ortf-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

FORM 10-Q

______________________________________________________________________________


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

For the period ended June 30, 2023


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

For the transition period from to

Commission File Number 000-55977

______________________________________________________________________________

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 definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 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 August 9, 2023, the registrant had 105,016,062 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 June 30, 2023 (Unaudited) and December 31, 2022	3
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	4
	Consolidated Schedules of Investments as of June 3 0 , 2023 (Unaudited) and December 31, 2022	5
	Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	22
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)	23
	Notes to Consolidated Financial Statements (Unaudited)	24
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	75
Item 4.	Controls and Procedures	76

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	77
Item 1A.	Risk Factors	77
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	77
Item 3.	Defaults Upon Senior Securities	77
Item 4.	Mine Safety Disclosures	77
Item 5.	Other Information	77
Item 6.	Exhibits	78
Signatures		79

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 rising interest rates, elevated inflation rates, ongoing supply chain and labor market disruptions, instability in the U.S. and international banking systems, and the risk of recession on 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;

•interest rate volatility, including the decommissioning of LIBOR, 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”);

•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

•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 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. CONSOLIDATED 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)


	June 30, 2023 (Unaudited)		December 31, 2022
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $2,966,861 and $2,447,946, respectively)	$	2,957,006	$	2,432,901
Non-controlled, affiliated investments (amortized cost of $56,387 and $31,683, respectively)	56,332		31,633
Total investments at fair value (amortized cost of $3,023,248 and $2,479,629, respectively)	3,013,338		2,464,534
Cash	56,896		28,065
Interest receivable	22,059		19,616
Dividend income receivable	1,368		173

Subscription receivable	—		880
Prepaid expenses and other assets	492		564
Total Assets	$	3,094,153	$	2,513,832
Liabilities
Debt (net of unamortized debt issuance costs of $16,908 and $17,589, respectively)	$	1,479,905	$	1,228,803
Management fee payable	11,735		8,986
Distribution payable	25,800		13,527
Incentive fee payable	4,263		2,622
Payables to affiliates	1,760		2,030
Payable for investments purchased	4,950		27,731
Accrued expenses and other liabilities	8,675		5,555
Total Liabilities	$	1,537,088	$	1,289,254
Commitments and contingencies (Note 7)
Net Assets
Common shares $0.01 par value, 500,000,000 shares authorized; 105,016,062 and 84,656,386 shares issued and outstanding, respectively	$	1,050	$	847
Additional paid-in-capital	1,523,045		1,218,582
Total accumulated undistributed earnings	32,970		5,149
Total Net Assets	1,557,065		1,224,578
Total Liabilities and Net Assets	$	3,094,153	$	2,513,832
Net Asset Value Per Share	$	14.83	$	14.47

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 June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022(1)
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income	$	71,109	$	5,115	$	132,158	$	6,103
Payment-in-kind interest income	5,334		737		8,102		927
Dividend income	4,884		—		4,884		—
Payment-in-kind dividend income	5,260		2,766		18,295		3,674
Other income	329		97		958		180
Total investment income from non-controlled, non-affiliated investments	86,916		8,715		164,397		10,884
Investment income from non-controlled, affiliated investments:


Dividend income	557		—		557		—

Total investment income from non-controlled, affiliated investments	557		—		557		—
Total Investment Income	87,473		8,715		164,954		10,884
Expenses
Interest expense	$	30,778	$	2,187	$	56,729	$	2,495
Management fees	11,735		3,819		22,841		6,136
Incentive fees	4,253		(6)		8,090		—
Offering expenses	30		68		80		117
Professional fees	1,106		326		1,955		601
Directors' fees	197		266		393		541

Other general and administrative	911		570		1,814		875
Total Expenses	49,010		7,230		91,902		10,765
Net Investment Income (Loss) Before Taxes	38,463		1,485		73,052		119
Income tax expense (benefit), including excise tax expense (benefit)	88		—		242		—
Net Investment Income (Loss) After Taxes	38,375		1,485		72,810		119
Net Change in Unrealized Gain (Loss)
Non-controlled, non-affiliated investments	$	(10,369)	$	(9,238)	$	3,568	$	(9,175)
Non-controlled, affiliated investments	(12)		—		(4)		—
Translation of assets and liabilities in foreign currencies	(54)		(90)		(693)		(157)
Income tax (provision) benefit	(2)		—		(4)		—
Total Net Change in Unrealized Gain (Loss)	(10,437)		(9,328)		2,867		(9,332)
Net Realized Gain (Loss):
Non-controlled, non-affiliated investments	$	—	$	24	$	(2)	24

Foreign currency transactions	(172)		(64)		1,081		$	4
Total Net Realized Gain (Loss)	(172)		(40)		1,079		28
Total Net Realized and Change in Unrealized Gain (Loss)	$	(10,609)	$	(9,368)	$	3,946	$	(9,304)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	27,766	$	(7,883)	$	76,756	$	(9,185)
Earnings (Loss) Per Share - Basic and Diluted	$	0.29	$	(0.35)	$	0.85	$	(0.59)
Weighted Average Shares Outstanding - Basic and Diluted	96,771,850		22,817,928		90,787,707		15,494,408

(1)The Company was initially capitalized on November 30, 2021 and commenced investing activities in January 2022.

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

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of June 30, 2023

(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(9)	First lien senior secured loan	S +	5.75%	9/2029	$	67,192	$	65,954	$	66,520	4.3	%
ManTech International Corporation(14)(15)(16)	First lien senior secured delayed draw term loan	S +	5.75%	9/2024	—		(142)		—		—	%
ManTech International Corporation(14)(15)	First lien senior secured revolving loan	S +	5.75%	9/2028	—		(149)		(86)		—	%


					67,192		65,663		66,434		4.3	%
Application Software
Anaplan, Inc.(8)	First lien senior secured loan	S +	6.50%	6/2029	130,890		129,728		130,890		8.4	%
Anaplan, Inc.(14)(15)	First lien senior secured revolving loan	S +	6.50%	6/2028	—		(78)		—		—	%
Armstrong Bidco Limited (dba The Access Group)(12)(21)	First lien senior secured loan	SA +	5.25%	6/2029	6,756		6,392		6,705		0.4	%
Armstrong Bidco Limited (dba The Access Group)(12)(14)(16)(21)	First lien senior secured delayed draw term loan	SA +	5.25%	6/2025	3,097		2,928		3,084		0.2	%
Avalara, Inc.(9)	First lien senior secured loan	S +	7.25%	10/2028	104,545		103,117		104,023		6.7	%
Avalara, Inc.(14)(15)	First lien senior secured revolving loan	S +	7.25%	10/2028	—		(139)		(52)		—	%
CDK Global, Inc.(5)(9)	First lien senior secured loan	S +	4.25%	7/2029	19,900		19,367		19,831		1.3	%
Community Brands ParentCo, LLC(8)	First lien senior secured loan	S +	5.50%	2/2028	12,591		12,389		12,465		0.8	%
Community Brands ParentCo, LLC(14)(15)(16)	First lien senior secured delayed draw term loan	S +	5.50%	2/2024	—		(12)		—		—	%
Community Brands ParentCo, LLC(14)(15)	First lien senior secured revolving loan	S +	5.50%	2/2028	—		(12)		(8)		—	%
Coupa Holdings, LLC(8)	First lien senior secured loan	S +	7.50%	2/2030	84,811		82,744		82,691		5.3	%
Coupa Holdings, LLC(14)(15)(16)	First lien senior secured delayed draw term loan	S +	7.50%	8/2024	—		(90)		(95)		—	%
Coupa Holdings, LLC(14)(15)	First lien senior secured revolving loan	S +	7.50%	2/2029	—		(137)		(145)		—	%
Fullsteam Operations, LLC(9)	First lien senior secured delayed draw term loan	S +	7.50% (3.00% PIK)	10/2027	52,313		51,270		52,836		3.4	%
Grayshift, LLC(8)(21)	First lien senior secured loan	S +	8.00%	7/2028	113,502		111,876		111,232		7.1	%
Grayshift, LLC(14)(15)(21)	First lien senior secured revolving loan	S +	7.50%	7/2028	—		(48)		(116)		—	%
Quartz Acquireco, LLC (dba Qualtrics)(8)	First lien senior secured loan	S +	3.50%	4/2030	5,000		4,951		4,950		0.3	%
Zendesk, Inc.(9)	First lien senior secured loan	S +	7.00% (3.50% PIK)	11/2028	92,461		90,755		90,843		5.8	%
Zendesk, Inc.(14)(15)(16)	First lien senior secured delayed draw term loan	S +	6.50%	11/2024	—		(766)		(172)		—	%
Zendesk, Inc.(14)(15)	First lien senior secured revolving loan	S +	6.50%	11/2028	—		(170)		(165)		—	%
					625,866		614,065		618,797		39.7	%
Beverages
Innovation Ventures HoldCo, LLC(8)	First lien senior secured loan	S +	6.25%	3/2027	10,000		9,854		9,825		0.6	%


