to fund drawdowns to purchase shares of our common stock up to the amount of their respective Capital Commitment on an as-needed basis each time we delivered a drawdown notice to our investors. The initial closing of the Private Offering occurred on December 1, 2021 (the “Initial Closing”). As of March 31, 2024, we had $4.1 billion in total Capital Commitments from investors, of which $54.1 million is from entities affiliated with or related to our Adviser. The “Commitment Period” will continue until the earlier of the (i) five year anniversary of the Final Closing and (ii) the seven year anniversary of the Initial Closing. If we have not consummated an Exchange Listing by the end of the Commitment Period, subject to extension for two additional one-year periods, in the sole discretion of the Board, the Board (subject to any necessary shareholder approvals and applicable requirements of the Investment Company Act of 1940, as amended (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 including a dealer manager agreement with Blue Owl Securities LLC (“Blue Owl Securities”) pursuant to which Blue Owl Securities and certain participating broker-dealers solicited Capital Commitments and a placement agent agreement (the “Placement Agent Agreement”) with Blue Owl pursuant to which employees of Blue Owl Securities conducted 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 solicited Capital Commitments. Fees paid pursuant to these agreements were paid by our Adviser.

Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers and (3) Real Estate, which focuses on triple net lease real estate strategies. Blue Owl’s Credit platform is comprised of the Adviser, Blue Owl Credit Advisors LLC (“OCA”), Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Credit Private Fund Advisors LLC (“OPFA”), and Blue Owl Diversified Credit Advisors LLC (“ODCA” and together with the Adviser, OCA, OTCA, OPFA, and ODCA, the “Blue Owl Credit Advisers”), which also are investment advisers. As of March 31, 2024, the Adviser and its affiliates had $91.3 billion of assets under management across Blue Owl Credit’s platform.

The management of our investment portfolio is the responsibility of the Adviser and the Technology Lending Investment Committee. We consider these individuals to be our portfolio managers. The Investment Team is also 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 Blue Owl’s

Credit platform’s investment committees. Blue Owl’s Credit platform has four investment committees each of which focuses on a specific investment strategy (Diversified Lending, Technology Lending, First Lien Lending and Opportunistic Lending). Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alexis Maged sit on each of Blue Owl’s Credit platform’s investment committees. In addition to Messrs. Ostrover, Lipschultz, Packer and Maged, the Technology Lending Investment Committee is comprised of Erik Bissonnette, Pravin Vazirani and Jon ten Oever. The Investment Team, under the Technology Lending Investment Committee’s supervision, sources investment opportunities, conducts research, performs due diligence on potential investments, structures our investments and will monitor our portfolio companies on an ongoing basis.

The Technology Lending 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 Technology Lending Investment Committee reviews and determines whether to make prospective investments (including approving parameters or guidelines pursuant to which investments in broadly syndicated loans may be bought and sold), structures financings and monitors the performance of the investment portfolio. Each investment opportunity requires the approval of a majority of the Technology Lending Investment Committee. Follow-on investments in existing portfolio companies may require the Technology Lending 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 Technology Lending Investment Committee. The compensation packages of certain Technology Lending Investment Committee members from the Adviser include various combinations of discretionary bonuses and variable incentive compensation based primarily on performance for services provided and may include shares of Blue Owl.

We may be prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. We rely on an order for exemptive relief (as amended, the “Order”), that has been granted by the SEC to OCA and certain of its affiliates, to permit us to co-invest with other funds managed by the Adviser or certain affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching by us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing, and (4) the proposed investment by us would not benefit our Advisers or its affiliates or any 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.

In addition, the Order permits us to continue to co-invest in our existing portfolio companies with certain affiliates that are private funds even if such private funds did not have an investment in such existing portfolio company.

The Blue Owl Credit Advisers’ investment allocation policy seeks to ensure equitable allocation of investment opportunities over time between us and other funds managed by our Adviser or its affiliates. As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of the business development companies (“BDCs”), private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively, the “Blue Owl Credit Clients”) and/or other funds managed by the Adviser or its affiliates that could avail themselves of the Order and that have an investment objective similar to ours.

On December 10, 2021, we formed a wholly-owned subsidiary, OR Tech Lending II LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Tech Lending II LLC originates loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.

We have elected to be regulated as a BDC under the 1940 Act and have elected to be treated as a regulated investment company (“RIC”) for tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). As a result, we are required to comply with various statutory and regulatory requirements, such as:

•the requirement to invest at least 70% of our assets in “qualifying assets”, as such term is defined in the 1940 Act;

•source of income limitations;

•asset diversification requirements; and

•the requirement to distribute (or be treated as distributing) in each taxable year the sum of at least 90% of our investment company taxable income and tax-exempt interest for that taxable year.

In addition, we will not invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is in an emerging market

and we have adopted a policy to invest, under normal circumstances at least 80% of the value of our total assets in “technology-related” businesses (as defined below).

Our Investment Framework

We are a Maryland corporation organized primarily to originate and make debt and equity investments in technology-related companies based primarily in the United States. We originate and invest in senior secured or unsecured loans, subordinated loans or mezzanine loans, broadly syndicated loans, and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. Our investment objective is to maximize total return by generating current income from debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments. We may hold our investments directly or through special purpose vehicles. We generally intend to invest in companies with a low loan-to-value ratio, which we consider to be 50% or below. Since our Adviser’s affiliates began investment activities in April 2016 through March 31, 2024, the Blue Owl Credit Advisers have originated $99.6 billion aggregate principal amount of investments across multiple industries, of which $95.8 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-related companies that are capitalizing on the large and growing demand for technology products and services. These companies use technology extensively to improve business processes, applications and opportunities or seek to grow through technological developments and innovations. These companies operate in technology-related industries or sectors which include, but are not limited to, application software, systems software, healthcare information technology, technology services and infrastructure, financial technology and internet and digital media. Within each industry or sector, we intend to invest in companies that are developing or offering goods and services to businesses and consumers which utilize scientific knowledge, including techniques, skills, methods, devices and processes, to solve problems. We refer to all of these companies as “technology-related” companies and intend, under normal circumstances, to invest at least 80% of the value of our total assets in such businesses and to target portfolio companies that comprise 1-2% of our portfolio. Generally, no individual portfolio company is expected to comprise greater than 5% of our portfolio; however, from time to time certain of our investments may comprise greater than 5% of our portfolio.

We expect that generally our portfolio composition will be majority debt or income producing securities, which may include “covenant-lite” loans (as defined below), with a lesser allocation to equity or equity-linked opportunities, including publicly traded debt instruments. In addition, we may invest a portion of our portfolio in opportunistic investments and broadly syndicated loans, which will not be our primary focus, but will be intended to enhance returns to our shareholders and from time to time, we may evaluate and enter into strategic portfolio transactions which may result in additional portfolio companies which we are considered to control. These investments may include high-yield bonds and broadly syndicated loans, including publicly traded debt instruments, which are typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs and enterprise values larger than those of middle-market companies, and equity investments in portfolio companies that make senior secured loans or invest in broadly syndicated loans or structured products, such as life settlements and royalty interests. 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 financings are typically senior secured loans primarily in the form of first lien loans (including ”unitranche” loans, which are loans that combine both senior and subordinated debt, generally in a first lien position) and second lien loans. In connection with our senior secured loans, we generally receive a security interest in certain of the assets of the borrower and consequently such assets serve as collateral in support of the repayment of such senior secured loans.

Growth capital investments are typically unsecured obligations of the borrower, and might be structured as unsecured indebtedness, convertible bonds, convertible equity, preferred equity, and common equity. We seek to limit the downside potential of our investments by negotiating covenants in connection with our investments consistent with preservation of our capital. Such restrictions may include affirmative covenants (including reporting requirements), negative covenants (including financial covenants), lien protection, change of control provisions and board rights, including either observation rights or rights to a seat on the board under

some circumstances. Except for our specialty financing portfolio investments, our equity investments are typically not control-oriented investments and we may structure such equity investments to include provisions protecting our rights as a minority-interest holder.

We target portfolio companies where we can structure larger transactions. As of March 31, 2024, our average investment size in each of our portfolio companies was approximately $40.7 million based on fair value. As of March 31, 2024, investments we classify as traditional financing, excluding certain investments that fall outside our typical borrower profile, represented 86.1% of our total portfolio based on fair value and these portfolio companies had weighted average annual revenue of $939 million, weighted average annual EBITDA of $225 million and a weighted average enterprise value of $5.0 billion. As of March 31, 2024, investments we classify as growth capital represented 12.4% of our total portfolio based on fair value and these portfolio companies had a weighted average enterprise value of $13.7 billion.

