Blue Owl Technology Finance Corp.OTF
Blue Owl Technology Finance Corp. Debt Disclosure
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 December 31, 2025 and December 31, 2024, the Company’s asset coverage was 226% and 220%, respectively.
The tables below present debt obligations as of the following periods:
| December 31, 2025 | |||||||||||||||||||||||||||||
| ($ in thousands) | Aggregate Principal Committed | Outstanding Principal | Amount Available(1) | Unamortized Debt Issuance Costs (Premium) | Net Carrying Value | ||||||||||||||||||||||||
Revolving Credit Facility(2) | $ | 2,675,000 | $ | 1,480,000 | $ | 1,191,983 | $ | 23,718 | $ | 1,456,282 | |||||||||||||||||||
| SPV Asset Facility I | 700,000 | 700,000 | — | 8,398 | 691,602 | ||||||||||||||||||||||||
| SPV Asset Facility II | 400,000 | 325,000 | 75,000 | 4,536 | 320,464 | ||||||||||||||||||||||||
| SPV Asset Facility III | 1,100,000 | 624,500 | 64,924 | 11,413 | 613,087 | ||||||||||||||||||||||||
| SPV Asset Facility IV | 500,000 | 200,000 | 116,062 | 5,654 | 194,346 | ||||||||||||||||||||||||
| Athena CLO II | 375,000 | 375,000 | — | 3,932 | 371,068 | ||||||||||||||||||||||||
| Athena CLO IV | 240,000 | 240,000 | — | 2,346 | 237,654 | ||||||||||||||||||||||||
| Athena CLO V | 300,000 | 300,000 | — | 1,928 | 298,072 | ||||||||||||||||||||||||
| June 2026 Notes | 375,000 | 375,000 | — | 713 | 374,287 | ||||||||||||||||||||||||
| January 2027 Notes | 300,000 | 300,000 | — | 1,621 | 298,379 | ||||||||||||||||||||||||
March 2028 Notes(3) | 650,000 | 650,000 | — | 7,811 | 654,890 | ||||||||||||||||||||||||
| September 2028 Notes | 75,000 | 75,000 | — | 495 | 74,505 | ||||||||||||||||||||||||
April 2029 Notes(3) | 700,000 | 700,000 | — | 11,558 | 703,564 | ||||||||||||||||||||||||
| Total Debt | $ | 8,390,000 | $ | 6,344,500 | $ | 1,447,969 | $ | 84,123 | $ | 6,288,200 | |||||||||||||||||||
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The amount available is reduced by $3.0 million of outstanding letters of credit.
(3)Net carrying value is inclusive of change in fair market value of effective hedge.
| December 31, 2024 | |||||||||||||||||||||||||||||
| ($ in thousands) | Aggregate Principal Committed | Outstanding Principal | Amount Available(1) | Unamortized Debt Issuance Costs (Premium) | Net Carrying Value | ||||||||||||||||||||||||
Revolving Credit Facility(2) | $ | 1,065,000 | $ | 313,004 | $ | 751,996 | $ | 14,675 | $ | 298,329 | |||||||||||||||||||
| SPV Asset Facility I | 700,000 | 600,000 | 100,000 | 9,552 | 590,448 | ||||||||||||||||||||||||
| SPV Asset Facility II | 400,000 | 300,000 | 100,000 | 4,753 | 295,247 | ||||||||||||||||||||||||
| June 2025 Notes | 210,000 | 210,000 | — | 623 | 209,377 | ||||||||||||||||||||||||
| December 2025 Notes | 650,000 | 650,000 | — | (1,495) | 651,495 | ||||||||||||||||||||||||
| June 2026 Notes | 375,000 | 375,000 | — | 2,227 | 372,773 | ||||||||||||||||||||||||
| January 2027 Notes | 300,000 | 300,000 | — | 3,145 | 296,855 | ||||||||||||||||||||||||
| CLO 2020-1 | 204,000 | 204,000 | — | 4,015 | 199,985 | ||||||||||||||||||||||||
| Total Debt | $ | 3,904,000 | $ | 2,952,004 | $ | 951,996 | $ | 37,495 | $ | 2,914,509 | |||||||||||||||||||
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
The table below presents the components of interest expense for the following periods:
| For the Year Ended December 31, | |||||||||||||||||
| ($ in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Interest expense | $ | 293,568 | $ | 183,481 | $ | 186,192 | |||||||||||
| Amortization of debt issuance costs, net | 27,061 | 9,258 | 9,335 | ||||||||||||||
Net change in unrealized (gain) loss on effective interest rate swaps and hedged items(1) | 863 | — | — | ||||||||||||||
| Total Interest Expense | $ | 321,492 | $ | 192,739 | $ | 195,527 | |||||||||||
| Average interest rate | 6.0 | % | 6.1 | % | 6.1 | % | |||||||||||
| Average daily borrowings | $ | 4,810,826 | $ | 2,961,574 | $ | 3,032,433 | |||||||||||
(1)Refer to the March 2028 Notes and April 2029 Notes for details on the facilities’ interest rate swaps.
Credit Facilities
Revolving Credit Facility
On November 15, 2022, the Company entered into an Amended and Restated Senior Secured Revolving Credit Agreement (as amended from time to time, the “Revolving Credit Facility”), which amended and restated in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of March 15, 2019 (as amended, restated, supplemented or otherwise modified prior to November 15, 2022). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”), Truist Bank as Administrative Agent, Truist Securities, Inc., ING Capital LLC, MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Truist Securities, Inc. and ING Capital LLC, as Joint Bookrunners. On December 20, 2024 (the "Revolving Credit Facility Third Amendment Date), the parties to the Revolving Credit Facility entered into an amendment to, among other things, extend the availability period and maturity date and make various other changes. The following describes the terms of the Revolving Credit Facility as modified through August 29, 2025.
The Revolving Credit Facility is guaranteed by certain of the Company's subsidiaries in existence on the Revolving Credit Facility Third Amendment Date, and will be guaranteed by certain subsidiaries of the Company that are formed or acquired by the Company in the future (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.