					10,000		9,854		9,825		0.6	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of June 30, 2023

(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

Building products
EET Buyer, Inc. (dba e-Emphasys)(9)	First lien senior secured loan	S +	6.50%	11/2027	9,626	9,486	9,626	0.6	%
EET Buyer, Inc. (dba e-Emphasys)(14)(15)	First lien senior secured revolving loan	S +	6.50%	11/2027	—	(12)	—	—	%

					9,626	9,474	9,626	0.6	%





Commercial Services & Supplies
SimpliSafe Holding Corporation(8)	First lien senior secured loan	S +	6.25%	5/2028	20,370	20,036	20,218	1.3	%
SimpliSafe Holding Corporation(14)(15)(16)	First lien senior secured delayed draw term loan	S +	6.25%	5/2024	—	(21)	—	—	%

					20,370	20,015	20,218	1.3	%
Construction & Engineering
Dodge Construction Network LLC(9)	First lien senior secured loan	S +	4.75%	2/2029	9,900	9,774	7,920	0.5	%


					9,900	9,774	7,920	0.5	%
Consumer Finance
Affirm, Inc.(5)(21)(22)	Senior convertible notes	N/A		11/2026	25,000	18,314	18,475	1.2	%


					25,000	18,314	18,475	1.2	%
Diversified Consumer Services
Sophia, L.P.(8)	First lien senior secured loan	S +	4.25%	10/2027	9,900	9,819	9,875	0.6	%



					9,900	9,819	9,875	0.6	%
Diversified Financial Services
BTRS Holdings Inc. (dba Billtrust)(9)	First lien senior secured loan	S +	8.00%	12/2028	62,962	61,171	61,702	4.0	%
BTRS Holdings Inc. (dba Billtrust)(9)(14)(16)	First lien senior secured delayed draw term loan	S +	8.00%	12/2024	1,280	1,280	1,173	0.1	%
BTRS Holdings Inc. (dba Billtrust)(8)(14)	First lien senior secured revolving loan	S +	7.25%	12/2028	2,351	2,167	2,216	0.1	%
Computer Services, Inc. (dba CSI)(9)	First lien senior secured loan	S +	6.75%	11/2029	124,688	122,343	123,129	7.9	%
Hg Genesis 9 SumoCo Limited(11)(21)	Unsecured facility	E +	7.00% PIK	3/2027	48,376	48,557	48,376	3.1	%
Juniper Square, Inc.(10)	First lien senior secured loan	S +	8.50% PIK	12/2026	35,361	34,510	34,654	2.2	%
Juniper Square, Inc.(14)(15)	First lien senior secured revolving loan	S +	8.50%	12/2026	—	(39)	(45)	—	%
Smarsh Inc.(10)	First lien senior secured loan	S +	6.50%	2/2029	25,905	25,687	25,775	1.7	%
Smarsh Inc.(10)(14)(16)	First lien senior secured delayed draw term loan	S +	6.50%	2/2024	3,238	3,183	3,222	0.2	%
Smarsh Inc.(14)(15)	First lien senior secured revolving loan	S +	6.50%	2/2029	—	(2)	(1)	—	%
					304,161	298,857	300,201	19.3	%
Diversified Support Services
CoreTrust Purchasing Group LLC(8)	First lien senior secured loan	S +	6.75%	10/2029	25,891	25,412	25,632	1.6	%
CoreTrust Purchasing Group LLC(14)(15)(16)	First lien senior secured delayed draw term loan	S +	6.75%	9/2024	—	(17)	—	—	%
CoreTrust Purchasing Group LLC(14)(15)	First lien senior secured revolving loan	S +	6.75%	10/2029	—	(64)	(38)	—	%
					25,891	25,331	25,594	1.6	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of June 30, 2023

(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

Electrical Equipment
BCPE Watson (DE) ORML, LP(10)(21)(24)	First lien senior secured loan	S +	6.50%	7/2028	125,000	123,913	124,375	8.0	%


					125,000	123,913	124,375	8.0	%





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	143,618	141,007	141,822	9.1	%
Circana Group, L.P. (fka The NPD Group, L.P.)(8)(14)	First lien senior secured revolving loan	S +	5.75%	12/2027	725	575	612	—	%




					144,343	141,582	142,434	9.1	%
Health Care Equipment & Supplies
PerkinElmer U.S. LLC(9)	First lien senior secured loan	S +	6.75%	3/2029	45,669	44,789	44,870	2.9	%


					45,669	44,789	44,870	2.9	%
Health Care Providers & Services
Covetrus Inc.(9)	Second lien senior secured loan	S +	9.25%	10/2030	75,000	73,546	72,563	4.7	%
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(8)	First lien senior secured loan	S +	5.50%	3/2025	9,962	9,962	9,888	0.6	%
Engage Debtco Limited(9)(21)	First lien senior secured loan	S +	5.75%	7/2029	20,000	19,555	19,650	1.3	%
Natural Partners, LLC(9)(21)	First lien senior secured loan	S +	6.00%	11/2027	9,197	9,049	9,105	0.6	%
Natural Partners, LLC(14)(15)(21)	First lien senior secured revolving loan	S +	6.00%	11/2027	—	(11)	(7)	—	%
OneOncology LLC(9)	First lien senior secured loan	S +	6.25%	6/2030	7,937	7,818	7,810	0.5	%
OneOncology LLC(14)(15)(16)	First lien senior secured delayed draw term loan	S +	6.25%	12/2024	—	(18)	(10)	—	%
OneOncology LLC(14)(15)	First lien senior secured revolving loan	S +	6.25%	6/2029	—	(24)	(25)	—	%
TC Holdings, LLC (dba TrialCard)(10)	First lien senior secured loan	S +	5.00%	4/2027	8,839	8,769	8,839	0.6	%
TC Holdings, LLC (dba TrialCard)(14)(15)	First lien senior secured revolving loan	S +	5.00%	4/2027	—	(8)	—	—	%
Vermont Aus Pty Ltd(9)(21)	First lien senior secured loan	S +	5.50%	3/2028	9,875	9,671	9,727	0.6	%
					140,810	138,309	137,540	8.9	%
Health Care Technology
Athenahealth Group Inc.(5)(8)	First lien senior secured loan	S +	3.50%	2/2029	3,538	3,259	3,401	0.2	%
Athenahealth Group Inc.(5)(14)(15)(16)	First lien senior secured delayed draw term loan	S +	3.50%	8/2023	—	(33)	(15)	—	%
Color Intermediate, LLC(8)	First lien senior secured loan	S +	5.50%	10/2029	48,637	47,733	48,029	3.1	%
Hyland Software, Inc.(5)(7)	First lien senior secured loan	L +	3.50%	7/2024	13,739	13,598	13,615	0.9	%
Iconic IMO Merger Sub, Inc.(9)	First lien senior secured loan	S +	6.00%	5/2029	20,690	20,327	20,534	1.3	%
Iconic IMO Merger Sub, Inc.(10)(14)(16)	First lien senior secured delayed draw term loan	S +	6.00%	5/2024	1,337	1,282	1,327	0.1	%
Iconic IMO Merger Sub, Inc.(14)(15)	First lien senior secured revolving loan	S +	6.00%	5/2028	—	(40)	(19)	—	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of June 30, 2023

(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

Imprivata, Inc.(8)	Second lien senior secured loan	S +	6.25%	12/2028	17,647	17,470	17,382	1.1	%
Interoperability Bidco, Inc. (dba Lyniate)(9)	First lien senior secured loan	S +	7.00%	12/2026	28,337	28,198	28,054	1.8	%
Interoperability Bidco, Inc. (dba Lyniate)(9)(14)	First lien senior secured revolving loan	S +	7.00%	12/2024	677	661	654	—	%
PointClickCare Technologies, Inc.(9)(21)	First lien senior secured loan	S +	4.00%	12/2027	9,875	9,755	9,875	0.6	%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(5)(8)	First lien senior secured loan	S +	3.25%	3/2028	11,808	11,307	11,528	0.7	%
					156,285	153,517	154,365	9.8	%