The companies in which we invest use our capital primarily to support their growth, acquisitions, market or product expansion, refinancings and/or recapitalizations. The debt in which invest in typically is not be 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 originating and making debt and equity investments in technology-related companies based primarily 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.

Our investment portfolio consists primarily of floating rate loans. Macro trends in base interest rates like SOFR, and any other alternative reference rates may affect our net investment income over the long term. However, because we generally intend to originate loans to a small number of portfolio companies each quarter, and those investments may vary in size, our results in any given period, including the interest rate on investments that may be sold or repaid in a period compared to the interest rate of new investments made during that period, may be idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macro trends. Generally, because our portfolio consists primarily of floating rate loans, we expect our earnings to benefit from a prolonged higher rate environment.

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, offering

and organization 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 us or our affiliates in connection with the offering of securities by us. We will bear our allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of our officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to us (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to us. We shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs and in acting on our behalf). We also will bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including Management Fees and Incentive Fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) our allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Investment Advisory Agreement and (iii) all other costs and expenses of our operations and transactions including, without limitation, those relating to:

•the cost of our organization and any offerings;

•the cost of calculating our net asset value, including the cost of any third-party valuation services;

•the cost of effecting any sales and repurchases of the common stock and other securities;

•fees and expenses payable under any dealer manager agreements, if any;

•debt service and other costs of borrowings or other financing arrangements;

•costs of hedging;

•expenses, including travel expense, incurred by the Adviser, or members of the investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights;

•escrow agent, transfer agent and custodial fees and expenses;

•fees and expenses associated with marketing efforts;

•federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;

•federal, state and local taxes;

•independent directors’ fees and expenses, including certain travel expenses;

•costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing;

•the costs of any reports, proxy statements or other notices to our shareholders (including printing and mailing costs);

•the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters;

•commissions and other compensation payable to brokers or dealers;

•research and market data;

•fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums;

•direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;

•fees and expenses associated with independent audits, outside legal and consulting costs;

•costs of winding up;

•costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;

•extraordinary expenses (such as litigation or indemnification); and

•costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws.

We expect, but cannot ensure, that our general and administrative expenses will increase in dollar terms during periods of asset growth, but will decline as a percentage of total assets during such periods.

Leverage

The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions. On November 2, 2021, we received shareholder approval that allowed us to reduce our asset coverage ratio from 200% to 150%, effective as of November 3, 2021. As a result, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to the common stock if our asset coverage, as defined in the 1940 Act, would at least be equal to 150% immediately after each such issuance. This reduced asset coverage ratio permits us to double the amount of leverage we can incur. For example, under a 150% asset coverage ratio we may borrow $2 for investment purposes of every $1 of investor equity whereas under a 200% asset coverage ratio we may only borrow $1 for investment purposes for every $1 of investor equity. Our current target leverage ratio is 0.90x-1.25x.

In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase our leverage over time subject to the limits of the 1940 Act. In addition, we may dedicate assets to financing facilities.

Market Trends

We believe the technology investment lending environment provides opportunities for us to meet our goal of making investments that generate an attractive total return based on a combination of the following factors.

Limited Availability of Capital for Technology Companies. We believe that technology companies have limited access to capital, driven by a lack of dedicated pools of capital focused on technology companies and a reduction in activity from commercial and investment banks as a result of regulatory and structural factors, industry consolidation and general risk aversion. 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. Access to underwritten bond and syndicated loan markets is challenging for many technology companies due to loan size and liquidity. For example, high yield bonds are generally purchased by institutional investors such as mutual funds and exchange traded funds (“ETFs”) who, among other things, are highly focused on the liquidity characteristics of the bond being issued 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. Syndicated 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. In addition, our Adviser has teams focused on both liquid credit and private credit and these teams are able to collaborate with respect to syndicated loans.

Secular Trends Supporting Growth for Private Credit. According to Gartner, a research and advisory company, global technology spend was $4.7 trillion in 2023 and is expected to grow to more than $5.1 trillion in 2024. We believe global demand for technology products and services will continue to grow rapidly, and that growth will stimulate demand for capital from technology companies which will continue to require access to capital to refinance existing debt, support growth and finance acquisitions. We believe that periods of market volatility, such as the current period of market volatility caused, in part, by elevated inflation and interest rates, and current geopolitical conditions, have accentuated the advantages of private credit. The availability of capital in the liquid credit market is highly sensitive to market conditions whereas we believe private lending has proven to be a stable and reliable source of capital through periods of volatility. We believe the opportunity set for private credit will continue to expand even after the

public markets reopen to normal levels. Financial sponsors and companies today are familiar with direct lending and have seen firsthand the strong value proposition that a private solution can offer. Scale, certainty of execution and flexibility all provide borrowers with a compelling alternative to the syndicated and high yield markets. Based on our experience, there is an emerging trend where higher quality credits that have traditionally been issuers in the syndicated and high yield markets are increasingly seeking private solutions independent of credit market conditions. In our view, this is supported by financial sponsors wanting to work with collaborative financing partners that have scale and breadth of capabilities. 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 $2.7 trillion as of December 31, 2023, 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.

Attractive Investment Dynamics. An imbalance between the supply of, and demand for, capital creates attractive pricing dynamics. With respect to the debt investments in technology companies, we believe the directly negotiated nature of such financings generally provides more favorable terms to the lender, including stronger covenant and reporting packages, better call protection, and lender protective change of control provisions. Further, we believe that historical default rates for technology and software companies have been lower, and recovery rates have been higher, as compared to the broader leveraged finance market, leading to lower cumulative losses. With respect to equity and equity-linked investments, we will seek to structure these investments with meaningful shareholder protections, including, but not limited to, anti-dilution, anti-layering, and liquidation preferences, which we believe will create the potential for meaningful risk-adjusted long-term capital gains in connection with the future liquidity events of these technology companies. Lastly, we believe that in the current environment, lenders with available capital may be able to take advantage of attractive investment opportunities 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. We believe that debt issued 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. 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.

Portfolio and Investment Activity

As of March 31, 2024, based on fair value, our portfolio consisted of 81.2% first lien senior secured debt investments (of which 35% we consider to be unitranche debt investments (including “last out” portions of such loans)), 4.7% second lien senior secured debt investments, 1.3% unsecured debt investments, 9.5% preferred equity investments, and 3.3% common equity investments.

As of March 31, 2024, our weighted average total yield of the portfolio at fair value and amortized cost was 11.8% and 12.0%, respectively, and our weighted average yield of debt and income producing securities at fair value and amortized cost was 12.2% and 12.4%, respectively.

As of March 31, 2024, we had investments in 98 portfolio companies with an aggregate fair value of $4.0 billion. As of March 31, 2024, we had net leverage of 0.89x debt-to-equity.

The current lending environment has seen an increase in public market activity and merger and acquisition activity is currently limited. We expect origination activity to increase in the future because of the amount of undeployed capital private equity firms have available and as there is further clarity on the interest rate environment. Should we see an increase in repayments, we intend to

balance the pace of our originations with the aim of achieving leverage within our target range. We have seen more new deal opportunities from refinancings, add-on acquisitions and buyout activity over the quarter.

The credit quality of our portfolio has been consistent. We continue to focus on investing in industries we view as recession resistant and that we are familiar with, including service-oriented sectors such as software and healthcare, all of which serve diversified and durable end markets, and on additional financings to our existing borrowers. Blue Owl serves as the administrative agent on many of our investments and the majority of our investments are supported by sophisticated financial sponsors who provide operational and financial resources. Our borrowers that we classify as traditional financing, which exclude certain investments that fall outside of our typical borrower profile, have a weighted average EBITDA of $225 million and we believe this scale contributes to the durability of our borrowers and their ability to adapt to different economic environments. In addition, Blue Owl continues to invest in transactions in excess of $1 billion in size, which gives us the ability to structure the terms and spreads of such deals to include wider spreads, lower loan to values, extended call protection, attractive leverage profiles and credit protection. We are continuing to monitor the effect that a continued elevated interest rate environment may have on our portfolio companies and our investment activities.

Many of the companies in which we invest are continuing to see modest growth in both revenues and EBITDA. However, in the event of further geopolitical, economic and financial market instability, in the U.S. and elsewhere, or in the event of continued high interest rates, it is possible that the results of some of the middle market companies similar to those in which we invest could be challenged. While we are not seeing signs of an overall, broad deterioration in our results or those of our portfolio companies at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.