The Revolving Credit Facility provides for, on an aggregated basis, a total of outstanding term loans and revolving credit facility commitments in the principal amount of $2.68 billion, which is comprised of (a) a term loan in a principal amount of $100.0 million 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 $2.58 billion (increased from $2.48 billion to $2.58 billion on August 29, 2025). The amount available for borrowing under the revolving credit facility commitments of the Revolving Credit Facility is reduced by any standby letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $3.83 billion through the Company's exercise 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 swingline loan limit of $400.0 million, and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions.
The availability period under the Revolving Credit Facility will terminate on December 20, 2028 (the “Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on December 20, 2029 (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 with respect to the commitments in U.S. dollars bear interest at either (i) term SOFR plus any applicable credit adjustment spread plus margin of either 1.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum, or (ii) the alternative base rate plus a margin of either 0.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 0.75% 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 with respect to the commitments in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread plus margin of either 1.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum.
Beginning on and after the Revolving Credit Facility Third Amendment Date, the Company also pays a fee of 0.350% 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.
SPV Asset Facilities
Certain of the Company's wholly owned subsidiaries are parties to credit facilities (the “SPV Asset Facilities”). Pursuant to the SPV Asset Facilities, the Company sells and contributes certain investments to these wholly owned subsidiaries pursuant to sale and contribution agreements by and between the Company and the wholly owned subsidiaries. No gain or loss is recognized as a result of these contributions. Proceeds from the SPV Asset Facilities are used to finance the origination and acquisition of eligible assets by the wholly owned subsidiary, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired to the wholly owned subsidiary through the Company’s ownership of the wholly owned subsidiary. The SPV Asset Facilities are secured by a perfected first priority security interest in the assets of these wholly owned subsidiaries and on any payments received by such wholly owned subsidiaries in respect of those assets. Assets pledged to lenders under the SPV Asset Facilities will not be available to pay the Company's debts. The SPV Asset Facilities contain customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to their shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions). Borrowings of the wholly owned subsidiaries under the SPV Asset Facilities are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
SPV Asset Facility I
On December 22, 2022 (the “SPV Asset Facility I Closing Date”), OR Tech Financing I LLC (“OR Tech Financing I”), a Delaware limited liability company and wholly-owned subsidiary of the Company entered into an Amended and Restated Credit Agreement (the “SPV Asset Facility I”), which amended and restated in its entirety that certain Credit Agreement, dated as of August 11, 2020, by and among OR Tech Financing I, as Borrower, Alter Domus (US) LLC, as Administrative Agent and Document Custodian, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and the lenders from time to time party thereto (the “SPV Asset Facility I Lenders”). On October 30, 2024, the parties to the SPV Asset Facility I entered into the Second Amendment to Amended and Restated Credit Agreement, in order to, among other changes, replace Alter Domus (US) LLC as document custodian with State Street Bank and Trust Company. The following describes the terms of SPV Asset Facility I as amended through October 30, 2024 (the “SPV Asset Facility I Second Amendment Date”).
The total term loan commitment of the SPV Asset Facility I is $700.0 million (increased from $600.0 million on the SPV Asset Facility I Second Amendment Date). The availability of the commitments are subject to a ramp up period and subject to an overcollateralization ratio test, which is based on the value of OR Tech Financing I assets from time to time, and satisfaction of certain other tests and conditions, including an advance rate test, interest coverage ratio test, certain concentration limits and collateral quality tests.
The SPV Asset Facility I provides for the ability to draw term loans for a period of up to three years after the SPV Asset Facility I Second Amendment Date unless the commitments are terminated as provided in the SPV Asset Facility I. Unless otherwise terminated, the SPV Asset Facility I will mature on October 30, 2035 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by OR Tech Financing I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, OR Tech Financing I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.
Amounts drawn bear interest at term SOFR plus a spread of 2.25%.
SPV Asset Facility II
On November 16, 2021 (the “SPV Asset Facility II Closing Date”), ORTF Funding I LLC (“ORTF Funding I”), a Delaware limited liability company and the Company’s wholly-owned subsidiary entered into a Credit Agreement (the “SPV Asset Facility II”), with ORTF Funding I LLC, as Borrower, the lenders from time to time parties thereto, Goldman Sachs Bank USA as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust company as Collateral Administrator and Collateral Agent and Alter Domus (US) LLC as Collateral Custodian. On the SPV Asset Facility II Closing Date, ORTF Funding I and Goldman Sachs Bank USA, as Administrative Agent, also entered into a Margining Agreement relating to the Secured Credit Facility (the “Margining Agreement”). On October 30, 2024, the parties to the SPV Asset Facility II entered into Amendment No. 2 to
Credit Agreement, in order to, among other changes, replace Alter Domus (US) LLC as collateral custodian with State Street Bank and Trust Company. The following describes the terms of the SPV Asset Facility II as amended on December 17, 2025.
The maximum principal amount which may be borrowed under the SPV Asset Facility II is $400 million (increased from $300.0 million on October 30, 2024); the availability of this amount is subject to a borrowing base test, which is based on the value of ORTF Funding I’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits.
The SPV Asset Facility II provides for the ability to draw and redraw revolving loans for a period after the SPV Asset Facility II Closing Date until November 16, 2028. Unless otherwise terminated, the SPV Asset Facility II will mature on November 16, 2030 (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by ORTF 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 II Stated Maturity, ORTF 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 SPV Asset Facility II may be permanently reduced, in whole or in part, at the option of ORTF Funding I subject to payment of a premium for a period of time.
Amounts drawn bear interest at Term SOFR plus a spread of 2.00% and the spread is payable on the amount by which the undrawn amount exceeds a minimum threshold, with such threshold being a range of 65% to 75% of the commitment amount. The undrawn amount of the commitment not subject to such spread payment is subject to an undrawn fee of 0.50% per annum. Certain additional fees are payable on each payment date to Goldman Sachs Bank USA as Administrative Agent. In addition, under the Margining Agreement and Credit Agreement, ORTF Funding I is required to post cash margin (or in certain cases, additional eligible assets) to the Administrative Agent if a borrowing base deficiency occurs or if the weighted average price gap (as defined in the Margining Agreement), which is a measure of the excess of the aggregate value assigned to ORTF Funding I’s assets for purposes of the borrowing base test over the total amount drawn under the SPV Asset Facility II, falls below 20%.