Insurance
AmeriLife Holdings LLC(10)	First lien senior secured loan	S +	5.75%	8/2029	18,091	17,763	17,910	1.2	%
AmeriLife Holdings LLC(10)(14)(16)	First lien senior secured delayed draw term loan	S +	5.75%	9/2024	3,015	2,948	2,985	0.2	%
AmeriLife Holdings LLC(10)(14)	First lien senior secured revolving loan	S +	5.75%	8/2028	379	340	356	—	%
Asurion, LLC(5)(7)	First lien senior secured loan	L +	3.00%	11/2024	18,718	18,068	18,688	1.2	%
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(9)	First lien senior secured loan	S +	7.50%	3/2029	37,324	36,407	36,577	2.3	%
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(14)(15)	First lien senior secured revolving loan	S +	7.50%	3/2029	—	(89)	(75)	—	%
					77,527	75,437	76,441	4.9	%





IT Services
Kaseya Inc.(8)	First lien senior secured loan	S +	6.25% (2.50% PIK)	6/2029	78,050	76,648	77,855	5.0	%
Kaseya Inc.(8)(14)(16)	First lien senior secured delayed draw term loan	S +	6.25% (2.50% PIK)	6/2024	288	245	288	—	%
Kaseya Inc.(8)(14)	First lien senior secured revolving loan	S +	5.75%	6/2029	1,181	1,101	1,169	0.1	%

					79,519	77,994	79,312	5.1	%
Life Sciences Tools & Services
Bracket Intermediate Holding Corp.(9)	First lien senior secured loan	S +	5.00%	5/2028	35,000	33,976	34,300	2.2	%


					35,000	33,976	34,300	2.2	%
Pharmaceuticals
Foundation Consumer Brands, LLC(9)	First lien senior secured loan	S +	6.25%	2/2027	18,354	18,056	18,354	1.1	%
Pacific BidCo Inc.(9)(21)	First lien senior secured loan	S +	5.75%	8/2029	8,590	8,395	8,461	0.5	%
Pacific BidCo Inc.(14)(15)(16)(21)	First lien senior secured delayed draw term loan	S +	5.75%	8/2025	—	(10)	(2)	—	%
					26,944	26,441	26,813	1.6	%
Professional Services
Proofpoint, Inc.(5)(8)	First lien senior secured loan	S +	3.25%	8/2028	3,215	3,114	3,143	0.2	%
Sensor Technology Topco, Inc. (dba Humanetics)(9)	First lien senior secured loan	S +	6.50%	5/2026	62,154	61,705	61,688	4.0	%
Sensor Technology Topco, Inc. (dba Humanetics)(11)	First lien senior secured EUR term loan	E +	6.75%	5/2026	12,207	12,066	12,115	0.8	%
Sensor Technology Topco, Inc. (dba Humanetics)(11)(14)	First lien senior secured revolving loan	E +	6.75%	5/2026	1,124	1,085	1,083	0.1	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of June 30, 2023

(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)(8)	First lien senior secured loan	S +	4.50%	8/2028	19,650		19,251		18,921		1.2	%

					98,350		97,221		96,950		6.3	%





Systems Software
Appfire Technologies, LLC(9)	First lien senior secured loan	S +	5.50%	3/2027	2,008		1,997		1,998		0.1	%
Appfire Technologies, LLC(14)(15)(16)	First lien senior secured delayed draw term loan	S +	5.50%	6/2024	—		(55)		—		—	%
Appfire Technologies, LLC(14)(15)	First lien senior secured revolving loan	S +	5.50%	3/2027	—		(10)		(4)		—	%
Barracuda Networks, Inc.(5)(9)	First lien senior secured loan	S +	4.50%	8/2029	44,775		43,564		43,132		2.8	%
Barracuda Networks, Inc.(9)	Second lien senior secured loan	S +	7.00%	8/2030	55,875		54,314		53,500		3.4	%
ConnectWise, LLC(5)(7)	First lien senior secured loan	L +	3.50%	9/2028	3,105		3,005		3,017		0.2	%
Delta TopCo, Inc. (dba Infoblox, Inc.)(10)	Second lien senior secured loan	S +	7.25%	12/2028	24,464		21,580		23,730		1.5	%
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(8)	Second lien senior secured loan	S +	6.75%	11/2027	20,000		19,803		16,750		1.1	%
Oranje Holdco, Inc. (dba KnowBe4)(9)	First lien senior secured loan	S +	7.75%	2/2029	106,818		105,273		105,216		6.9	%
Oranje Holdco, Inc. (dba KnowBe4)(14)(15)	First lien senior secured revolving loan	S +	7.75%	2/2029	—		(187)		(200)		—	%
Ping Identity Holding Corp.(8)	First lien senior secured loan	S +	7.00%	10/2029	90,909		89,646		90,000		5.9	%
Ping Identity Holding Corp.(14)(15)	First lien senior secured revolving loan	S +	7.00%	10/2028	—		(120)		(91)		—	%
Rubrik, Inc.(10)	First lien senior secured loan	S +	7.00%	6/2027	28,269		27,806		28,057		1.8	%
Rubrik, Inc.(10)(14)	First lien senior secured delayed draw term loan	S +	7.00%	6/2027	2,330		2,330		2,306		0.1	%
SailPoint Technologies Holdings, Inc.(8)	First lien senior secured loan	S +	6.25%	8/2029	136,920		134,297		135,209		8.7	%
SailPoint Technologies Holdings, Inc.(14)(15)	First lien senior secured revolving loan	S +	6.25%	8/2028	—		(223)		(163)		—	%
Securonix, Inc.(9)	First lien senior secured loan	S +	6.50%	4/2028	19,774		19,610		19,082		1.2	%
Securonix, Inc.(14)(15)	First lien senior secured revolving loan	S +	6.50%	4/2028	—		(28)		(125)		—	%
Sophos Holdings, LLC(5)(7)(21)	First lien senior secured loan	L +	3.50%	3/2027	14,840		14,331		14,708		0.9	%
Talon MidCo 2 Limited (dba Tufin)(9)(21)	First lien senior secured loan	S +	7.69%	8/2028	28,026		27,543		27,536		1.8	%
Talon MidCo 2 Limited (dba Tufin)(14)(15)(21)	First lien senior secured revolving loan	S +	7.00%	8/2028	—		(24)		(24)		—	%



					578,113		564,452		563,634		36.4	%





Total non-controlled/non-affiliated portfolio company debt investments					$	2,615,466	$	2,558,797	$	2,567,999	164.9	%

Equity Investments





Application Software
6Sense Insights, Inc.(19)(22)	Series E-1 Preferred Stock	N/A		N/A	316,128		10,001		8,364		0.5	%
Project Alpine Co-Invest Fund, LP(19)(21)(22)	LP Interest	N/A		N/A	$	9,695	9,695		10,633		0.7	%
Zoro TopCo, L.P.(19)(22)	Class A Common Units	N/A		N/A	1,051,383		10,514		10,514		0.7	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of June 30, 2023

(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

Zoro TopCo, Inc.(13)(19)	Series A Preferred Stock		12.50% PIK	N/A	12,617		13,163		13,285		0.9	%
							43,373		42,796		2.8	%















Capital Markets
Acorns Grow Incorporated(13)(18)(19)(21)	Series F Preferred Stock		5.00% PIK	N/A	572,135		10,715		10,367		0.7	%


							10,715		10,367		0.7	%















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		238		—	%

							238		238		—	%















Health Care Technology
BEHP Co-Investor II, L.P.(19)(21)(22)	LP Interest	N/A		N/A	$	1,270	1,266		1,325		0.1	%
Orange Blossom Parent, Inc.(19)(22)	Common Stock	N/A		N/A	16,667		1,667		1,710		0.1	%
Minerva Holdco, Inc.(13)(19)	Series A Preferred Stock		10.75% PIK	N/A	50,000		57,078		53,610		3.5	%
WP Irving Co-Invest, L.P.(19)(21)(22)	Partnership Units	N/A		N/A	1,250,000		1,250		1,304		0.1	%
							61,261		57,949		3.8	%




