We have also continued to invest in specialty financing portfolio companies, including Fifth Season Investments LLC (“Fifth Season”), LSI Financing 1 DAC (“LSI Financing”), and AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”) and in the future may invest through additional specialty finance portfolio companies, joint ventures, partnerships or other special purpose vehicles. See “Specialty Financing Portfolio Companies.” These companies may use our capital to support acquisitions which could lead to increased dividend income across well-diversified underlying portfolios.

Our investment activity for the following periods is presented below (information presented herein is at par value unless otherwise indicated).


	For the Three Months Ended March 31,
($ in thousands)		2024			2023
New investment commitments
Gross originations		$	428,065		$	321,604
Less: Sell downs		(15,000)			—
Total new investment commitments		$	413,065		$	321,604
Principal amount of investments funded:
First-lien senior secured debt investments		$	284,585		$	274,623
Second-lien senior secured debt investments		—			—
Unsecured debt investments		—			—
Preferred equity investments		—			15,040
Common equity investments		19,332			1,486
Total principal amount of investments funded		$	303,917		$	291,149
Principal amount of investments sold or repaid:
First-lien senior secured debt investments		$	(136,156)		$	(9,242)
Second-lien senior secured debt investments		—			—
Unsecured debt investments		(25,000)			—
Preferred equity investments		(373)			—
Common equity investments		—			—
Total principal amount of investments sold or repaid		$	(161,529)		$	(9,242)
Number of new investment commitments in new portfolio companies(1)		11			4
Average new investment commitment amount		$	31,417		$	76,270
Weighted average term for new debt investment commitments (in years)		5.9			6.3
Percentage of new debt investment commitments at floating rates		100.0		%	100.0		%
Percentage of new debt investment commitments at fixed rates		—		%	—		%
Weighted average interest rate of new debt investment commitments(2)		11.0		%	12.4		%
Weighted average spread over applicable base rate of new debt investment commitments at floating rates		5.6		%	7.5		%

(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 SOFR, which was 5.30% and 4.91% as of March 31, 2024 and 2023, respectively.

The table below presents our investments as of the following periods:


	March 31, 2024				December 31, 2023
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments(1)(2)	$	3,205,935	$	3,237,258	$	3,047,941	$	3,068,392
Second-lien senior secured debt investments	187,186		186,467		187,024		186,796
Unsecured debt investments	54,408		53,614		72,097		73,823
Preferred equity investments(3)	382,001		376,728		374,363		370,458
Common equity investments(4)	123,996		130,977		104,372		108,170
Total Investments	$	3,953,526	$	3,985,044	$	3,785,797	$	3,807,639

(1)35% and 41% of which we consider unitranche loans as of March 31, 2024 and December 31, 2023, respectively.

(2)Includes investment in Amergin AssetCo.

(3)Includes equity investments in LSI Financing.

(4)Includes equity investments in Amergin AssetCo and Fifth Season.

We use GICS for classifying the industry groupings of our portfolio companies. The table below presents the industry composition of investments based on fair value as of the following periods:


	March 31, 2024		December 31, 2023
Aerospace & Defense	1.8	%	1.9	%
Application Software	15.4		15.8
Banks	2.1		2.2
Beverages	0.2		0.3
Building Products	0.2		0.3
Capital Markets	0.3		0.3
Commercial Services & Supplies	0.5		0.5
Construction & Engineering	0.2		0.2
Consumer Finance	—		0.5
Diversified Consumer Services	0.7		0.3
Diversified Financial Services(1)	11.8		9.5
Diversified Support Services	0.6		0.7
Electrical Equipment	—		3.3
Food & Staples Retailing	3.8		3.8
Health Care Equipment & Supplies	1.1		1.2
Health Care Technology	8.6		8.9
Health Care Providers & Services	5.2		5.4


Industrial Conglomerates	0.1		—
Insurance(2)	4.9		4.6

IT Services	3.9		3.9
Life Sciences Tools & Services	1.7		1.8
Media	1.7		—
Multiline Retail	0.3		—
Pharmaceuticals(3)	2.2		1.5
Professional Services	4.2		3.9
Real Estate Management & Development	1.1		1.2


Systems Software	27.4		28.0


Total	100.0	%	100.0	%

(1)Includes investments in Amergin AssetCo.

(2)Includes equity investments in Fifth Season.

(3)Includes equity investment in LSI Financing.

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 the following periods:


	March 31, 2024		December 31, 2023
United States:
Midwest	11.0	%	11.4	%
Northeast	19.3		20.0
South	25.4		25.8
West	33.4		31.4

Australia	0.2		0.3

Canada	4.3		4.4
Cayman Islands	0.4		0.4
Germany	0.2		0.2
Guernsey	1.3		1.4
Ireland	0.2		0.2
Israel	0.8		0.8
Switzerland	0.3		0.3
United Kingdom	3.2		3.4
Total	100.0	%	100.0	%

The table below presents the weighted average yields and interest rates of our investments at fair value as of the following periods:


	March 31, 2024		December 31, 2023
Weighted average total yield of portfolio	11.8	%	12.0	%
Weighted average total yield of debt and income producing securities	12.2	%	12.4	%
Weighted average interest rate of debt securities	11.8	%	11.9	%
Weighted average spread over base rate of all floating rate investments	6.7	%	6.7	%

The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount and loan origination fees, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.

Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

•assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;

•periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;

•comparisons to other companies in the portfolio company’s industry; and

•review of monthly or quarterly financial statements and financial projections for portfolio companies.

As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors.

The rating system is as follows:


Investment Rating						Description
1						Investments with a rating of 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable;
2						Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rate of 2;
3						Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition;
4						Investments rated 4 involve a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and
5						Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair value of the loan to the amount we anticipate will be recovered.

Our Adviser rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3, 4 or 5, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company.

The Adviser has built out its portfolio management team to include workout experts who closely monitor our portfolio companies and who, on at least a quarterly basis, assess each portfolio company’s operational and liquidity exposure and outlook to understand and mitigate risks; and, on at least a monthly basis, evaluates existing and newly identified situations where operating results are deviating from expectations. As part of its monitoring process, the Adviser focuses on projected liquidity needs and where warranted, re-underwriting credits and evaluating downside and liquidation scenarios. The Adviser focuses on downside protection by leveraging existing rights available under our credit documents; however, for investments that are significantly underperforming or which may need to be restructured, the Adviser’s workout team partners with the investment team and all material amendments, waivers and restructurings require the approval of a majority of the Technology Lending Investment Committee.

The table below presents the composition of our portfolio on the 1 to 5 rating scale as of the following periods:


	March 31, 2024				December 31, 2023
Investment Rating	Investments at Fair Value		Percentage of Total Portfolio		Investments at Fair Value		Percentage of Total Portfolio
($ in thousands)
1	$	163,868	4.1	%	$	34,670	0.9	%
2	3,751,746		94.2		3,738,449		98.2
3	54,237		1.3		18,316		0.5
4	15,193		0.4		16,204		0.4
5	—		—		—		—
Total	$	3,985,044	100.0	%	$	3,807,639	100.0	%

The table below presents the amortized cost of our performing and non-accrual debt investments as of the following periods:


	March 31, 2024				December 31, 2023
($ in thousands)	Amortized Cost		Percentage		Amortized Cost		Percentage
Performing	$	3,447,529	100.0	%	$	3,307,062	100.0	%
Non-accrual	—		—		—		—
Total	$	3,447,529	100.0	%	$	3,307,062	100.0	%

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.

Specialty Financing Portfolio Companies

Amergin

Amergin was created to invest in a leasing platform focused on railcar, aviation and other long-lived transportation assets. Amergin acquires existing on-lease portfolios of new and end-of-life railcars and related equipment and selectively purchases off-lease assets and is building a commercial aircraft portfolio through aircraft financing and engine acquisition on a sale and lease back basis. Amergin consists of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. We made an initial equity commitment to Amergin AssetCo on July 1, 2022. As of March 31, 2024, our commitment to Amergin AssetCo is $33.1 million, of which $13.9 million is equity and $19.2 million is debt. is debt. Our investment in Amergin is a co-investment made with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our equity interest in Amergin AssetCo.

Fifth Season Investments LLC

Fifth Season is a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques. On July 18, 2022, we made an initial equity investment in Fifth Season. As of March 31, 2024, our investment in Fifth Season was $65.3 million based on fair value. Our investment in Fifth Season is a co-investment with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our interest in Fifth Season.

LSI Financing 1 DAC (“LSI Financing”)

LSI Financing is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, we made an initial investment in LSI Financing. As of March 31, 2024, our investment in LSI Financing was $19.8 million based on fair value. During the three months ended March 31, 2024, we increased our commitment by $25.2 million. Our investment in LSI Financing is a co-investment with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our equity interest in LSI Financing.