SPV Asset Facilities Assumed in the Mergers
On March 24, 2025, the Company became party to and assumed all of OTF II’s obligations under OTF II’s SPV asset facilities (the “OTF II SPV Asset Facility Assumption Date”).
SPV Asset Facility III
On July 15, 2022 (the “SPV Asset Facility III Closing Date”), Athena Funding I LLC (“Athena Funding I”), a Delaware limited liability company and a wholly-owned subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility III”), 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 III Lenders”). The parties to the SPV Asset Facility III have entered into various amendments, including those relating to the calculation of principal collateralization amounts and to permit a conversion of a revolving loan into a term loan. The following describes the terms of SPV Asset Facility III as amended through December 11, 2025.
The maximum principal amount which may be borrowed under the SPV Asset Facility III is $1.10 billion (increased from $925.0 million to $1.10 billion on December 11, 2025) which, subject to the satisfaction of certain conditions, may be increased to up to $1.50 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 III provides for the ability to draw term loans and to draw and redraw revolving loans under the SPV Asset Facility III until December 10, 2027. Unless otherwise terminated, the SPV Asset Facility III will mature on December 11, 2035 (the “SPV Asset Facility III Stated Maturity”). Prior to the SPV Asset Facility III 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 III 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 2.05%, and term loans and revolving loans are subject to a minimum utilization amount, after one year, subject to certain terms and conditions. The undrawn amount of the commitment not subject to such spread payment is subject to an undrawn fee of 0.25% to 1.00% per annum on the undrawn amount, if any, of the commitments. Certain additional fees are payable to Société Générale as administrative agent.
SPV Asset Facility IV
On November 8, 2022 (the “SPV Asset Facility IV Closing Date”), Athena Funding II LLC (“Athena Funding II”), a Delaware limited liability company entered into a Loan and Management Agreement (the “SPV Asset Facility IV”), 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 collateral administrator and as custodian, the lenders from time to time parties thereto (the “SPV Asset Facility IV Lender”) and the group agents from time to time parties thereto. The parties to the SPV Asset Facility IV have entered into various amendments, including to replace the Loan and Management Agreement with an Amended and Restated Credit Agreement, extend the availability period and maturity date, increase the maximum commitment, change the interest rate, and make various other changes. The following describes the terms of SPV Asset Facility IV as amended through October 30, 2025.
The maximum principal amount of the SPV Asset Facility IV is $500.0 million (increased from $300.0 million to $500.0 million on October 30, 2025); 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 IV provides for the ability to draw and redraw revolving loans under the SPV Asset Facility IV until October 30, 2028 (the “SPV Asset Facility IV Reinvestment Period”) unless the SPV Asset Facility IV Reinvestment Period is terminated sooner as provided in the SPV Asset Facility IV. Unless otherwise terminated, the SPV Asset Facility IV will mature three years after the last day of the SPV Asset Facility IV Reinvestment Period, on October 30, 2030 (the “SPV Asset Facility IV Stated Maturity”). Prior to the SPV Asset Facility IV 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 IV 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 rate based on Term SOFR plus an applicable margin of 2.00% during the SPV Asset Facility IV Reinvestment Period and 2.35% after the end of the SPV Asset Facility IV Reinvestment Period. During the SPV Asset Facility IV Reinvestment Period, there is an unused fee in a range of 0.25% to 0.50% on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility IV.
Debt Securitization Transactions
The Company incurs secured financing through debt securitization transactions which are also known as collateralized loan obligation transactions (the “CLO Transactions”) issued by the Company’s consolidated subsidiaries (the “CLO Issuers”), which 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 CLO Issuers. The CLO Issuers issue preferred shares which are not secured by the collateral securing the CLO Transactions which the Company purchases. The Company acts as retention holder in connection with the CLO Transactions 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 a CLO Issuer’s preferred shares. Notes issued by CLO Issuers have not been registered under the Securities Act of 1933, as amended (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 serves as collateral manager for the CLO Issuers under a collateral management agreement. The Adviser is entitled to receive fees for providing these services. The Adviser routinely waives 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 Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to a CLO Issuer’s equity or notes owned by the Company. Assets pledged to debt holders of the CLO Transactions and the other secured parties under each CLO Transaction’s documentation will not be available to pay the debts of the Company. The Company consolidates the financial statements of the CLO Issuers in its consolidated financial statements.
CLO 2020-1
On December 16, 2020 (the “CLO 2020-1 Closing Date”), the Company completed a $333.5 million term debt securitization transaction (the “CLO 2020-1 Transaction”). The secured notes and preferred shares issued in the CLO 2020-1 Transaction were issued by the Company’s consolidated subsidiaries Owl Rock Technology Financing 2020-1, an exempted company incorporated in the Cayman Islands with limited liability (the “CLO 2020-1 Issuer”), and Owl Rock Technology Financing 2020-1 LLC, a Delaware limited liability company (the “CLO 2020-1 Co-Issuer” and together with the CLO 2020-1 Issuer, the “CLO 2020-1 Issuers”).
The CLO 2020-1 Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Closing Date (the “CLO 2020-1 Indenture”), by and among the CLO 2020-1 Issuers and State Street Bank and Trust Company: $200 million of A (sf) Class A Notes, which bore interest at term SOFR (plus a spread adjustment) plus 2.95% (the “CLO 2020-1 Secured Notes”). The CLO 2020-1 Secured Notes are secured by the middle-market loans, recurring revenue loans, participation interests in middle-market loans and recurring revenue loans and other assets of the Issuer. The CLO 2020-1 Secured Notes are scheduled to mature on the Payment Date (as defined in the CLO 2020-1 Indenture) in January 2031. The CLO 2020-1 Secured Notes were offered by MUFG Securities Americas Inc., as initial purchaser, from time to time in individually negotiated transactions.
The CLO 2020-1 Secured Notes were redeemed in the CLO 2020-1 Refinancing, described below.
Concurrently with the issuance of the CLO 2020-1 Secured Notes, the CLO 2020-1 Issuer issued approximately $133.5 million of subordinated securities in the form of 133,500 preferred shares at an issue price of $1,000 per share (the “CLO 2020-1 Preferred Shares”).