Insurance
Accelerate Topco Holdings, LLC(19)(22)	Common Units	N/A		N/A	12,822		354		373		—	%
Coherent Group Limited(18)(19)(21)(22)	Series B Preferred Shares	N/A		N/A	153,095		16,011		16,000		1.0	%

							16,365		16,373		1.0	%





IT Services
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(13)(19)	Perpetual Preferred Stock		11.75% PIK	N/A	62,500		68,804		70,035		4.5	%


							68,804		70,035		4.5	%















Systems Software
Axonius, Inc.(18)(19)(22)	Series E Preferred Stock	N/A		N/A	1,733,274		10,032		10,000		0.6	%
Elliott Alto Co-Investor Aggregator L.P.(19)(21)(22)	LP Interest	N/A		N/A	13,060		13,136		12,373		0.8	%
Halo Parent Newco, LLC(13)(19)	Class H PIK Preferred Equity		11.00% PIK	N/A	43,655		44,098		35,955		2.3	%
Picard Holdco, Inc.(9)(19)	Series A Preferred Stock	S +	12.00% PIK	N/A	102,985		111,981		104,863		6.7	%
Project Hotel California Co-Invest Fund, L.P.(19)(21)(22)	LP Interest	N/A		N/A	$	8,061	8,061		8,058		0.5	%
Securiti, Inc.(19)(22)	Series C Preferred Shares	N/A		N/A	2,525,571		20,000		20,000		1.3	%



							207,308		191,249		12.2	%










Total non-controlled/non-affiliated portfolio company equity investments							$	408,064	$	389,007	25.0	%
Total non-controlled/non-affiliated portfolio company investments							$	2,966,861	$	2,957,006	189.9	%

Non-controlled/affiliated portfolio company investments
Equity Investments

Diversified Financial Services

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of June 30, 2023

(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

AAM Series 2.1 Aviation Feeder, LLC(14)(19)(20)(21)(22)	LLC Interest	N/A	N/A	$	4,210	4,210		4,210		0.3	%
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(14)(19)(20)(21)(22)	LLC Interest	N/A	N/A	$	1,359	1,352		1,351		0.1	%

						5,562		5,561		0.4	%
Insurance
Fifth Season Investments LLC(19)(20)	Class A Units	N/A	N/A	8		31,145		31,145		2.0	%


						31,145		31,145		2.0	%
Pharmaceuticals
LSI Financing 1 DAC(19)(20)(21)	Preferred equity	N/A	N/A	$	19,923	19,680		19,626		1.2	%


						19,680		19,626		1.2	%
Total non-controlled/affiliated portfolio company equity investments						$	56,387	$	56,332	3.6	%
Total non-controlled/affiliated portfolio company investments						$	56,387	$	56,332	3.6	%
Total Investments						$	3,023,248	$	3,013,338	193.5	%

_______________

(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 June 30, 2023, the net estimated unrealized gain for U.S. federal income tax purposes was $21.1 million based on a tax cost basis of $3.0 billion. As of June 30, 2023, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $0.2 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $21.3 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 London Interbank Offered Rate (“LIBOR” or “L”, which can include one-, three-, six- or twelve- month LIBOR), 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 LIBOR, which as of June 30, 2023 was 5.22%.

(8)The interest rate on these loans is subject to 1 month SOFR, which as of June 30, 2023 was 5.14%.

(9)The interest rate on these loans is subject to 3 month SOFR, which as of June 30, 2023 was 5.27%.

(10)The interest rate on these loans is subject to 6 month SOFR, which as of June 30, 2023 was 5.39%.

(11)The interest rate on this loan is subject to 3 month EURIBOR, which as of June 30, 2023 was 3.58%.

(12)The interest rate on this loan is subject to SONIA, which as of June 30, 2023 was 4.93%.

(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 June 30, 2023, the aggregate fair value of these securities is $445.3 million or 28.6% 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 June 30, 2023

(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 Limited

Series B Preferred Shares

April 21, 2022

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, LP

LP Interest

June 13, 2022

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

LP Interest

August 09, 2022

Securiti, Inc.

Series C Preferred Shares

July 29, 2022

WP Irving Co-Invest, L.P.

Partnership Units

May 18, 2022

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 six months ended June 30, 2023 in which the Company was an Affiliated Person of the portfolio company are as follows:


Company	Fair Value at December 31, 2022		Gross Additions (a)		Gross Reductions (b)		Net Change in Unrealized Gain/(Loss)		Fair Value at June 30, 2023		Interest Income		Dividend Income		Other Income
Non-Controlled Affiliates
AAM Series 2.1 Aviation Feeder, LLC(c)	$	348	$	3,862	$	—	$	—	$	4,210	$	—	$	—	$	—
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)	—		1,351		—		—		1,351		—		—		—
Fifth Season Investments LLC	25,110		6,035		—		—		31,145		—		381		—
LSI Financing 1 DAC	6,175		15,040		(1,585)		(4)		19,626		—		176		—
Total Non-Controlled Affiliates	$	31,633	$	26,288	$	(1,585)	$	(4)	$	56,332	$	—	$	557	$	—

_______________

(a)Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.

(b)Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.

(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.

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

(21)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of June 30, 2023, non-qualifying assets represented 16.0% 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 and SPV Asset Facilities. 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, 2022

(Amounts in thousands, except share amounts)


Company(1)(4)(24)	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(6)(11)(19)	First lien senior secured loan	S +	5.75%	9/2029	$	67,531	$	66,223	$	66,180	5.4	%
ManTech International Corporation(6)(16)(17)(18)(19)	First lien senior secured delayed draw term loan	S +	5.75%	9/2024	—		(153)		(160)		—	%
ManTech International Corporation(6)(16)(17)(19)	First lien senior secured revolving loan	S +	5.75%	9/2028	—		(163)		(172)		—	%


					67,531		65,907		65,848		5.4	%
Application Software
Anaplan, Inc.(6)(10)(19)	First lien senior secured loan	S +	6.50%	6/2029	130,890		129,654		130,563		10.6	%
Anaplan, Inc.(6)(16)(17)(19)	First lien senior secured revolving loan	S +	6.50%	6/2028	—		(86)		(24)		—	%
Armstrong Bidco Limited (dba The Access Group)(6)(14)(19)(22)	First lien senior secured loan	SA +	5.25%	6/2029	6,392		6,383		6,312		0.5	%
Armstrong Bidco Limited (dba The Access Group)(6)(14)(16)(18)(19)(22)	First lien senior secured delayed draw term loan	SA +	5.25%	6/2025	2,588		2,583		2,556		0.2	%
Avalara, Inc.(6)(11)(19)	First lien senior secured loan	S +	7.25%	10/2028	104,545		103,017		102,977		8.4	%
Avalara, Inc.(6)(16)(17)(19)	First lien senior secured revolving loan	S +	7.25%	10/2028	—		(151)		(157)		—	%
Community Brands ParentCo, LLC(6)(10)(19)	First lien senior secured loan	S +	5.75%	2/2028	12,654		12,433		12,465		1.0	%
Community Brands ParentCo, LLC(6)(16)(17)(18)(19)	First lien senior secured delayed draw term loan	S +	5.75%	2/2024	—		(13)		(8)		—	%
Community Brands ParentCo, LLC(6)(16)(17)(19)	First lien senior secured revolving loan	S +	5.75%	2/2028	—		(13)		(11)		—	%
Fullsteam Operations, LLC(6)(8)(16)(18)(19)	First lien senior secured delayed draw term loan	L +	7.50%(3.00% PIK)	5/2024	30,606		29,699		29,971		2.4	%
Grayshift, LLC(6)(10)(19)	First lien senior secured loan	S +	7.50%	7/2028	53,923		53,418		53,518		4.4	%
Grayshift, LLC(6)(16)(17)(19)	First lien senior secured revolving loan	S +	7.50%	7/2028	—		(53)		(44)		—	%
Zendesk, Inc.(6)(11)(19)	First lien senior secured loan	S +	6.50%	11/2028	91,659		89,851		89,368		7.2	%
Zendesk, Inc.(6)(16)(17)(18)(19)	First lien senior secured delayed draw term loan	S +	6.50%	11/2024	—		(837)		(344)		—	%
Zendesk, Inc.(6)(16)(17)(19)	First lien senior secured revolving loan	S +	6.50%	11/2028	—		(185)		(236)		—	%