Results of Operations

The table below represents the operating results for the following periods:


	For the Three Months Ended March 31,
($ in thousands)		2024		2023
Total Investment Income		$	123,788	$	77,481
Less: Expenses		67,557		42,892
Net Investment Income (Loss) Before Taxes		$	56,231	$	34,589
Less: Income taxes, including excise taxes		368		154
Net Investment Income (Loss) After Taxes		$	55,863	$	34,435
Net change in unrealized gain (loss)		12,918		13,304
Net realized gain (loss)		1,097		1,251
Net Increase (Decrease) in Net Assets Resulting from Operations		$	69,878	$	48,990

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. For the three months ended March 31, 2024, our net asset value per share increased, primarily driven by market spreads tightening and an increase in accumulated undistributed earnings from net investment income.

Investment Income

The table below presents the investment income for the following periods:


	For the Three Months Ended March 31,
($ in thousands)		2024		2023
Interest income		$	101,924	$	61,049
Payment-in-kind interest income		7,038		2,768
Dividend income		4,966		—
Payment-in-kind dividend income		6,701		13,035
Other income		3,159		629
Total investment income		$	123,788	$	77,481

For the Three Months Ended March 31, 2024 and 2023

Investment income increased by $46.3 million for the three months ended March 31, 2024 primarily due to an increase in interest income as a result of an increase in our debt portfolio, which at par increased from $2.4 billion to $3.5 billion. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns which are non-recurring in nature. Included in investment income is dividend income which includes income earned from our non-controlled, affiliated equity investments. For the three months ended March 31, 2024 and 2023, payment-in-kind interest income represented 5.7% and 3.6% of investment income, respectively. For the three months ended March 31, 2024 and 2023, payment-in-kind dividend income represented 5.4% and 16.8% of investment income, respectively. The decrease in the percentage of investment income attributed to PIK dividend income was primarily driven by a non-recurring PIK fee received in the prior period. Other income increased period-over-period due to a increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and normally 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.

Expenses

The table below presents expenses for the following periods:


	For the Three Months Ended March 31,
($ in thousands)		2024		2023
Interest expense		$	43,554	$	25,951
Management fees		13,644		11,106
Incentive fees		7,767		3,837
Offering expenses		20		50
Professional fees		1,369		849
Directors' fees		226		196

Other general and administrative		977		903
Total expenses		$	67,557	$	42,892

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 March 31, 2024 and 2023

Total expenses increased to $67.6 million for the three months ended March 31, 2024 from $42.9 million for the same period in the prior year primarily due to an increase in interest expense, management and incentive fees driven by an increase in the size of our portfolio. The increase in interest expense was driven by an increase in average daily borrowings to $2.1 billion from $1.4 billion, coupled with an increase in the average interest rate to 7.9% from 7.0%, period over period. As a percentage of total assets offering expenses, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent.

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. In addition, a RIC may, in certain cases, satisfy this distribution requirement by

distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of

Subchapter M. 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 U.S. federal income taxes at corporate tax rates.

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 March 31, 2024 and 2023, the Company recorded U.S. federal excise tax expense of $367 thousand and $154 thousand, respectively.

Taxable Subsidiaries

We recorded a net deferred tax asset of $7 thousand as of March 31, 2024, for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries’ investment in certain partnership interests. We recorded a net deferred tax asset of $4 thousand for taxable subsidiaries as of December 31, 2023.

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 following periods, net unrealized gains (losses) were:


	For the Three Months Ended March 31,
($ in thousands)		2024		2023
Net change in unrealized gain (loss) on investments		$	15,021	$	13,945
Net change in unrealized gain (loss) on translation of assets and liabilities in foreign currencies		(2,107)		(639)
Income tax (provision) benefit		4		(2)
Net change in unrealized gain (loss)		$	12,918	$	13,304

For the Three Months Ended March 31, 2024 and 2023

For the three months ended March 31, 2024, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments, partially offset by a decrease in the fair value of certain of our equity investments. The primary driver of our portfolio’s unrealized gains were due to current market conditions and were offset by reversals of prior period unrealized gains that were realized in the quarter in connection with the sale of certain debt investments. As of March 31, 2024, the fair value of our debt investments as a percentage of principal was 99.2%, as compared to 98.7% as of December 31, 2023.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended March 31, 2024 consisted of the following:


Portfolio Company	Net Change in Unrealized Gain (Loss)
($ in millions)
Fifth Season Investments LLC	$	2,071
Blackhawk Network Holdings, Inc.	2,060
Aurelia Netherlands Midco 2 B.V.	2,013
Securiti, Inc.	1,404
Coupa Holdings, LLC	1,139
Zendesk, Inc.	873
Grayshift, LLC	822
Minerva Holdco, Inc.	(868)
Coherent Group Inc.	(1,069)
Affirm, Inc.	(1,275)
Remaining portfolio companies	7,851
Total	$	15,021

For the three months ended March 31, 2023, the net unrealized gain was primarily driven by an increase in the fair value of our investments as compared to the initial purchase. As of March 31, 2023, the fair value of our debt investments as a percentage of principal was 99.2%, as compared to 98.7% as of December 31, 2023.


Portfolio Company	Net Change in Unrealized Gain (Loss)
($ in millions)
Affirm, Inc.	$	1,920
Kaseya Inc.	1,154
SailPoint Technologies Holdings, Inc.	1,038
Zendesk, Inc.	937
Computer Services, Inc. (dba CSI)	879
Avalara, Inc.	807
Minerva Holdco, Inc.	655
Circana Group, L.P. (fka The NPD Group, L.P.)	648
ManTech International Corporation	644
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)	(992)
Remaining portfolio companies	6,255
Total	$	13,945

Net Realized Gains (Losses)

The realized gains and losses on fully exited portfolio companies, partially exited portfolio companies and foreign currency transactions during the following period were:


	For the Three Months Ended March 31,
($ in thousands)		2024		2023
Net realized gain (loss) on investments		$	1,084	$	(2)
Net realized gain (loss) on foreign currency transactions		13		1,253
Net realized gain (loss)		$	1,097	$	1,251

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 credit facilities, increase the size of our existing credit facilities, enter into additional debt securitization transactions or issue additional debt securities. 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 March 31, 2024 and December 31, 2023, the Company’s asset coverage was 207% and 188%, 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. Our current target ratio is 0.90x-1.25x. For the three months ended March 31, 2024, our weighted average cost of debt was 8.2%.

Cash as of March 31, 2024, is expected to be sufficient for our investing activities and to conduct our operations in the near term. Our long-term cash needs will include principal payments on outstanding indebtedness and funding of additional portfolio investments. Funds for long-term cash needs will come from unused net proceeds from financing activities and our capital commitments. We believe that our liquidity and sources of capital are adequate to satisfy our short and long-term cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.

As of March 31, 2024, we had $67.1 million in cash. During the three months ended March 31, 2024, we used $0.11 billion in cash for operating activities, primarily as a result of funding portfolio investments of $0.33 billion offset by net proceeds from investments and investment repayments of $0.18 billion. Cash provided by financing activities was $0.11 billion during the period, primarily from net borrowings on debt and proceeds from the issuance of common shares.

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.

On November 30, 2021, we issued 100 common shares for $1,500 to our Adviser. 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.

The Company delivered the capital call notices to investors during the following periods:

For the Three Months Ended March 31, 2024

Capital Drawdown Notice Date

Common Share Issuance Date

Number of Common
Shares Issued

Aggregate Offering Price
($ in thousands)

February 29, 2024

March 13, 2024

16,123,863

249,991

The Company did not deliver capital call notices to investors for the three months ended March 31, 2023.

Distributions

The table below reflects the distributions declared on shares of our common stock during the following periods:

For the Three Months Ended March 31, 2024

Date Declared

Record Date

Payment Date

Distribution per Share

February 21, 2024

March 31, 2024

May 15, 2024

0.33

For the Three Months Ended March 31, 2023

Date Declared

Record Date

Payment Date

Distribution per Share

February 21, 2023

March 31, 2023

May 15, 2023

0.27

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 table below reflects the common stock issued pursuant to the dividend reinvestment plan during the following period:

For the Three Months Ended March 31, 2024

Date Declared

Record Date

Payment Date

November 7, 2023

December 29, 2023

January 31, 2024

282,231

For the Three Months Ended March 31, 2023

Date Declared

Record Date

Payment Date

November 1, 2022

December 30, 2022

January 31, 2023

121,031

Debt

Aggregate Borrowings

The tables below present debt obligations as of the following periods:


	March 31, 2024
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Subscription Credit Facility	$	800,000	$	560,000	$	240,000	$	558,017
Revolving Credit Facility	925,000		225,079		699,921		215,804
SPV Asset Facility I	625,000		520,000		20,719		511,418
SPV Asset Facility II	300,000		270,000		30,000		267,782
Athena CLO II	288,000		288,000		—		285,645
2023A Notes	75,000		75,000		—		74,189
April 2029 Notes	700,000		—		700,000		—
Total Debt	$	3,713,000	$	1,938,079	$	1,690,640	$	1,912,855

(1)The amount available reflects any limitations related to each credit facility’s borrowing base.