As part of the CLO 2020-1 Transaction, the Company entered into a loan sale agreement with the CLO 2020-1 Issuer dated as of the Closing Date, which provided for the sale and contribution of approximately $243.4 million par amount of middle-market loans and recurring revenue loans from the Company to the CLO 2020-1 Issuer on the Closing Date and for future sales from the Company to the CLO 2020-1 Issuer on an ongoing basis. No gain or loss was recognized as a result of these sales and contributions. Such loans constituted part of the initial portfolio of assets securing the CLO 2020-1 Secured Notes. The Company made customary representations, warranties, and covenants to the CLO 2020-1 Issuer under the loan sale agreement.
Through January 15, 2022, the net proceeds of the issuing of the CLO 2020-1 Secured Notes not used to purchase the initial portfolio of loans securing the CLO 2020-1 Secured Notes and a portion of the proceeds received by the CLO 2020-1 Issuer from the loans securing the CLO 2020-1 Secured Notes were able to be used by the CLO 2020-1 Issuer to purchase additional middle-market loans and recurring revenue loans under the direction of the Adviser, in its capacity as collateral manager for the CLO 2020-1 Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans and recurring revenue loans.
The CLO 2020-1 Secured Notes were the secured obligation of the CLO 2020-1 Issuers, and the CLO 2020-1 Indenture included customary covenants and events of default.
CLO 2020-1 Refinancing
On August 23, 2023 (the “CLO 2020-1 Refinancing Date”), the Company completed a $337.5 million term debt securitization refinancing (the “CLO 2020-1 Refinancing”). The secured notes issued in the CLO 2020-1 Refinancing were issued by the Company’s consolidated subsidiary Owl Rock Technology Financing 2020-1 LLC, a Delaware limited liability company (the “CLO 2020-1 Refinancing Issuer”).
The CLO 2020-1 Refinancing was executed by the issuance of the following classes of notes pursuant to an indenture and security agreement dated as of December 16, 2020 (the “CLO 2020-1 Closing Date”) by and among the Owl Rock Technology Financing 2020-1 (the “CLO 2020-1 Issuer”), CLO 2020-1 Refinancing Issuer, as co-issuer and State Street Bank and Trust Company as trustee, as supplemented by the First Supplemental Indenture dated as of July 18, 2023 by and among the CLO 2020-1 Issuer, as issuer, the CLO 2020-1 Refinancing Issuer, as co-issuer and the Trustee and the Second Supplemental Indenture dated as of the CLO 2020-1 Refinancing Date (the “CLO 2020-1 Refinancing Indenture”), by and among the CLO 2020-1 Refinancing Issuer and the Trustee: (i) $112.5 million of AAA(sf) Class A-1R Notes, which bore interest at the Benchmark plus 3.05%, (ii) $23.5 million of AAA(sf) Class A-2R Notes, which bore interest at 6.937%, (iii) $53 million of A(sf) Class B-1R Notes, which bore interest at the Benchmark plus 4.64% and (iv) $15 million of A(sf) Class B-2R Notes, which bore interest at 8.497%, (together, the “CLO 2020-1 Refinancing Secured Notes”). The CLO 2020-1 Refinancing Secured Notes were secured by the middle-market loans and other assets of the CLO 2020-1 Refinancing Issuer. The CLO 2020-1 Refinancing Secured Notes were scheduled to mature on the Payment Date (as defined in the CLO 2020-1 Refinancing Indenture) in October 2035. The CLO 2020-1 Refinancing Secured Notes were privately placed by MUFG Securities Americas Inc. and Scotia Capital (USA) Inc. The proceeds from the CLO 2020-1 Refinancing were used to redeem in full the classes of notes issued on the CLO 2020-1 Closing Date and to pay expenses incurred in connection with the CLO 2020-1 Refinancing. On the CLO 2020-1 Refinancing Date, the CLO 2020-1 Issuer was merged with and into the CLO 2020-1 Refinancing Issuer, with the CLO 2020-1 Refinancing Issuer surviving the merger. The CLO 2020-1 Refinancing Issuer assumed by all operation of law all of the rights and obligations of the CLO 2020-1 Issuer, including the subordinated securities issued by the CLO 2020-1 Issuer on the CLO 2020-1 Closing Date.
On the CLO 2020-1 Closing Date, the CLO 2020-1 Issuer entered into a loan sale agreement with the Company, which provided for the sale and contribution of approximately $243.4 million par amount of middle-market loans from the Company to the CLO 2020-1 Issuer on the CLO 2020-1 Refinancing Date and for future sales from the Company to the CLO 2020-1 Issuer on an ongoing basis. No gain or loss was recognized as a result of these sales and contributions. As part of the CLO 2020-1 Refinancing, the CLO 2020-1 Refinancing Issuer, as the successor to the CLO 2020-1 Issuer, entered into an amended and restated loan sale agreement with the Company dated as of the CLO 2020-1 Refinancing Date, pursuant to which the CLO 2020-1 Refinancing Issuer assumed all ongoing obligations of the CLO 2020-1 Issuer under the original agreement and the Company sold and contributed approximately $83.93 million par amount middle-market loans to the CLO 2020-1 Refinancing Issuer on the CLO 2020-1 Refinancing Date and provides for future sales from the Company to the CLO 2020-1 Refinancing Issuer on an ongoing basis. Such loans constituted part of the portfolio of assets securing the CLO 2020-1 Refinancing Secured Notes. The Company made customary representations, warranties, and covenants to the CLO 2020-1 Refinancing Issuer under the loan sale agreement.
Through October 15, 2027, a portion of the proceeds received by the CLO 2020-1 Refinancing Issuer may be used by the CLO 2020-1 Refinancing Issuer to purchase additional middle-market loans under the direction of the Adviser, in its capacity as collateral
manager for the CLO 2020-1 Refinancing Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.
The CLO 2020-1 Refinancing Secured Notes were the secured obligation of the CLO 2020-1 Refinancing Issuer, and the CLO 2020-1 Refinancing Indenture includes customary covenants and events of default.
On October 15, 2025, we redeemed in full all $204.0 million in aggregate principal amount of CLO 2020-1 at 100.0% of their principal amount, plus the accrued interest thereon through, but excluding, October 15, 2025.