					433,257		425,700		426,906		34.7	%
Beverages
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(6)(10)(19)	First lien senior secured loan	S +	6.25%	3/2027	10,000		9,836		9,800		0.9	%


					10,000		9,836		9,800		0.9	%










Commercial Services & Supplies
SimpliSafe Holding Corporation(6)(10)(19)	First lien senior secured loan	S +	6.25%	5/2028	20,473		20,104		20,217		1.7	%
SimpliSafe Holding Corporation(6)(16)(17)(18)(19)	First lien senior secured delayed draw term loan	S +	6.25%	5/2024	—		(23)		(6)		—	%

					20,473		20,081		20,211		1.7	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(4)(24)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)(3)	Fair Value	Percentage of Net Assets

Construction & Engineering
Dodge Construction Network, LLC(6)(12)(19)	First lien senior secured loan	S +	4.75%	2/2029	9,950	9,815	8,458	0.7	%


					9,950	9,815	8,458	0.7	%
Consumer Finance
Affirm, Inc.(5)(19)(22)(23)	Senior convertible notes	N/A		11/2026	25,000	17,491	13,735	1.1	%


					25,000	17,491	13,735	1.1	%
Diversified Consumer Services
Sophia, L.P.(6)(10)(19)	First lien senior secured loan	S +	4.25%	10/2027	9,950	9,861	9,925	0.8	%



					9,950	9,861	9,925	0.8	%
Diversified Financial Services
BTRS Holdings Inc. (dba Billtrust)(6)(11)(19)	First lien senior secured loan	S +	8.00%	12/2028	62,962	61,083	61,204	4.9	%
BTRS Holdings Inc. (dba Billtrust)(6)(16)(17)(18)(19)	First lien senior secured delayed draw term loan	S +	8.00%	12/2024	—	—	(148)	—	%
BTRS Holdings Inc. (dba Billtrust)(6)(16)(17)(19)	First lien senior secured revolving loan	S +	8.00%	12/2028	—	(200)	(187)	—	%
Hg Genesis 9 SumoCo Limited(6)(13)(19)(22)	Unsecured facility	E +	7.00% PIK	3/2027	45,124	46,324	45,124	3.7	%
Juniper Square, Inc.(6)(10)(19)	First lien senior secured loan	S +	8.50%	12/2026	33,750	32,839	32,837	2.7	%
Juniper Square, Inc.(6)(16)(17)(19)	First lien senior secured revolving loan	S +	8.50%	12/2026	—	(45)	(61)	—	%
Smarsh Inc.(6)(12)(19)	First lien senior secured loan	S +	6.50%	2/2029	25,905	25,671	25,646	2.1	%
Smarsh Inc.(6)(12)(16)(18)(19)	First lien senior secured delayed draw term loan	S +	6.50%	2/2024	3,238	3,178	3,206	0.3	%
Smarsh Inc.(6)(16)(17)(19)	First lien senior secured revolving loan	S +	6.50%	2/2029	—	(14)	(16)	—	%
					170,979	168,836	167,605	13.7	%
Diversified Support Services
CoreTrust Purchasing Group LLC(6)(11)(19)	First lien senior secured loan	S +	6.75%	10/2029	26,021	25,514	25,501	2.1	%
CoreTrust Purchasing Group LLC(6)(16)(17)(18)(19)	First lien senior secured delayed draw term loan	S +	6.75%	9/2024	—	(18)	(19)	—	%
CoreTrust Purchasing Group LLC(6)(16)(17)(19)	First lien senior secured revolving loan	S +	6.75%	10/2029	—	(72)	(76)	—	%
					26,021	25,424	25,406	2.1	%
Electrical Equipment
BCPE Watson (DE) ORML, LP(6)(12)(19)(22)(25)	First lien senior secured loan	S +	6.50%	7/2028	125,000	123,830	123,750	10.0	%


					125,000	123,830	123,750	10.0	%





Food & Staples Retailing
The NPD Group, L.P.(6)(10)(19)	First lien senior secured loan	S +	6.25% (2.75%PIK)	12/2028	142,301	139,512	139,455	11.4	%
The NPD Group, L.P.(6)(10)(16)(19)	First lien senior secured revolving loan	S +	5.75%	12/2027	1,087	920	906	0.1	%




					143,388	140,432	140,361	11.5	%
Health Care Providers & Services
CVET Midco 2, L.P.(6)(11)(19)	Second lien senior secured loan	S +	9.25%	10/2030	75,000	73,494	73,470	6.0	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(4)(24)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)(3)	Fair Value	Percentage of Net Assets

Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(6)(7)(19)	First lien senior secured loan	L +	5.50%	3/2025	9,981	9,982	9,881	0.9	%
Engage Debtco Limited(6)(11)(19)(22)	First lien senior secured loan	S +	5.75%	7/2029	20,000	19,526	19,550	1.6	%
Natural Partners, LLC(6)(9)(19)(22)	First lien senior secured loan	L +	6.00%	11/2027	9,243	9,082	9,059	0.7	%
Natural Partners, LLC(6)(16)(17)(19)(22)	First lien senior secured revolving loan	L +	6.00%	11/2027	—	(12)	(14)	—	%
TC Holdings, LLC (dba TrialCard)(6)(11)(19)	First lien senior secured loan	S +	5.00%	4/2027	8,884	8,806	8,862	0.7	%
TC Holdings, LLC (dba TrialCard)(6)(16)(17)(19)	First lien senior secured revolving loan	S +	5.00%	4/2027	—	(9)	(3)	—	%




					123,108	120,869	120,805	9.9	%
Health Care Technology
Athenahealth Group Inc.(5)(6)(10)(19)	First lien senior secured loan	S +	3.50%	2/2029	3,556	3,257	3,202	0.3	%
Athenahealth Group Inc.(5)(6)(16)(17)(18)(19)	First lien senior secured delayed draw term loan	S +	3.50%	8/2023	—	(36)	(41)	—	%
Color Intermediate, LLC(6)(11)(19)	First lien senior secured loan	S +	5.50%	10/2029	48,759	47,809	47,784	3.9	%
Hyland Software, Inc.(5)(6)(7)(19)	First lien senior secured loan	L +	3.50%	7/2024	13,811	13,611	13,608	1.1	%
Iconic IMO Merger Sub, Inc.(6)(12)(19)	First lien senior secured loan	S +	6.00%	5/2029	20,794	20,407	20,534	1.7	%
Iconic IMO Merger Sub, Inc.(6)(16)(17)(18)(19)	First lien senior secured delayed draw term loan	S +	6.00%	5/2024	—	(45)	(12)	—	%
Iconic IMO Merger Sub, Inc.(6)(12)(16)(19)	First lien senior secured revolving loan	S +	6.00%	5/2028	472	427	440	—	%
Imprivata, Inc.(6)(10)(19)	Second lien senior secured loan	S +	6.25%	12/2028	17,647	17,470	17,206	1.4	%
Interoperability Bidco, Inc. (dba Lyniate)(6)(11)(19)	First lien senior secured loan	S +	7.00%	12/2026	28,480	28,324	28,267	2.3	%
Interoperability Bidco, Inc. (dba Lyniate)(6)(8)(16)(19)	First lien senior secured revolving loan	L +	7.00%	12/2024	652	647	642	0.1	%
PointClickCare Technologies, Inc.(6)(11)(19)(22)	First lien senior secured loan	S +	4.00%	12/2027	9,925	9,793	9,751	0.8	%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(5)(6)(7)(19)	First lien senior secured loan	L +	3.25%	3/2028	11,868	11,322	11,197	0.9	%
					155,964	152,986	152,578	12.5	%















Insurance
AmeriLife Holdings LLC(6)(11)(19)	First lien senior secured loan	S +	5.75%	8/2029	18,182	17,832	17,864	1.5	%
AmeriLife Holdings LLC(6)(12)(16)(18)(19)	First lien senior secured delayed draw term loan	S +	5.75%	9/2024	3,030	2,958	2,966	0.2	%
AmeriLife Holdings LLC(6)(16)(17)(19)	First lien senior secured revolving loan	S +	5.75%	8/2028	—	(43)	(40)	—	%
Asurion, LLC(6)(7)(19)	First lien senior secured loan	L +	3.00%	11/2024	27,927	26,703	27,089	2.2	%
					49,139	47,450	47,879	3.9	%