	December 31, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Subscription Credit Facility	$	800,000	$	800,000	$	—	$	797,454
Revolving Credit Facility	825,000		288,355		536,645		279,080
SPV Asset Facility I	625,000		330,000		84,826		321,387
SPV Asset Facility II	300,000		270,000		11,505		267,647
2023A Notes	75,000		75,000		—		74,144
Athena CLO II	288,000		288,000		—		285,596
Total Debt	$	2,913,000	$	2,051,355	$	632,976	$	2,025,308

(1)The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, 2023A Notes, and Athena CLO II are presented net of unamortized debt issuance costs of $2.5 million, $9.3 million, $8.6 million, $2.4 million, $0.9 million, and $2.4 million respectively.

The table below presents the components of interest expense for the following periods:


	For the Three Months Ended March 31,
($ in thousands)		2024			2023
Interest expense		$	41,997		$	24,629
Amortization of debt issuance costs		1,557			1,322
Total Interest Expense		$	43,554		$	25,951
Average interest rate		7.9		%	7.0		%
Average daily borrowings		$	2,111,949		$	1,417,369

Senior Securities

The table below presents information about our senior securities as of the following periods:


Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
Subscription Credit Facility
March 31, 2024 (Unaudited)	$	560.0	$	2,072.7	—	N/A
December 31, 2023	$	800.0	$	1,881.3	—	N/A


Revolving Credit Facility
March 31, 2024 (Unaudited)	$	225.1	$	2,072.7	—	N/A
December 31, 2023	$	288.4	$	1,881.3	—	N/A


SPV Asset Facility I
March 31, 2024 (Unaudited)	$	520.0	$	2,072.7	—	N/A
December 31, 2023	$	330.0	$	1,881.3	—	N/A


SPV Asset Facility II
March 31, 2024 (Unaudited)	$	270.0	$	2,072.7	—	N/A
December 31, 2023	$	270.0	$	1,881.3	—	N/A


2023A Notes
March 31, 2024 (Unaudited)	$	75.0	$	2,072.7	—	N/A
December 31, 2023	$	75.0	$	1,881.3	—	N/A


Athena CLO II
March 31, 2024 (Unaudited)	$	288.0	$	2,072.7	—	N/A
December 31, 2023	$	288.0	$	1,881.3	—	N/A


Promissory Note(5)

December 31, 2023	$	—	$	1,881.3	—	N/A

(1)Total amount of each class of senior securities outstanding at the end of the period presented.

(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The ”—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

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

(5)Facility was terminated in 2022.

Subscription Credit Facility

On February 18, 2022 we entered into a revolving credit facility (the “Subscription Credit Facility”) with Wells Fargo Bank, National Association as administrative agent and as the lender.

The maximum principal amount of the Subscription Credit Facility is $800.0 million (increased from $700.0 million to $800.0 million on December 16, 2022), subject to availability under the borrowing base, which is based on unused capital commitments. The Subscription Credit Facility includes a provision permitting us to increase the size of the Subscription Credit Facility under certain circumstances up to a maximum principal amount not to exceed $1.50 billion, if the existing or new lenders agree to commit to such increase. On January 4, 2023, we entered into an amendment to the Subscription Credit Facility, which (i) decreased the aggregate principal amount of outstanding swingline loans under the Subscription Credit Facility from $100.0 million to $50.0 million and (ii) decreased the letter of credit sublimit under the Subscription Credit Facility from 20% to 0% of the maximum commitment.

The Subscription Credit Facility will mature upon the earliest of: (i) the date two (2) years from the Closing Date (the “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 Stated Maturity Date may be extended by up to 364 days, subject to satisfaction of customary conditions. On November 3, 2023, we exercised this option and extended the Stated Maturity Date to February 14, 2025.

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 loans denominated in dollars, at our option (a) an adjusted Daily Simple SOFR rate plus 1.75%, (b) an adjusted Term SOFR rate for the applicable interest period plus 1.75% and (c) in the case of reference rate loans, 0.75% plus the greatest of (1) a prime rate, (2) the federal funds rate plus 0.50% and (3) the adjusted Daily Simple SOFR rate plus 1.00%, (ii) in the case of loans denominated in euros or other alternative currencies (other than sterling), the adjusted Eurocurrency Rate for the applicable interest period plus 1.75% or (iii) in the case of loans denominated in sterling, the adjusted SONIA Rate for the applicable interest period plus 1.75%. SOFR Rate loans are subject to a credit spread adjustment ranging from 0.10% to 0.25% and SONIA rate loans are subject to a credit spread adjustment of 0.0326%. Loans denominated in dollars may be converted from one rate applicable to dollar denominated loans 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.

Revolving Credit Facility

On June 9, 2022, we entered into a Senior Secured Credit Agreement (the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include us, as Borrower, the lenders from time to time parties thereto and Truist Bank, as Administrative Agent. On October 13, 2023 (the “Revolving Credit Facility First Amendment Date”), the parties to the Revolving Credit Facility entered into an amendment to, among other things, extend the availability period and maturity date, convert a portion of the then-existing revolver availability into term loan availability and reduce the credit adjustment spread to 0.10% for all U.S. dollar-denominated Loan tenors. The following describes the terms of the Revolving Credit Facility amended through February 29, 2024.

The Revolving Credit Facility is guaranteed by certain domestic subsidiaries of ours in existence as of the Revolving Credit Facility First Amendment Date, and will be guaranteed by certain domestic subsidiaries of ours that are formed or acquired by us thereafter (each a “Guarantor” and collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.

As of February 29, 2024, the Revolving Credit Facility provides for (a) a term loan in a principal amount of $75.0 million (which term loan amount was increased from $50.0 million to $75.0 million on February 29, 2024) and (b) subject to availability under the borrowing base, which is based on the our portfolio investments and other outstanding indebtedness, a revolving credit facility in a principal amount of up to $850.0 million (which revolving credit facility amount was increased from $775.0 million to $850.0 million on February 29, 2024; on an aggregated basis, the aggregate outstanding term loans and revolving credit facility commitments under the Revolving Credit Facility increased from $825.0 million to $925.0 million on February 29, 2024). The amount available for borrowing under the Revolving Credit Facility is reduced by any outstanding letters of credit issued through the Revolving Credit Facility. 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. The Revolving Credit Facility includes a $200.0 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.

As of the Revolving Credit Facility First Amendment Date, the availability period with respect to the revolving credit facility under the Revolving Credit Facility will terminate on October 13, 2027 (the “Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on October 13, 2028 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility 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.

We may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility in U.S. dollars will bear interest at either (i) term SOFR plus any applicable credit adjustment spread plus margin of 2.00% per annum or (ii) the alternative base rate plus margin of 1.00% per annum. With respect to loans denominated in U.S. dollars, we may elect either term SOFR or the alternative base rate at the time of drawdown, and such loans may be converted from one rate to another at any time at our option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of 2.00% per annum. We will also pay a fee of 0.375% on daily undrawn amounts under the Revolving Credit Facility.

The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of us and our subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.

Promissory Note

On January 25, 2022, we as borrower, entered into a Loan Agreement (the “FIC Agreement”) with Owl Rock Feeder FIC LLC (“Feeder FIC”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up

to an aggregate of $250.0 million from Feeder FIC. Under the FIC Agreement we could re-borrow any amount repaid; however, there was no funding commitment between Feeder FIC and us.

On March 14, 2022, we entered into an amendment to the FIC Agreement to change the manner in which interest is calculated.

The interest rate on amounts borrowed pursuant to the Promissory Notes after March 14, 2022 is based on the lesser of the rate of interest for a SOFR Loan or an ABR Loan under the Credit Agreement dated as of December 7, 2021, as amended or supplemented from time to time, by and among Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.

The unpaid principal balance of any Promissory Note and accrued interest thereon was payable by us from time to time at our discretion but immediately due and payable upon 120 days written notice by Feeder FIC, and in any event due and payable in full no later than February 28, 2023. We intend to use the borrowed funds to make investments in portfolio companies consistent with its investment strategies.