Debt Securitization Transactions Assumed in the Mergers
Athena CLO II
On December 13, 2023 (the “Athena CLO II Closing Date”), OTF II completed a $475.3 million term debt securitization transaction (the “Athena CLO II Transaction”). 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 company organized under the laws of the State of Delaware (the “Athena CLO II Issuer”). On March 24, 2025, as a result of the consummation of the Mergers, the Company became party to the relevant agreements with respect to and assumed all of OTF II’s obligations under the Athena CLO II Transaction.
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 bore interest at three-month term SOFR plus 3.95%, (iii) $7.5 million of AA(sf) Class B-2 Notes, which bore interest at 7.25% and (iv) $24.0 million of A(sf) Class C Notes, which bore 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 Athena CLO II Class A-L Loans bore interest at three-month term SOFR plus 2.85%. The Athena CLO II 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.
The Athena CLO II Secured Notes were redeemed in the Athena CLO II Refinancing, described below.
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 $1,000 per share (the “Athena CLO II Preferred Shares”).
As part of the Athena CLO II Transaction, OTF II entered into a loan sale agreement with the Athena CLO II Issuer dated as of the Athena CLO II Closing Date, which provided for the contribution of approximately $83.9 million funded par amount of middle-market loans from OTF II to the Athena CLO II Issuer on the Athena CLO II Closing Date and for future sales from OTF II 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 OTF II, 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. No gain or loss was recognized as a result of these sales and contributions. OTF II 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 were able to 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 was 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 included customary covenants and events of default.
Athena CLO II Refinancing
On December 16, 2025 (the “Athena CLO II Refinancing Date”), the Company completed a $615.1 million term debt securitization refinancing (the “Athena CLO II Refinancing”). The secured notes and preferred shares issued in the Athena CLO II Refinancing and the secured loan borrowed in the Athena CLO II Refinancing 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 Refinancing Issuer”).
The Athena CLO II Refinancing 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 December 13, 2023 (the “Athena CLO II Original Closing Date”), as amended and supplemented by the first supplemental indenture dated as of the Athena CLO II Refinancing Date (the “Athena CLO II Refinancing Indenture”), by and among the Athena CLO II Refinancing Issuer and State Street Bank and Trust Company: (i) $75 million of AAA(sf) Class A-R Notes, which bear interest at Benchmark plus 1.70%, (ii) $31.25 million of AA(sf) Class B-R Notes, which bear interest at Benchmark plus 2.00% and (iii) $18.75 million of A(sf) Class C-R Notes, which bear interest at Benchmark plus 2.40% (together, the “Athena CLO II Refinancing Secured Notes”) and (B) the borrowing by the Athena CLO II Refinancing Issuer of $250 million under floating rate Class A-LR loans (the “Athena CLO II Refinancing Class A-LR Loans” and together with the Athena CLO II Refinancing Secured Notes, the “Athena CLO II Refinancing Debt”). The Athena CLO II Refinancing Class A-LR Loans bear interest at Benchmark plus 1.70%. The Athena CLO II Refinancing Class A-LR Loans were borrowed under a credit agreement (the “Athena CLO II Refinancing Class A-LR Credit Agreement”), dated as of the Athena CLO II Refinancing Date, by and among the Athena CLO II Refinancing 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 Refinancing Debt is secured by middle market loans, participation interests in middle market loans and other assets of the Issuer. The Debt is scheduled to mature on January 18, 2039. The Athena CLO II Refinancing Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.
Concurrently with the issuance of the Athena CLO II Refinancing Secured Notes and the borrowing under the Athena CLO II Refinancing Class A-LR Loans, the Athena CLO II Refinancing Issuer issued approximately $52.8 million of additional subordinated securities in the form of 52,800 preferred shares at an issue price of U.S.$1,000 per share (the “Athena CLO II Refinancing Additional Preferred Shares”). The total amount of outstanding preferred shares as of the Athena CLO II Refinancing Date is 240,100.
On the Athena CLO II Original Closing Date, the Company entered into a loan sale agreement with the Athena CLO II Refinancing Issuer dated as of the Athena CLO II Original Closing Date, which provided for the contribution of approximately $83.945 million funded par amount of middle market loans from the Company to the Athena CLO II Refinancing Issuer on the Athena CLO II Original Closing Date and for future sales from the Company to the Athena CLO II Refinancing Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Debt. As part of the Athena CLO II Refinancing, the Company and the Athena CLO II Refinancing Issuer entered into an amended and restated loan sale agreement dated as of the Athena CLO II Refinancing Date (the “OTF Loan Sale Agreement”), which provides for the sale and contribution of approximately $217.963 million funded par amount of middle market loans from the Company to the Athena CLO II Refinancing Issuer on the Athena CLO II Refinancing Date and for future sales from the Company to the Athena CLO II Refinancing Issuer on an ongoing basis. Such loans constituted part of the portfolio of assets securing the Athena CLO II Refinancing Debt. The Company made customary representations, warranties, and covenants to the Athena CLO II Refinancing Issuer under the applicable loan sale agreement.
Through January 18, 2039, a portion of the proceeds received by the Issuer from the loans securing the Athena CLO II Refinancing Debt may be used by the Athena CLO II Refinancing Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the Athena CLO II Refinancing Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The Athena CLO II Refinancing Debt is the secured obligation of the Athena CLO II Refinancing Issuer, and the Athena CLO II Refinancing Indenture and Athena CLO II Refinancing Class A-LR Credit Agreement each include customary covenants and events of default.
Athena CLO IV
On August 15, 2024 (the “Athena CLO IV Closing Date”), OTF II completed a $399.7 million term debt securitization transaction (the “Athena CLO IV Transaction”). The secured notes and preferred shares issued in the Athena CLO IV Transaction were issued by the Company’s consolidated subsidiary Athena CLO IV, LLC, a limited liability organized under the laws of the State of Delaware (the “Athena CLO IV Issuer”). On March 24, 2025, as a result of the consummation of the Mergers, the Company became party to the relevant agreements with respect to and assumed all of OTF II’s obligations under the Athena CLO IV Transaction.