IT Services
Kaseya Inc.(6)(11)(19)	First lien senior secured loan	S +	5.75%	6/2029	78,050	76,577	77,270	6.3	%
Kaseya Inc.(6)(16)(17)(18)(19)	First lien senior secured delayed draw term loan	S +	5.75%	6/2024	—	(44)	—	—	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(4)(24)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)(3)	Fair Value	Percentage of Net Assets

Kaseya Inc.(6)(16)(17)(19)	First lien senior secured revolving loan	S +	5.75%	6/2029	—	(87)	(47)	—	%

					78,050	76,446	77,223	6.3	%





Pharmaceuticals
Foundation Consumer Brands, LLC(6)(8)(19)	First lien senior secured loan	L +	5.50%	2/2027	8,644	8,646	8,622	0.7	%
Pacific BidCo Inc.(6)(11)(19)(22)	First lien senior secured loan	S +	5.75%	8/2029	8,590	8,384	8,397	0.7	%
Pacific BidCo Inc.(6)(16)(17)(18)(19)(22)	First lien senior secured delayed draw term loan	S +	5.75%	8/2025	—	(11)	(10)	—	%
					17,234	17,019	17,009	1.4	%
Professional Services
Proofpoint, Inc.(5)(6)(8)(19)	First lien senior secured loan	L +	3.25%	8/2028	3,232	3,122	3,100	0.3	%
Sovos Compliance, LLC(6)(7)(19)	First lien senior secured loan	L +	4.50%	8/2028	19,750	19,319	18,170	1.5	%

					22,982	22,441	21,270	1.8	%
Specialty Retail
CDK Global, Inc.(5)(6)(11)(19)	First lien senior secured loan	S +	4.50%	7/2029	20,000	19,432	19,796	1.6	%
Vermont Aus Pty Ltd(6)(11)(19)(22)	First lien senior secured loan	S +	5.50%	3/2028	9,925	9,704	9,677	0.8	%

					29,925	29,136	29,473	2.4	%
Systems Software
Appfire Technologies, LLC(6)(11)(16)(18)(19)	First lien senior secured delayed draw term loan	S +	5.50%	6/2024	998	991	991	0.1	%
Appfire Technologies, LLC(6)(11)(16)(19)	First lien senior secured revolving loan	S +	5.50%	3/2027	47	36	41	—	%
Appfire Technologies, LLC(6)(16)(17)(18)(19)	First lien senior secured delayed draw term loan	S +	5.50%	6/2024	—	(61)	—	—	%
Barracuda Networks, Inc.(6)(11)(19)	First lien senior secured loan	S +	4.50%	8/2029	45,000	43,707	43,313	3.5	%
Barracuda Networks, Inc.(6)(11)(19)	Second lien senior secured loan	S +	7.00%	8/2030	55,875	54,248	53,361	4.4	%
Computer Services, Inc. (dba CSI)(6)(11)(19)	First lien senior secured loan	S +	6.75%	11/2029	125,000	122,537	122,500	9.9	%
ConnectWise, LLC(5)(6)(7)(19)	First lien senior secured loan	L +	3.50%	9/2028	3,120	3,011	2,957	0.2	%
Delta TopCo, Inc. (dba Infoblox, Inc.)(6)(11)(19)	Second lien senior secured loan	S +	7.25%	12/2028	24,464	21,410	22,751	1.9	%
Help/Systems Holdings, Inc.(6)(11)(19)	Second lien senior secured loan	S +	6.75%	11/2027	20,000	19,802	18,000	1.5	%
Ping Identity Holding Corp.(6)(10)(19)	First lien senior secured loan	S +	7.00%	10/2029	90,909	89,575	89,545	7.3	%
Ping Identity Holding Corp.(6)(16)(17)(19)	First lien senior secured revolving loan	S +	7.00%	10/2028	—	(132)	(136)	—	%
Rubrik, Inc.(6)(11)(19)	First lien senior secured loan	S +	6.50%	6/2027	28,269	27,755	27,987	2.3	%
Rubrik, Inc.(6)(11)(16)(19)	First lien senior secured delayed draw term loan	S +	7.00%	6/2027	1,374	1,374	1,342	0.1	%
SailPoint Technologies Holdings, Inc.(6)(10)(19)	First lien senior secured loan	S +	6.25%	8/2029	136,920	134,139	134,182	10.9	%
SailPoint Technologies Holdings, Inc.(6)(16)(17)(19)	First lien senior secured revolving loan	S +	6.25%	8/2028	—	(245)	(261)	—	%
Securonix, Inc.(6)(11)(19)	First lien senior secured loan	S +	6.50%	4/2028	19,774	19,596	19,576	1.6	%

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(4)(24)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(2)(3)		Fair Value		Percentage of Net Assets

Securonix, Inc.(6)(16)(17)(19)	First lien senior secured revolving loan	S +	6.50%	4/2028	—		(31)		(36)		—	%
Sophos Holdings, LLC(6)(8)(19)(22)	First lien senior secured loan	L +	3.50%	3/2027	14,923		14,350		14,438		1.2	%
Talon MidCo 2 Limited (dba Tufin)(6)(12)(19)(22)	First lien senior secured loan	S +	7.69%	8/2028	27,641		27,118		27,157		2.2	%
Talon MidCo 2 Limited (dba Tufin)(6)(16)(17)(18)(19)(22)	First lien senior secured delayed draw term loan	S +	7.69%	8/2024	—		—		(2)		—	%
Talon MidCo 2 Limited (dba Tufin)(6)(16)(17)(19)(22)	First lien senior secured revolving loan	S +	7.00%	8/2028	—		(26)		(24)		—	%



					594,314		579,154		577,682		47.1	%





Total non-controlled/non-affiliated portfolio company debt investments					$	2,112,265	$	2,062,714	$	2,055,924	167.9	%

Equity Investments





Application Software
6Sense Insights, Inc.(19)(20)(23)	Series E-1 Preferred Stock	N/A		N/A	316		10,001		9,344		0.8	%
Project Alpine Co-Invest Fund, LP(19)(20)(22)(23)	LP Interest	N/A		N/A	9,695,168		9,695		9,690		0.8	%
Zoro TopCo, Inc.(19)(20)(23)	Class A Common Units	N/A		N/A	1,051,383		10,514		10,514		0.9	%
Zoro TopCo, L.P.(15)(19)(20)	Series A Preferred Stock		12.50%	N/A	12,617		12,175		12,175		1.0	%
							42,385		41,723		3.5	%















Capital Markets
Acorns Grow Incorporated(15)(20)(22)	Series F Preferred Stock		5.00% PIK	N/A	572,135		10,455		10,359		0.8	%


							10,455		10,359		0.8	%















Diversified Financial Services
Amergin Asset Management, LLC(19)(20)(22)(23)	Class A Units	N/A		N/A	50,000,000		—		—		—	%
Juniper Square, Inc.(19)(20)(23)	Warrants	N/A		N/A	40,984		238		238		—	%

							238		238		—	%















Health Care Technology
BEHP Co-Investor II, L.P.(19)(20)(22)(23)	LP Interest	N/A		N/A	1,270		1,266		1,270		0.1	%
Orange Blossom Parent, Inc.(19)(20)(23)	Common Stock	N/A		N/A	16,667		1,667		1,667		0.1	%
Minerva Holdco, Inc.(15)(19)(20)	Series A Preferred Stock		10.75% PIK	N/A	50,000		52,526		48,102		3.9	%
WP Irving Co-Invest, L.P.(19)(20)(22)(23)	Partnership Units	N/A		N/A	1,250,000		1,250		1,250		0.1	%
							56,709		52,289		4.2	%




















Insurance
Accelerate Topco Holdings, LLC(19)(20)(23)	Common Units	N/A		N/A	12,320		340		340		—	%
Coherent Group Limited(20)(22)(23)	Series B Preferred Shares	N/A		N/A	153,095		16,002		15,436		1.3	%

							16,342		15,776		1.3	%





IT Services
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(15)(19)(20)	Perpetual Preferred Stock		11.75% PIK	N/A	62,500		61,015		61,719		5.0	%


							61,015		61,719		5.0	%















Systems Software

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(4)(24)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)(3)		Fair Value		Percentage of Net Assets