On June 22, 2022, we and Feeder FIC, entered into a termination agreement (the “Termination Agreement”) pursuant to which the FIC Agreement was terminated. Upon execution of the Termination Agreement there were no amounts outstanding pursuant to the FIC Agreement or the Promissory Notes.

SPV Asset Facilities

SPV Asset Facility I

On July 15, 2022 (the “SPV Asset Facility I Closing Date”), Athena Funding I LLC (“Athena Funding I”), a Delaware limited liability company and our newly formed subsidiary entered into a Credit Agreement (the “SPV Asset Facility I”), with Athena Funding I, as borrower, Société Générale, as administrative agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, Alter Domus (US) LLC, as document custodian, and the lenders party thereto (the “SPV Asset Facility I Lenders”). The parties to the SPV Asset Facility I entered into various amendments, including those relating to the calculation of principal collateralization amounts. The following describes the terms of SPV Asset Facility I as amended through September 26, 2023.

From time to time, we expect to sell and contribute certain investments to Athena Funding I pursuant to a Sale and Contribution Agreement by and between us and Athena Funding 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 Athena Funding I, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Athena Funding I through our ownership of Athena Funding I. The initial maximum principal amount which may be borrowed under the Credit Facility is $625.0 million (increased from $600.0 million to $700.0 million on February 22, 2023, increased from $700.0 million to $800.0 million on August 15, 2023, increased from $800.0 million to $825.0 million on September 23, 2023 and decreased from $825.0 million to $625.0 million on December 13, 2023) which, subject to the satisfaction of certain conditions, may be increased to up to $1.00 billion. The availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding I’s assets from time to time, and satisfaction of certain conditions, including coverage tests, collateral quality tests, a lender advance rate test and certain concentration limits.

The SPV Asset Facility I provides for the ability to draw term loans and to draw and redraw revolving loans under the SPV Asset Facility I for a period of up to two years after the SPV Asset Facility I Closing Date. Unless otherwise terminated, the SPV Asset Facility I will mature on July 15, 2032 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by Athena Funding I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, Athena Funding I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us. The credit facility may be permanently reduced, in whole or in part, at the option of Athena Funding I subject to payment of a premium for a period of time.

greater than or equal to 75% of the revolving commitment, otherwise 0.75%. Certain additional fees are payable to Société Générale as administrative agent.

Borrowings of Athena Funding I are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

SPV Asset Facility II

On November 8, 2022 (the “SPV Asset Facility II Closing Date”), Athena Funding II LLC (“Athena Funding II”), a Delaware limited liability company and our newly formed subsidiary entered into a Loan and Management Agreement (the “SPV Asset Facility II”), with Athena Funding II LLC, as borrower, us, as collateral manager and transferor, MUFG Bank, Ltd. (“MUFG”), as administrative agent, State Street Bank and Trust Company, as collateral agent and collateral administrator, Alter Domus (US) LLC as custodian, the lenders from time to time parties thereto (the “SPV Asset Facility II Lender”) and the group agents from time to time parties thereto.

From time to time, we expect to sell and contribute certain investments to Athena Funding II pursuant to a Purchase and Sale Agreement by and between us and Athena Funding II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by Athena Funding II, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Athena Funding II through our ownership of Athena Funding II. The maximum principal amount of the SPV Asset Facility II is $300.0 million; the availability of this amount is subject to a borrowing base test, which is based on the value of Athena Funding II’s assets from time to time, an advance rate and concentration limitations, and satisfaction of certain conditions, including collateral quality tests.

The SPV Asset Facility II provides for the ability to draw and redraw revolving loans under the SPV Asset Facility II for a period of up to two years after the SPV Asset Facility II Closing Date (the “SPV Asset Facility II Reinvestment Period”) unless the SPV Asset Facility II Reinvestment Period is terminated sooner as provided in the Secured Credit Facility. Unless otherwise terminated, the SPV Asset Facility II will mature three years after the last day of the SPV Asset Facility II Reinvestment Period (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by Athena Funding II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, Athena Funding II must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us. The credit facility may be permanently reduced, in whole or in part, at the option of Athena Funding II.

Borrowings of Athena Funding II are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

CLO

Athena CLO II

On December 13, 2023 (the “Athena CLO II Closing Date”), we completed a $475.3 million term debt securitization transaction (the “Athena CLO II Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the Athena CLO II Transaction and the secured loan borrowed in the Athena CLO II Transaction were issued and incurred, as applicable, by our consolidated subsidiary Athena CLO II, LLC, a limited liability organized under the laws of the State of Delaware (the “Athena CLO II Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the Athena CLO II Issuer.

SOFR plus 3.95%, (iii) $7.5 million of AA(sf) Class B-2 Notes, which bear interest at 7.25% and (iv) $24.0 million of A(sf) Class C Notes, which bear interest at three-month term SOFR plus 4.95% (together, the “Athena CLO II Secured Notes”) and (B) the borrowing by the Athena CLO II Issuer of $200.0 million under floating rate Class A-L loans (the “Athena CLO II Class A-L Loans” and together with the Athena CLO II Secured Notes, the “Athena CLO II Debt”). The Class A-L Loans bear interest at three-month term SOFR plus 2.85%. The Class A-L Loans were borrowed under a credit agreement (the “Athena CLO II Class A-L Credit Agreement”), dated as of the Athena CLO II Closing Date, by and among the Athena CLO II Issuer, as borrower, a financial institution, as lender, and State Street Bank and Trust Company, as collateral trustee and loan agent. The Athena CLO II Debt is secured by middle-market loans, participation interests in middle-market loans and other assets of the Athena CLO II Issuer. The Athena CLO II Debt is scheduled to mature on the Payment Date (as defined in the Athena CLO II Indenture) in January, 2036. The Athena CLO II Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.

Concurrently with the issuance of the Athena CLO II Secured Notes and the borrowing under the Athena CLO II Class A-L Loans, the Athena CLO II Issuer issued approximately $187.3 million of subordinated securities in the form of 187,300 preferred shares at an issue price of U.S.$1,000 per share (the “Athena CLO II Preferred Shares”). The Athena CLO II Preferred Shares were issued by the Athena CLO II Issuer as part of its issued share capital and are not secured by the collateral securing the Athena CLO II Debt. We purchased all of the Athena CLO II Preferred Shares. We act as retention holder in connection with the Athena CLO II 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 are required to retain a portion of the Athena CLO II Preferred Shares.

As part of the Athena CLO II Transaction, we entered into a loan sale agreement with the Athena CLO II Issuer dated as of the Athena CLO II Closing Date (the “Athena CLO II OTF II Loan Sale Agreement”), which provided for the contribution of approximately $83.9 million funded par amount of middle-market loans from us to the Athena CLO II Issuer on the Athena CLO II Closing Date and for future sales from us to the Athena CLO II Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Athena CLO II Debt. The remainder of the initial portfolio assets securing the Athena CLO II Debt consisted of approximately $380.6 million funded par amount of middle-market loans purchased by the Athena CLO II Issuer from Athena Funding I LLC, a wholly-owned subsidiary of ours, under an additional loan sale agreement executed on the Athena CLO II Closing Date between the Athena CLO II Issuer and Athena Funding I LLC (the “Athena CLO II Athena Funding I Loan Sale Agreement”). No gain or loss was recognized as a result of these sales and contributions. We and Athena Funding I each made customary representations, warranties, and covenants to the Athena CLO II Issuer under the applicable loan sale agreement.

Through January 20, 2028, a portion of the proceeds received by the Athena CLO II Issuer from the loans securing the Athena CLO II Secured Notes may be used by the Athena CLO II Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the Athena CLO II Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans.

The Adviser will serve as collateral manager for the Athena CLO II Issuer under a collateral management agreement dated as of the Athena CLO II 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 Amended and Restated Investment Advisory Agreement, dated November 30, 2021, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the Athena CLO II Issuer’s equity or notes owned by us.

Unsecured Notes

2023A Notes

On September 27, 2023, we entered into a Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $75.0 million in aggregate principal amount of Series 2023A Notes, due September 27, 2028, with a fixed interest rate of 8.50% per year (the “Series 2023A Notes”), to qualified institutional investors in a private placement. The Series 2023A Notes are guaranteed by OR Tech Lending II LLC, ORTF II FSI LLC and ORTF II BC 2 LLC, our subsidiaries.

Interest on the Series 2023A Notes will be due semiannually on March 27 and September 27 each year, beginning on March 27, 2024. The Series 2023A Notes may be redeemed in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, we are obligated to offer to prepay the Series 2023A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Series 2023A Notes are general unsecured obligations of ours that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.

The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, a minimum net worth of $1,012,092,000, and a minimum asset coverage ratio of 1.50 to 1.00.