The Athena CLO IV Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Athena CLO IV Closing Date (the “Athena CLO IV Indenture”), by and among the Athena CLO IV Issuer and State Street Bank and Trust Company: (i) $208 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.00%, (ii) $7.0 million of AA(sf) Class B-1 Notes, which bear interest at three-month term SOFR plus 2.50%, (iii) $13.0 million of AA(sf) Class B-2 Notes, which bear interest at 6.254% and (iv) $12 million of A(sf) Class C Notes, which bear interest at three-month term SOFR plus 2.64% (together, the “Athena CLO IV Secured Notes”). The Athena CLO IV Secured Notes are secured by middle-market loans, participation interests in middle-market loans and other assets of the Athena CLO IV Issuer. The Athena CLO IV Secured Notes are scheduled to mature on the Payment Date (as defined in the Athena CLO IV Indenture) in July 2037. The Athena CLO IV Secured Notes were privately placed by MUFG Securities Americas Inc. as Initial
Purchaser with respect to the Athena CLO IV Secured Notes and NatWest Markets Securities Inc. as Co-Placement Agent solely with respect to the Athena CLO IV Class A Secured Notes.
Concurrently with the issuance of the Athena CLO IV Secured Notes, the Athena CLO IV Issuer issued approximately $159.7 million of subordinated securities in the form of 159,700 preferred shares at an issue price of $1,000 per share (the “Athena CLO IV Preferred Shares”).
As part of the Athena CLO IV Transaction, OTF II entered into a loan sale agreement with the Athena CLO IV Issuer dated as of the Athena CLO IV Closing Date, which provided for the contribution of approximately $215.5 million funded par amount of middle-market loans from OTF II to the Athena CLO IV Issuer on the Athena CLO IV Closing Date and for future sales from OTF II to the Athena CLO IV Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Athena CLO IV Secured Notes. The remainder of the initial portfolio assets securing the Athena CLO IV Secured Notes consisted of approximately $182.4 million funded par amount of middle-market loans purchased by the Athena CLO IV Issuer from Athena Funding II LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the Athena CLO IV Closing Date between the Athena CLO IV Issuer and Athena Funding II LLC. No gain or loss was recognized as a result of these sales and contributions. OTF II and Athena Funding II each made customary representations, warranties, and covenants to the Issuer under the applicable loan sale agreement.
Through the Payment Date in July 2029, a portion of the proceeds received by the Athena CLO IV Issuer from the loans securing the Athena CLO IV Secured Notes may be used by the Athena CLO IV Issuer to purchase additional middle-market loans under the direction of the Adviser, the Company’s investment advisor, in its capacity as collateral manager for the Athena CLO IV Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.
The Athena CLO IV Secured Notes are the secured obligation of the Athena CLO IV Issuer, and the Athena CLO IV Indenture includes customary covenants and events of default.
Athena CLO V
On October 8, 2025 (the “Athena CLO V Closing Date”), the Company completed a $501.3 million term debt securitization transaction (the “Athena CLO V Transaction”). The secured notes and preferred shares issued in the Athena CLO V Transaction were issued by the Company’s consolidated subsidiary Athena CLO V, LLC, a limited liability company organized under the laws of the State of Delaware (the “Athena CLO V 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 Issuer.
The Athena CLO V Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture dated as of the Closing Date (the “Athena CLO V Indenture”), by and among the Athena CLO V Issuer and State Street Bank and Trust Company: (i) $260 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 1.73%, (ii) $25 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 2.25% and (iii) $15 million of A(sf) Class C Notes, which bear interest at three-month term SOFR plus 2.70% (together, the “Athena CLO V Secured Notes”). The Athena CLO V Notes are secured by middle market loans, participation interests in middle market loans and other assets of the Issuer. The Notes are scheduled to mature on October 15, 2038. The Secured Notes were privately placed by MUFG Securities Americas Inc. as Initial Purchaser and NatWest Markets Securities Inc. as Co-Placement Agent with respect to the Class A Notes. Concurrently with the issuance of the Athena CLO V Secured Notes, the Athena CLO V Issuer issued approximately $201.3 million of subordinated securities in the form of 201,320 preferred shares at an issue price of U.S.$1,000 per share (the “Athena CLO V Preferred Shares”).
As part of the Athena CLO V CLO Transaction, the Company entered into a loan sale agreement with the Athena CLO V Issuer dated as of the Athena CLO V Closing Date (the “Athena CLO V OTF Loan Sale Agreement”), which provided for the contribution of approximately $447.7 million funded par amount of middle market loans from the Company to the Athena CLO V Issuer on the Closing Date and for future sales from the Company to the Athena CLO V Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Athena CLO V Notes. No gain or loss was recognized as a result of these sales and contributions. The Company made customary representations, warranties, and covenants to the Issuer under the loan sale agreement.
Through October 15, 2030, a portion of the proceeds received by the Athena CLO V Issuer from the loans securing the Athena CLO V Secured Notes may be used by the Athena CLO V Issuer to purchase additional middle market loans under the direction of the Adviser, the Company’s investment advisor, in its capacity as collateral manager for the Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
Unsecured Notes
Tripartite Agreement
On August 11, 2025, the Company entered into an agreement of removal, appointment and acceptance (the “Tripartite Agreement”), with Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association (the “Retiring Trustee”) and Deutsche Bank Trust Company Americas (the “Successor Trustee”), with respect to the Indenture, dated June 12, 2020
between the Company and the Retiring Trustee (the “Base Indenture”), the second supplemental indenture, dated September 23, 2020 (the “Second Supplemental Indenture”) between the Company and the Retiring Trustee, the third supplemental indenture, dated December 17, 2020 (the “Third Supplemental Indenture”) between the Company and the Retiring Trustee, the Fourth Supplemental Indenture, dated June 14, 2021 (the “Fourth Supplemental Indenture”) between the Company and the Retiring Trustee, and the Fifth Supplemental Indenture, dated January 21, 2025 (the “Fifth Supplemental Indenture” and together with the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, and the Fourth Supplemental Indenture, the “Indenture”) between the Company and the Retiring Trustee.
The Tripartite Agreement provides that, effective as of the date thereof, (1) the Retiring Trustee assigns, transfers, delivers and confirms to the Successor Trustee all of its rights, title and interest under the Indenture and all of the rights, power, trusts and duties as trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture; and (2) the Successor Trustee accepts its appointment as successor trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture, and accepts the rights, indemnities, protections, powers, trust and duties of or afforded to Retiring Trustee as trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture. The Successor Trustee’s appointment became effective on August 25, 2025.
