Blue Owl Technology Finance Corp. (OTF) announced the successful closing of its merger with Blue Owl Technology Finance Corp. II. This strategic move establishes OTF as the largest software-focused BDC, boasting over $12 billion in total assets at fair value and investments in 180 portfolio companies, calculated on a pro forma combined basis as of December 31, 2024.
Craig W. Packer, Chief Executive Officer of OTF, highlighted the significance of the merger, stating, “This merger creates the largest software lending BDC and represents a significant step in the evolution of the Blue Owl Credit platform. We would like to thank all of our shareholders for their support in the completion of this transaction. We look forward to leveraging the increased scale of the combined company to continue to deliver attractive risk-adjusted returns while enhancing our positioning for a potential liquidity event in the future.”
Erik Bissonnette, President of OTF, added, “We have delivered strong portfolio performance, excellent credit quality and attractive returns to shareholders since launching our software strategy in 2018. We remain confident that the combined company’s increased scale will continue to serve as a competitive advantage for our software lending strategy moving forward.”
As part of the merger agreement, OTF II shareholders received 0.9113 shares of OTF common stock for each share of OTF II common stock, alongside a cash payment for fractional shares. The exchange ratio was determined using the closing net asset value per share for OTF and OTF II as of March 23, 2025. Post-merger, legacy OTF shareholders own approximately 46% of the combined company, while former OTF II shareholders hold about 54% at closing.
Supporting the merger, Blue Owl Technology Credit Advisors LLC, OTF’s advisor, has agreed to reimburse $4.75 million in fees and expenses associated with the transaction.
RBC Capital Markets and Truist Securities, Inc. served as the lead financial advisors to the special committee of independent directors of OTF. ING Financial Markets LLC and Sumitomo Mitsui Banking Corporation also acted as co-financial advisors. Eversheds Sutherland (US) LLP provided legal counsel to OTF’s special committee of independent directors. Morgan Stanley & Co. LLC and Greenhill, a Mizuho affiliate, were the lead financial advisors for the special committee of independent directors of OTF II, with MUFG Bank, Ltd also acting as a co-financial advisor. Stradley Ronon Stevens & Young, LLP served as legal counsel to the special committee of independent directors of OTF II, and Kirkland & Ellis LLP provided legal counsel to the investment advisers of OTF and OTF II.
About Blue Owl Technology Finance Corp.
Blue Owl Technology Finance Corp. (OTF) specializes in debt and equity investments within the U.S. technology sector, with a specific focus on software companies. As of December 31, 2024, OTF had investments in 148 portfolio companies, with a combined fair value of $6.4 billion. OTF is regulated as a business development company under the Investment Company Act of 1940, as amended. The company is externally managed by Blue Owl Technology Credit Advisors LLC, a registered investment adviser affiliated with Blue Owl Capital Inc. (NYSE: OWL) and part of Blue Owl’s Credit platform.