The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, certain cross-defaults or cross-acceleration under other indebtedness of us, certain judgments and orders and certain events of bankruptcy.

Off-Balance Sheet Arrangements

Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments. The table below presents our outstanding commitments to fund investments in current portfolio companies as of the following periods:


Portfolio Company	Investment	March 31, 2024		December 31, 2023
($ in thousands)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	$	889	$	1,699
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	—		246
Activate Holdings (US) Corp. (dba Absolute Software)	First lien senior secured revolving loan	3,011		2,408
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	—		762
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	3,442		3,820
AmeriLife Holdings LLC	First lien senior secured revolving loan	2,273		2,273
Anaplan, Inc.	First lien senior secured revolving loan	9,421		9,421
Appfire Technologies, LLC	First lien senior secured revolving loan	630		630
Appfire Technologies, LLC	First lien senior secured delayed draw term loan	5,042		5,293
Aptean Acquiror, Inc. (dba Aptean)	First lien senior secured delayed draw term loan	506		—
Aptean Acquiror, Inc. (dba Aptean)	First lien senior secured revolving loan	273		—


Aurelia Netherlands Midco 2 B.V.	First lien senior secured EUR term loan	21,479		21,969
Aurelia Netherlands Midco 2 B.V.	First lien senior secured NOK term loan	21,521		22,990
Aurelia Netherlands Midco 2 B.V.	First lien senior secured EUR revolving loan	2,387		2,441
Avalara, Inc.	First lien senior secured revolving loan	10,455		10,455
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured delayed draw term loan	35,625		—
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured revolving loan	5,700		—
Bamboo US BidCo LLC	First lien senior secured delayed draw term loan	2,749		2,866
Bamboo US BidCo LLC	First lien senior secured revolving loan	4,103		4,103
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured delayed draw term loan	2,052		2,715
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured revolving loan	3,359		5,037
Certinia, Inc.	First lien senior secured revolving loan	5,882		5,882
Circana Group, L.P. (fka The NPD Group, L.P.)	First lien senior secured revolving loan	3,986		7,429

Community Brands ParentCo, LLC	First lien senior secured revolving loan	750		750
Computer Services, Inc. (dba CSI)	First lien senior secured delayed draw term loan	9,196		—
CoreTrust Purchasing Group LLC	First lien senior secured delayed draw term loan	3,789		3,789
CoreTrust Purchasing Group LLC	First lien senior secured revolving loan	3,789		3,789


Coupa Holdings, LLC	First lien senior secured delayed draw term loan	7,572	7,572
Coupa Holdings, LLC	First lien senior secured revolving loan	5,798	5,798
Crewline Buyer, Inc. (dba New Relic)	First lien senior secured revolving loan	11,959	11,959
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)	First lien senior secured revolving loan	3,732	3,732
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	642	642
Entrata, Inc.	First lien senior secured revolving loan	5,128	5,128
Finastra USA, Inc.	First lien senior secured revolving loan	6,962	6,284

Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	1,241	2,324
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	1,074	1,481
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	5,926	—
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	1,481	—
Fullsteam Operations, LLC	First lien senior secured revolving loan	593	593
Galway Borrower LLC	First lien senior secured delayed draw term loan	1,554	—
Galway Borrower LLC	First lien senior secured revolving loan	164	—
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan	956	—
Granicus, Inc.	First lien senior secured delayed draw term loan	289	—
Granicus, Inc.	First lien senior secured revolving loan	274	—
Grayshift, LLC	First lien senior secured revolving loan	5,806	5,806
Hyland Software, Inc.	First lien senior secured revolving loan	3,101	3,101
Icefall Parent, Inc. (dba EngageSmart)	First lien senior secured revolving loan	1,739	—
Iconic IMO Merger Sub, Inc.	First lien senior secured delayed draw term loan	2,894	3,127
Iconic IMO Merger Sub, Inc.	First lien senior secured revolving loan	2,085	2,382
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured delayed draw term loan	9,866	9,866
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured revolving loan	5,637	7,047
Integrated Specialty Coverages, LLC	First lien senior secured delayed draw term loan	1,293	1,293
Integrated Specialty Coverages, LLC	First lien senior secured revolving loan	603	603
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan	10,604	10,604
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan	2,636	2,636
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	1,399	1,309
Juniper Square, Inc.	First lien senior secured revolving loan	2,250	2,250
Kaseya Inc.	First lien senior secured delayed draw term loan	4,437	4,437
Kaseya Inc.	First lien senior secured revolving loan	3,544	3,544
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)	First lien senior secured revolving loan	2,937	2,056
LSI Financing 1 DAC	Preferred Equity	25,197	—
ManTech International Corporation	First lien senior secured delayed draw term loan	10,304	10,304
ManTech International Corporation	First lien senior secured revolving loan	8,600	8,600
Monotype Imaging Holdings Inc.	First lien senior secured delayed draw term loan	5,742	—
Monotype Imaging Holdings Inc.	First lien senior secured revolving loan	8,613	—
Natural Partners, LLC	First lien senior secured revolving loan	681	681
Neptune Holdings, Inc. (dba NexTech)	First lien senior secured revolving loan	882	882
OneOncology LLC	First lien senior secured delayed draw term loan	1,944	2,976
OneOncology LLC	First lien senior secured revolving loan	1,587	1,587
Oranje Holdco, Inc. (dba KnowBe4)	First lien senior secured revolving loan	13,352	13,352
Pacific BidCo Inc.	First lien senior secured delayed draw term loan	954	954
PDI TA Holdings, Inc.	First lien senior secured delayed draw term loan	4,469	—
PDI TA Holdings, Inc.	First lien senior secured revolving loan	1,345	—
PetVet Care Centers, LLC	First lien senior secured delayed draw term loan	5,120	5,120
PetVet Care Centers, LLC	First lien senior secured revolving loan	5,373	5,373
Ping Identity Holding Corp.	First lien senior secured revolving loan	9,091	9,091
Rubrik, Inc.	First lien senior secured delayed draw term loan	4,309	5,876
SailPoint Technologies Holdings, Inc.	First lien senior secured revolving loan	13,075	13,075


Securonix, Inc.	First lien senior secured revolving loan	3,559		3,559
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured revolving loan	2,324		2,445
SimpliSafe Holding Corporation	First lien senior secured delayed draw term loan	1,886		1,886
Smarsh Inc.	First lien senior secured delayed draw term loan	3,238		3,238
Smarsh Inc.	First lien senior secured revolving loan	155		259
Talon MidCo 2 Limited (dba Tufin)	First lien senior secured revolving loan	1,369		1,369
Talon MidCo 2 Limited (dba Tufin)	First lien senior secured delayed draw term loan	216		145
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan	1,071		1,071
XRL 1 LLC (dba XOMA)	First lien senior secured delayed draw term loan	1,000		1,000
Zendesk, Inc.	First lien senior secured delayed draw term loan	22,915		22,915
Zendesk, Inc.	First lien senior secured revolving loan	9,435		9,435

Total Unfunded Portfolio Company Commitments		$	446,291	$	353,034

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 March 31, 2024, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.

Investor Commitments

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. At March 31, 2024, 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 March 31, 2024, is as follows:


	Payments Due by Period
($ in thousands)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Subscription Credit Facility	$	560,000	$	560,000	$	—	$	—	$	—
Revolving Credit Facility	225,079		—		—		225,079		—
SPV Asset Facility I	520,000		—		—		—		520,000
SPV Asset Facility II	270,000		—		—		270,000		—
Athena CLO II	288,000		—		—		—		288,000
2023A Notes	75,000		—		—		75,000		—

Total Contractual Obligations	$	1,938,079	$	560,000	$	—	$	570,079	$	808,000

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;

•the Dealer Manager Agreement;

•the Placement Agent Agreement;

•the License Agreement; and

•the Promissory Notes.

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 certain 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.

We invest in Amergin, Fifth Season, and LSI Financing, which are non-controlled affiliated investments, as defined in the 1940 Act. 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 “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.

Rule 2a-5 under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Pursuant to Rule 2a-5, the Board designated the Adviser as the Company’s valuation designee to perform fair value determinations relating to the value of assets held by the Company for which market quotations are not readily available.

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 Adviser, as the valuation designee, based on, among other things, the input of independent third-party valuation firm(s) engaged at the direction of our Adviser.

As part of the valuation process, our Adviser, as the valuation designee, 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 Adviser, as the valuation designee considers whether the pricing indicated by the external event corroborates its valuation.