Axonius, Inc.(20)(23)	Series E Preferred Stock	N/A		N/A	1,733,274	10,032		10,000		0.8	%
Elliott Alto Co-Investor Aggregator L.P.(19)(20)(22)(23)	LP Interest	N/A		N/A	13,060	13,098		13,060		1.1	%
Halo Parent Newco, LLC(15)(20)	Class H PIK Preferred Equity		11.00% PIK	N/A	43,621	42,864		39,901		3.3	%
Picard Holdco, LLC(15)(19)(20)	Series A Preferred Stock		12.50% PIK	N/A	102,985	104,033		103,858		8.5	%
Project Hotel California Co-Invest Fund, L.P.(19)(20)(22)(23)	LP Interest	N/A		N/A	8,060,655	8,061		8,054		0.7	%
Securiti, Inc.(19)(20)(23)	Series C Preferred Shares	N/A		N/A	2,526	20,000		20,000		1.6	%



						198,088		194,873		16.0	%










Total non-controlled/non-affiliated portfolio company equity investments						$	385,232	$	376,977	30.8	%
Total non-controlled/non-affiliated portfolio company investments						$	2,447,946	$	2,432,901	198.7	%

Non-controlled/affiliated portfolio company investments
Equity Investments

Diversified Financial Services
AAM Series 2.1 Aviation Feeder, LLC(16)(19)(20)(21)(22)(23)	LLC Interest	N/A		N/A	349	349		348		—	%
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(16)(19)(20)(21)(22)(23)	LLC Interest	N/A		N/A	—	—		—		—	%

						349		348		—	%
Insurance
Fifth Season Investments LLC(19)(20)(21)(23)	Class A Units	N/A		N/A	8	25,110		25,110		2.1	%


						25,110		25,110		2.1	%
Pharmaceuticals
LSI Financing 1 DAC(19)(20)(21)(22)(23)	Preferred equity	N/A		N/A	6,174,611	6,224		6,175		0.5	%


						6,224		6,175		0.5	%
Total non-controlled/affiliated portfolio company equity investments						$	31,683	$	31,633	2.6	%
Total non-controlled/affiliated portfolio company investments						$	31,683	$	31,633	2.6	%
Total Investments						$	2,479,629	$	2,464,534	201.3	%

_______________

(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, 2022, the net estimated unrealized loss for U.S. federal income tax purposes was $3.5 million based on a tax cost basis of $2.5 billion. As of December 31, 2022, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $10.1 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $6.6 million.

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

(5)Level 2 investment.

(6)Loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”, which can include one-, three-, six- ot twelve- month LIBOR), 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 LIBOR, which as of December 31, 2022 was 4.39%.

(8)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2022 was 4.77%.

(9)The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2022 was 5.14%.

Blue Owl Technology Finance Corp. II

Consolidated Schedule of Investments

As of December 31, 2022

(Amounts in thousands, except share amounts)

(10)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2022 was 4.36%.

(11)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2022 was 4.59%.

(12)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2022 was 4.78%.

(13)The interest rate on this loan is subject to 3 month EURIBOR, which as of December 31, 2022 was 2.13%.

(14)The interest rate on this loan is subject to SONIA, which as of December 31, 2022 was 3.43%.

(15)Contains a fixed-rate structure.

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

(17)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.

(18)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.

(19)Represents co-investment 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.”

(20)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, 2022, the aggregate fair value of these securities is $408.6 million or 33.4% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

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 Limited

Series B Preferred Shares

April 21, 2022

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, LLC

Series A Preferred Stock

September 29, 2022

Project Alpine Co-Invest Fund, LP

LP Interest

June 13, 2022

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

LP Interest

August 09, 2022

Securiti, Inc.

Series C Preferred Shares

July 29, 2022

WP Irving Co-Invest, L.P.

Partnership Units

May 18, 2022

Zoro TopCo, Inc.

Class A Common Units

November 22, 2022

Zoro TopCo, L.P.

Series A Preferred Stock

November 22, 2022

_______________

(21)Under the Investment Company Act of 1940, as amended (the "1940 Act"), the Company is deemed to be an "Affiliated Person" of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% 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, 2022 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, 2022

(Amounts in thousands, except share amounts)


Company	Fair Value at December 31, 2021		Gross Additions (a)		Gross Reductions(b)		Net Change in Unrealized Gain/(Loss)		Fair Value at December 31, 2022		Interest Income		Dividend Income		Other Income
Non-Controlled Affiliates
AAM Series 2.1 Aviation Feeder, LLC(c)	$	—	$	349	$	—	$	(1)	$	348	$	—	$	—	$	—
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)	—		—		—		—		—		—		—		—
Fifth Season Investments LLC	—		25,110		—		—		25,110		—		66		—
LSI Financing 1 DAC	—		6,224		—		(49)		6,175		—		—		—
Total Non-Controlled Affiliates	$	—	$	31,683	$	—	$	(50)	$	31,633	$	—	$	66	$	—

_______________

(22)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (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, 2022, non-qualifying assets represented 14.0% of total assets as calculated in accordance with the regulatory requirements.

(23)Investment is non-income producing.

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

(25)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 June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022(1)
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)	$	38,375	$	1,485	$	72,810	$	119
Net change in unrealized gain (loss)	(10,437)		(9,328)		2,867		(9,332)
Net realized gain (loss)	(172)		(40)		1,079		28
Net Increase (Decrease) in Net Assets Resulting from Operations	27,766		(7,883)		76,756		(9,185)
Distributions
Distributions declared from earnings	(25,678)		—		(48,936)		—
Net Decrease in Net Assets Resulting from Shareholders' Distributions	(25,678)		—		(48,936)		—
Capital Share Transactions
Issuance of common shares	299,993		300,000		299,993		575,000

Reinvestment of distributions	2,940		—		4,674		—
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions	302,933		300,000		304,667		575,000
Total Increase (Decrease) in Net Assets	305,021		292,117		332,487		565,815
Net Assets, at beginning of period	1,252,044		317,716		1,224,578		44,018
Net Assets, at end of period	$	1,557,065	$	609,833	$	1,557,065	$	609,833

(1)The Company was initially capitalized on November 30, 2021 and commenced investing activities in January 2022.

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 Six Months Ended June 30,
		2023		2022(1)
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations		$	76,756	$	(9,185)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net		(558,209)		(834,856)
Proceeds from investments and investment repayments, net		45,559		58,762
Net amortization/accretion of premium/discount on investments		(4,663)		(493)
Net change in unrealized (gain) loss on investments		(3,564)		9,175
Net change in unrealized (gains) losses on translation of assets and liabilities in foreign currencies		693		157
Net realized (gain) loss on investments		2		(24)
Paid-in-kind interest and dividends		(26,308)		(4,243)
Amortization of debt issuance costs		2,711		689
Amortization of offering costs		80		117
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable		(2,443)		(2,547)
(Increase) decrease in dividend income receivable		(1,195)		(184)
(Increase) decrease in investments funded in advance		—		(121,068)

(Increase) decrease in prepaid expenses and other assets		41		(90)
Increase (decrease) in management fee payable		2,749		4,042
Increase (decrease) in incentive fee payable		1,641		—
Increase (decrease) in payables to affiliates		(270)		575
Increase (decrease) in payable for investments purchased		(22,781)		8,314
Increase (decrease) in accrued expenses and other liabilities		3,120		1,241
Net cash used in operating activities		(486,081)		(889,618)
Cash Flows from Financing Activities
Borrowings on debt		1,098,604		605,887
Payments on debt		(850,497)		(85,000)
Debt issuance costs		(2,030)		(10,236)
Proceeds from issuance of common shares (net of change in subscriptions receivable)		300,873		572,785
Offering costs paid		(49)		(149)
Distributions paid		(31,989)		—
Net cash provided by financing activities		514,912		1,083,287
Net increase in cash		28,831		193,669
Cash, beginning of period		28,065		44,830
Cash, end of period		$	56,896	$	238,499
Supplemental and Non-Cash Information
Interest paid during the period		$	51,566	$	1,043
Distributions declared during the period		$	48,936	$	—
Reinvestment of distributions during the period		$	4,674	$	—
Distributions Payable		$	25,800	$	—

(1)The Company was initially capitalized on November 30, 2021 and commenced investing activities in January 2022.

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 (f/k/a Owl Rock 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 is intended to hold a California finance lenders license. OR Tech Lending II LLC is intended to originate loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.