June 2025 Notes
On June 12, 2020, the Company issued $210 million aggregate principal amount of 6.75% notes that were due on June 30, 2025 (the “June 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act.
On April 28, 2025, the Company caused notice to be issued to the Trustee of the June 2025 Notes regarding the Company’s exercise of the option to redeem in full all $210.0 million in aggregate principal amount of the June 2025 Notes at 100.0% of their principal amount, plus the accrued interest thereon through, but excluding, the redemption date, May 30, 2025. On May 30, 2025, the Company redeemed in full all $210.0 million in aggregate principal amount of the June 2025 Notes at 100.0% of their principal amount, plus the accrued interest thereon through, but excluding, May 30, 2025.
The June 2025 Notes bore interest at a rate of 6.75% per year payable semi-annually on June 30 and December 30 of each year, commencing on December 30, 2020. The June 2025 Notes were the Company’s direct, general unsecured obligations and ranked senior in right of payment to all of the Company’s future indebtedness or other obligations that were expressly subordinated, or junior, in right of payment to the June 2025 Notes.
December 2025 Notes
On September 23, 2020, the Company issued $400 million aggregate principal amount of its 4.75% notes due 2025 (the “December 2025 Notes”) and on November 23, 2021, the Company issued an additional $250 million aggregate principal amount of the December 2025 Notes in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act.
On October 15, 2025, the Company caused notice to be issued to the Trustee of the December 2025 Notes regarding the Company’s exercise of the option to redeem in full all $400 million in aggregate principal amount of the December 2025 Notes at 100.0% of their principal amount, plus the accrued interest thereon through, but excluding, the redemption date, November 15, 2025. On November 15, 2025, the Company redeemed in full all $400 million in aggregate principal amount of the December 2025 Notes at 100.0% of their principal amount, plus the accrued interest thereon through, but excluding, November 15, 2025.
The December 2025 Notes bore interest at a rate of 4.75% per year payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2020. The December 2025 Notes were the Company’s direct, general unsecured obligations and ranked senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the December 2025 Notes.
June 2026 Notes
On December 17, 2020, the Company issued $375 million aggregate principal amount of 3.75% notes due 2026 (the “June 2026 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The June 2026 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
The June 2026 Notes were issued pursuant to the Base Indenture and the Third Supplemental Indenture (together, the “June 2026 Indenture”). The June 2026 Notes will mature on June 17, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the June 2026 Indenture. The June 2026 Notes bear interest at a rate of 3.75% per year payable semi-annually on June 17 and December 17 of each year, commencing on June 17, 2021. The June 2026 Notes are the Company’s direct, general unsecured obligations and will rank senior in right of payment to all of the Company's future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the June 2026
Notes. The June 2026 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior to the June 2026 Notes. The June 2026 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The June 2026 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The June 2026 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended 1940, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the June 2026 Notes and the Successor Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, if a change of control repurchase event, as defined in the June 2026 Indenture, occurs prior to maturity, holders of the June 2026 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the June 2026 Notes at a repurchase price equal to 100% of the aggregate principal amount of the June 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
January 2027 Notes
On June 14, 2021, the Company issued $300 million aggregate principal amount of 2.50% notes due 2027 (the “January 2027 Notes”). The January 2027 Notes were issued pursuant to the Base Indenture and the Fourth Supplemental Indenture (together, the “January 2027 Indenture”). The January 2027 Notes will mature on January 15, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the January 2027 Indenture. The January 2027 Notes bear interest at a rate of 2.50% per year, payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2022. The January 2027 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the January 2027 Notes. The January 2027 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior to the January 2027 Notes. The January 2027 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The January 2027 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The January 2027 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the January 2027 Notes and the Successor Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, if a change of control repurchase event, as defined in the January 2027 Indenture, occurs prior to maturity, holders of the January 2027 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the January 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the January 2027 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
March 2028 Notes
On January 21, 2025, the Company issued $650.0 million aggregate principal amount of its 6.100% notes due 2028 (the “March 2028 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 Rule 144A under the Securities Act and non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. When initially issued, the March 2028 Notes were not registered under the Securities Act and could not be offered or sold in the United States absent registration or an applicable exemption from registration.
The March 2028 Notes were issued pursuant to the Base Indenture and the Fifth Supplemental Indenture (together , the “March 2028 Indenture”). The March 2028 Notes will mature on March 15, 2028 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the March 2028 Indenture. The March 2028 Notes bear interest at a rate of 6.100% per year payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2025. Concurrent with the issuance of the March 2028 Notes, the Company entered into a Registration Rights Agreement (the “March 2028 Registration Rights Agreement”) for the benefit of the purchasers of the March 2028 Notes. Pursuant to the terms of the March 2028 Registration Rights Agreement, the Company filed a registration statement with the SEC and, on December 9, 2025, commenced an offer to exchange the notes initially issued on January 21, 2025 for newly issued registered notes with substantially similar terms, which expired on January 9, 2026 and was completed promptly thereafter.
The March 2028 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the March 2028 Notes and the Successor Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the March 2028 Indenture.
In addition, if a change of control repurchase event, as defined in the March 2028 Indenture, occurs prior to maturity, holders of the March 2028 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the aggregate principal amount of the March 2028 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.
In connection with the issuance of the March 2028 Notes, on January 21, 2025, the Company entered into a bilateral interest rate swap. The notional amount of the interest rate swap is $650.0 million. The Company will receive fixed rate interest at 6.100% and pay variable rate interest based on SOFR plus 1.767%. The interest rate swap matures on February 15, 2028. For the year ended December 31, 2025, the Company made periodic payments of $35.6 million. The interest expense related to the March 2028 Notes is equally offset by the proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of December 31, 2025, the interest rate swap had a fair value of $12.1 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in net carrying value of the March 2028 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations.
Notes Assumed in the Mergers
On March 24, 2025, in connection with the Mergers, the Company entered into a Second Supplemental Indenture (the “OTF II Supplemental Indenture”) relating to the Company’s assumption of the April 2029 Notes (as defined below). Also on March 24, 2025, in connection with the Mergers, the Company entered into an assumption agreement (the “OTF II Note Assumption Agreement”) relating to the Company’s assumption of the September 2028 Notes (as defined below).