Our Adviser, as the valuation designee, undertakes a multi-step valuation process, which includes, among other procedures, the following:

•With respect to investments for which market quotations are readily available, those investments will typically be valued at the bid price of those market quotations;

•With respect to investment for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;

•Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee;

•Our Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;

•Each quarter, our Adviser, as the valuation designee, provides the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, our Adviser, as the valuation

designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and

•The Audit Committee oversee the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.

We conduct this valuation process on a quarterly basis.

We apply Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, we consider its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:

•Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.

•Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfer occurred. In addition to using the above inputs in investment valuations, we apply the valuation policy approved by our Board that is consistent with ASC 820. Consistent with the valuation policy, our Adviser, as the valuation designee, evaluates 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), our Adviser, as the valuation designee, 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, our Adviser, as the valuation designee, 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.

Financial and Derivative Instruments

Interest and Dividend Income Recognition

or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the amortization and accretion of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point 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.

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 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 the sum of:

•90% 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

•90% of our net tax-exempt interest income (which is the excess of our gross tax-exempt interest income over certain disallowed deductions) for such taxable year.

As a RIC, we (but not our shareholders) generally will not be subject to U.S. federal tax on investment company taxable income and net capital gains that we distribute to our shareholders.

We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to U.S. federal income tax at corporate rates. We can be expected to carry forward our net capital gains or any investment company taxable income in excess of current year dividend distributions, and pay the U.S. federal excise tax as described below.

Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. We may be subject to a nondeductible 4% U.S. federal excise tax if we do not distribute (or are treated as distributing) during each calendar year an amount at least equal to the sum of:

•98% of our net ordinary income excluding certain ordinary gains or losses for that calendar year;

•98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of that calendar year; and

•100% of any income or gains recognized, but not distributed, in preceding years.

While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed and as a result, in such cases, the excise tax will be imposed. In such an event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.

We intend to pay quarterly distributions to our shareholders out of assets legally available for distribution. All distributions will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.

To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our shareholders for U.S. federal income tax purposes. Thus, the source of a distribution to our shareholders may be the original capital invested by the shareholder rather than our income or gains. Shareholders should read written disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.

We have adopted an “opt out” dividend reinvestment plan for our common shareholders. As a result, if we declare a cash dividend or other distribution, each shareholder that has not “opted out” of our dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

Income Taxes

We have elected to be treated as a BDC under the 1940 Act. We have also elected to be treated as a RIC under the Code beginning with the taxable year ending December 31, 2021 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 U.S. federal income taxes at corporate rates 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 generally 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.

Certain of our consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.

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, 2023. As applicable, our prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.

Recent Developments

Dividend

Unsecured Notes

On April 4, 2024, we issued $700.0 million aggregate principal amount of 6.750% notes due 2029 (the "April 2029 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 April 2029 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. Concurrent with the issuance of the April 2029 Notes, we entered into a Registration Rights (the “April 2029 Registration Rights Agreement”) Agreement for the benefit of the purchasers of the April 2029 Notes.

Revolving Credit Facility

On April 24, 2024, we increased the amount of revolving commitments by $100.0 million through the joining of a new lender. The aggregate term loans and revolving commitments of the Revolving Credit Facility increased from $925.0 million to $1.025 billion.

Amended and Restated Dividend Reinvestment Plan

On May 6, 2024, the Board adopted an amended and restated dividend reinvestment plan.

Joint Venture

On May 6, 2024, we entered into an agreement with each of Blue Owl Capital Corporation, Blue Owl Capital Corporation II, Blue Owl Capital Corporation III, Blue Owl Credit Income Corp., Blue Owl Technology Finance Corp. and Blue Owl Technology

Income Corp. (together with us, the “Blue Owl BDCs”) and State Teachers Retirement System of Ohio (“OSTRS”) to co-manage Blue Owl Credit SLF LLC (“Credit SLF”), a joint venture that is expected to invest primarily in senior secured loans to middle market companies, broadly syndicated loans and in senior and subordinated notes issued by collateralized loan obligations. Each of the Blue Owl BDCs have agreed to initial commitments to Credit SLF totaling $50.0 million in the aggregate, of which we have agreed to contribute $2.5 million, representing an approximately 4% economic ownership. OSTRS will initially commit $7.1 million, representing a 12.5% economic ownership. Credit SLF is managed by a board consisting of an equal number of representatives appointed by each member and which acts unanimously. Investment decisions must be approved by Credit SLF’s board.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including valuation risk, interest rate risk, currency risk, credit risk and inflation 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 the Adviser, as our valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of the Adviser, as our valuation designee, 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.

Credit Risk

We generally endeavor to minimize our risk of exposure by limiting to reputable financial institutions the counterparties with which we enter into financial transactions. As of March 31, 2024 and December 31, 2022, we held the majority of our cash balances with a single highly rated money center bank and such balances are in excess of Federal Deposit Insurance Corporation insured limits. We seek to mitigate this exposure by monitoring the credit standing of these financial institutions.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.

In a low interest rate environment, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net income and potentially adversely affecting our operating results. Conversely, in a rising interest rate environment, such difference could potentially increase thereby increasing our net income as indicated per the table below.

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 March 31, 2024, 99.0% of our debt investments based on fair value were floating rates. Additionally, the weighted average floating rate floor, based on fair value, of our debt investments was 0.8%. The Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II bear interest at variable interest rates with an interest rate floor of 0.0%. The 2023A Notes and April 2029 Notes bear interest at fixed rates. Athena CLO II bears interest at fixed and variable rates.

Based on our Consolidated Statements of Assets and Liabilities as of March 31, 2024, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to 3-month reference rate and there are no changes in our investment and borrowing structure:


($ in thousands)	Interest Income		Interest Expense		Net Income (1)
Up 300 basis points	$	109,324	$	55,667	$	53,657
Up 200 basis points	$	72,883	$	37,112	$	35,771
Up 100 basis points	$	36,441	$	18,556	$	17,885

Down 100 basis points	$	(36,441)	$	(18,556)	$	(17,885)
Down 200 basis points	$	(72,883)	$	(37,112)	$	(35,771)
Down 300 basis points	$	(109,324)	$	(55,667)	$	(53,657)

(1) Excludes the impact of income based fees. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for more information on the income based fees.

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

Currency Risk

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

Inflation Risk

Inflation is likely to continue in the near to medium-term, particularly in the United States, with the possibility that monetary policy may continue to tighten in response. Persistent inflationary pressures could affect our portfolio companies’ profit margins.

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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Neither we nor the Adviser are 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, 2023, 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, 2023 are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Other than the share issues pursuant to our dividend reinvestment plan, we did not sell any unregistered equity securities, except as previously disclosed in certain Current Reports on Form 8-K filed with the SEC. On January 31, 2024, pursuant to our dividend reinvestment plan, we issued 282,231 shares of our common stock, at a price of $15.03 per share, to stockholders of record as of December 29, 2023 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

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended March 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 6. Exhibits, Financial Statement Schedules.

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:


Exhibit Number						Description of Exhibits
3.1						Articles of Amendment and Restatement, dated November 30, 2021, as amended through June 22, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 9, 2023).

3.2						Amended and Restated Bylaws, dated July 6, 2023 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, filed on June 22, 2023).
4.1						Indenture, dated as of April 4, 2024, by and between Blue Owl Technology Finance Corp. II and Deutsche Bank Trust Company Americas, as trustee.
4.2						First Supplemental Indenture, dated as of April 4, 2024, relating to the 6.750% notes due 2029, by and between Blue Owl Technology Finance Corp. II and Deutsche Bank Trust Company Americas, as trustee.
4.3						Form of 6.750% notes due 2029 sold in reliance on Rule 144A of the Securities Act (Incorporated by Reference to Exhibit 4.2 hereto).
4.4						Form of 6.750% notes due 2029 sold in reliance on Rule 501(a)(1), (2), (3), (7) or (9) of the Securities Act (Incorporated by Reference to Exhibit 4.2 hereto).
4.5						Registration Rights Agreement, dated as of April 4, 2024, by and among Mizuho Securities USA LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc., as representatives of the Initial Purchasers.
10.1*						Amended and Restated Dividend Reinvestment Plan, effective as of May 6, 2024.

























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.
101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

____________________

*Filed herein

**Furnished herein.

SIGNATURES

Pursuant to the requirements 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.


	Blue Owl Technology Finance Corp. II

Date: May 9, 2024	By:	/s/ Craig W. Packer
		Craig W. Packer
		Chief Executive Officer

	Blue Owl Technology Finance Corp. II

Date: May 9, 2024	By:	/s/ Jonathan Lamm
		Jonathan Lamm
		Chief Operating Officer and Chief Financial Officer

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Owl Rock Technology Finance Corp. II 10-Q2024 Q1 Quarterly report

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