September 2028 Notes
On September 27, 2023, OTF II entered into a Note Purchase Agreement (the “September 2028 Notes Note Purchase Agreement”) governing the issuance of $75.0 million in aggregate principal amount of September 2028 Notes, due September 27, 2028, with a fixed interest rate of 8.50% per year (the “ September 2028 Notes”), to qualified institutional investors in a private placement. As of September 27, 2023, the September 2028 Notes were guaranteed by OR Tech Lending II LLC, ORTF II FSI LLC and ORTF II BC 2 LLC, subsidiaries of the Company. On March 24, 2025, the Company entered into the OTF II Note Assumption Agreement for the benefit of the Noteholders (as defined in the September 2028 Notes Note Purchase Agreement) pursuant to which the Company unconditionally and expressly assumed, confirmed and agreed to perform and observe each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, duties and liabilities of OTF II under the September 2028 Notes Note Purchase Agreement, under the September 2028 Notes and under any documents, instruments or agreements executed and delivered or furnished by OTF II in connection therewith, and to be bound by all waivers made by OTF II with respect to any matter set forth therein.
Interest on the September 2028 Notes will be due semiannually on March 27 and September 27 each year. The September 2028 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 September 2028 Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The September 2028 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 September 2028 Notes 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 test, 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 September 2028 Notes Note Purchase Agreement) occurs, the September 2028 Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the September 2028 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 September 2028 Notes Note Purchase Agreement) occurs, the September 2028 Notes will bear interest at a fixed rate per annum which is 1.50% above the stated rate of the September 2028 Notes from the date of the occurrence of the Secured Debt Ratio Event to and until the date on which the Secured Debt Ratio 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 September 2028 Notes will bear interest at a fixed rate per annum which is
2.00% above the stated rate of the September 2028 Notes from the date 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.
April 2029 Notes
On April 4, 2024, OTF II issued $700.0 million aggregate principal amount of its 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. On March 24, 2025, the Company entered into the OTF II Second Supplemental Indenture by and between the Successor Trustee, effective as of the closing of the Mergers. Pursuant to the Second Supplemental Indenture, the Company expressly assumed the obligations of OTF II for the due and punctual payment of the principal of, and premium, if any, and interest on all the April 2029 Notes outstanding, and the due and punctual performance and observance of all of the covenants and conditions of the April 2029 Indenture (as defined below).
The April 2029 Notes were issued pursuant to an Indenture (the “OTF II Base Indenture”) and a First Supplemental Indenture, dated as of April 4, 2024 (the “April 2029 First Supplemental Indenture” and together with the OTF II Base Indenture, the “April 2029 Indenture”), between OTF II and the Trustee. The April 2029 Notes will mature on April 4, 2029, unless repurchased or redeemed in accordance with their terms prior to such date. The April 2029 Notes bear interest at a rate of 6.750% per year payable semi-annually on April 4 and October 4 of each year, commencing on October 4, 2024. Concurrent with the issuance of the April 2029 Notes, OTF II entered into a Registration Rights Agreement (the “April 2029 Notes Registration Rights Agreement”) for the benefit of the purchasers of the April 2029 Notes. Pursuant to the April 2029 Notes Registration Rights Agreement, OTF II filed a registration statement with the SEC and, on December 23, 2024, commenced an offer to exchange the notes initially issued on April 4, 2024 for newly issued registered notes with substantially similar terms, which expired on January 24, 2025 and was completed promptly thereafter.
The April 2029 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the April 2029 Notes. The April 2029 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior to the April 2029 Notes. The April 2029 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The April 2029 Notes are structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The April 2029 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the April 2029 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the April 2029 Notes and the Successor Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the OTF II Indenture.
In addition, if a change of control repurchase event, as defined in the OTF II Indenture, occurs prior to maturity, holders of the April 2029 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the April 2029 Notes at a repurchase price equal to 100% of the aggregate principal amount of the April 2029 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
In connection with the issuance of the April 2029 Notes, on April 4, 2024 OTF II 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 6.750% and pay variable rate interest based on SOFR plus 2.565%. The interest rate swap matures on March 4, 2029. For the year ended December 31, 2025, the Company made periodic payments of $3.0 million. The interest expense related to the April 2029 Notes is equally offset by the proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of December 31, 2025, the interest rate swap had a fair value of $14.6 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in net carrying value of the April 2029 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations.
Maturity of Debt Obligations
The table below presents a summary of the Company’s contractual payment obligations under credit facilities and notes as of December 31, 2025:
| Payments Due by Period | |||||||||||||||||||||||||||||
| ($ in thousands) | Total | Less than 1 year | 1-3 years | 3-5 years | After 5 years | ||||||||||||||||||||||||
| Revolving Credit Facility | $ | 1,480,000 | $ | — | $ | — | $ | 1,480,000 | $ | — | |||||||||||||||||||
| SPV Asset Facility I | 700,000 | — | — | — | 700,000 | ||||||||||||||||||||||||
| SPV Asset Facility II | 325,000 | — | — | 325,000 | — | ||||||||||||||||||||||||
| SPV Asset Facility III | 624,500 | — | — | — | 624,500 | ||||||||||||||||||||||||
| SPV Asset Facility IV | 200,000 | — | — | 200,000 | — | ||||||||||||||||||||||||
| Athena CLO II | 375,000 | — | — | — | 375,000 | ||||||||||||||||||||||||
| Athena CLO IV | 240,000 | — | — | — | 240,000 | ||||||||||||||||||||||||
| Athena CLO V | 300,000 | — | — | — | 300,000 | ||||||||||||||||||||||||
| June 2026 Notes | 375,000 | 375,000 | — | — | — | ||||||||||||||||||||||||
| January 2027 Notes | 300,000 | — | 300,000 | — | — | ||||||||||||||||||||||||
| March 2028 Notes | 650,000 | — | 650,000 | — | — | ||||||||||||||||||||||||
| September 2028 Notes | 75,000 | — | 75,000 | — | — | ||||||||||||||||||||||||
| April 2029 Notes | 700,000 | — | — | 700,000 | — | ||||||||||||||||||||||||
| Total Contractual Obligations | $ | 6,344,500 | $ | 375,000 | $ | 1,025,000 | $ | 2,705,000 | $ | 2,239,500 | |||||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Mar 6, 2025 | |
| 2023 | Mar 6, 2024 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.