Blue Owl Technology Credit Advisors II LLC (f/k/a Owl Rock Technology 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, a division of Blue Owl which focuses on direct lending. The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Captial, which focuses on providing capital to institutional alternative asset managers and (3) Real Estate, which focuses on 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 Offering. 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 was adopted by the SEC in January 2021 and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company complied with the mandatory provisions of Rule 2a-5 by the September 2022 compliance date. Additionally, commencing with the fourth quarter of 2022, 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

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

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

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.

Foreign Currency

Foreign currency amounts are translated into U.S. dollars on the following basis:

•cash, fair value of investments, outstanding debt, other assets and liabilities: at the spot exchange rate on the last business day of the period; and

•purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.

The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations with the change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under the Company’s 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.

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

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

For the three months ended June 30, 2023, PIK interest and PIK dividend income earned was $5.3 million and $5.3 million representing 6.1% and 6.0% of investment income, respectively. For the three months ended June 30, 2022, PIK interest and PIK dividend income earned was $0.7 million and $2.8 million representing 8.5% and 31.7% of investment income, respectively.

For the six months ended June 30, 2023, PIK interest and PIK dividend income earned was $8.1 million and $18.3 million representing 4.9% and 11.1% of investment income, respectively. For the three months ended June 30, 2022, PIK interest and PIK dividend income earned was $0.9 million and $3.7 million representing 8.5% and 33.8% 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. As of June 30, 2023, no investments are on non-accrual status.

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

Other Income

From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are generally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies.

Organization Expenses

Costs associated with the organization of the Company are expensed as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.

Offering Expenses

Costs associated with the offering of common shares of the Company are capitalized as deferred offering expenses and are included in prepaid expenses and other assets in the Consolidated Statements of Assets and Liabilities and are amortized over a twelve-month period from incurrence. Expenses for any additional offerings are deferred and amortized as incurred. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.

Debt Issuance Costs

The Company records origination and other expenses related to its debt obligations as debt issuance costs. These expenses are deferred and amortized utilizing the effective yield method, over the life of the related debt instrument. Debt issuance costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

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 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, 2022. 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 GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848),” which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

December 31, 2022. ASU No. 2021-01 provides increased clarity as the Company continues to evaluate the transition of reference rates and is currently evaluating the impact of adopting ASU No. 2020-04 and 2021-01 on the consolidated financial statements.

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. The Company is currently evaluating the impact of adopting ASU No. 2022-03 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 8, 2023, 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.

For the three months ended June 30, 2023 and 2022, the Company incurred expenses of approximately $0.7 million and $0.5 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the six months ended June 30, 2023 and 2022, the Company incurred expenses of approximately $1.4 million and $0.8 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.

As of June 30, 2023 and December 31, 2022, amounts reimbursable to the Adviser pursuant to the Administration Agreement were $1.8 million and $2.0 million, respectively.

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

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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 8, 2023, 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 June 30, 2023 and 2022, management fees were $11.7 million and $3.8 million, respectively. For the six months ended June 30, 2023 and 2022, management fees were $22.8 million and $6.1 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 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

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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 and six months ended June 30, 2023 performance based incentive fees based on net investment income were $4.3 million and $8.1 million, respectively. The Company did not incur performance based incentive fees based on net investment income for the three and six months ended ended June 30, 2022.

The second component of the Incentive Fee, the “Capital Gains Incentive Fee,” payable at the end of each calendar year in arrears, equals, (i) prior to an Exchange Listing, 10% of cumulative realized capital gains from the initial closing date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the initial closing date to the end of each calendar year, and (ii) subsequent to an Exchange Listing, 17.5% of cumulative realized capital gains from the Listing Date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year. Each year, the fee paid for the Capital Gains Incentive Fee is net of the aggregate amount of any previously paid Capital Gains Incentive Fee for prior periods. While the Investment Advisory Agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive fee, as required by U.S. GAAP, the Company accrues capital gains incentive fees on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if the Company's entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized. The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated. For the sole purpose of calculating the Capital Gains Incentive Fee, the cost basis as of the initial closing date for all of the Company’s investments made prior to the initial closing date will be equal to the fair value of such investments as of the last day of the calendar quarter in which the initial closing date occurs; provided, however, that in no event will the Capital Gains Fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.

For the three months ended June 30, 2023 and 2022, the Company reversed previously accrued performance based incentive fees based on capital gains of $10 thousand and $6 thousand, respectively. The Company did not accrue performance based incentive fees based on capital gains for the six months ended June 30, 2023 and 2022.

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 (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 Company has received an amendment to its Order to permit it 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 Advisor, 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 overlap in the Company’s investment portfolio and the investment portfolio of the business development companies, private funds and

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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 (“Fifth Season”), and LSI Financing 1 DAC (“LSI Financing”).

Amergin was created to invest in a leasing platform focused on railcar and aviation assets. Amergin consists of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. The Company made a $20.0 million equity commitment to Amergin AssetCo on July 1, 2022. The Company’s investment in Amergin is a co-investment made 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 Amergin AssetCo.

Fifth Season is a portfolio company created to invest in life settlement assets. On July 18, 2022, the Company made a $5.2 million equity commitment to Fifth Season. The Company increased its investment in Fifth Season on October 17, 2022, November 9, 2022, November 15, 2022, November 29, 2022, February 9, 2023, May 3, 2023, June 1, 2023, June 13, 2023, and June 20, 2023 by $20.6 million, $0.5 million, $2.1 million, $2.0 million, $1.5 million, $1.5 million, $1.0 million, $1.0 million, and $1.0 million respectively. The Company’s investment in Fifth Season 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 interest in Fifth Season.

LSI Financing is a portfolio company formed to acquire a contractual right to revenue pursuant to an earnout agreement in the life sciences space. On December 14, 2022, the Company made a $6.2 million investment in LSI Financing. The Company increased its investment in LSI Financing on February 17, 2023, February 24, 2023, and March 16, 2023 by $2.8 million, $0.3 million and $11.9 million, respectively. 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

Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, "non-affiliated investments" are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the consolidated schedule of investments.

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Notes to Consolidated Financial Statements (Unaudited) - Continued

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:


	June 30, 2023				December 31, 2022
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments	$	2,305,213	$	2,317,223	$	1,812,475	$	1,812,277
Second-lien senior secured debt investments	186,713		183,925		186,424		184,788
Unsecured debt investments	66,871		66,851		63,815		58,859
Preferred equity investments(1)	381,563		362,105		345,327		337,069
Common equity investments(2)	82,888		83,234		71,588		71,541
Total Investments	$	3,023,248	$	3,013,338	$	2,479,629	$	2,464,534

(1)Includes equity investment in LSI Financing.

(2)Includes equity investments in Amergin AssetCo and Fifth Season

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:


	June 30, 2023		December 31, 2022
Aerospace & Defense	2.2	%	2.7	%
Application Software	22.0		19.0

Beverages	0.3		0.4
Building Products	0.3		—
Capital Markets	0.3		0.4
Commercial Services & Supplies	0.7		0.8
Construction & Engineering	0.3		0.3
Consumer Finance	0.6		0.6
Diversified Consumer Services	0.3		0.4
Diversified Financial Services(1)	10.3		6.8
Diversified Support Services	0.8		1.0
Electrical Equipment	4.1		5.1
Food & Staples Retailing	4.7		5.8
Health Care Equipment & Supplies	1.5		—
Health Care Technology	7.0		8.3
Health Care Providers & Services	4.6		4.9



Insurance(2)	4.1		3.6

IT Services	5.0		5.6
Life Sciences Tools & Services	1.1		—
Pharmaceuticals(3)	1.5		0.9
Professional Services	3.2		0.9


Specialty Retail	—		1.2
Systems Software	25.1	%	31.3	%


Total	100.0	%	100.0	%

_______________

(1)Includes equity investment in Amergin AssetCo.

(2)Includes equity investment in Fifth Season.

(3)Includes equity investment in LSI Financing.

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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:


	June 30, 2023		December 31, 2022
United States:
Midwest	7.2	%	6.0	%
Northeast	25.9		25.8
South	29.9		32.3
West	26.9		28.9
International	10.1	%	7.0	%









Total	100.0	%	100.0	%

Note 5. Fair Value of Investments

Investments

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


	Fair Value Hierarchy as of June 30, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	—	$	149,969	$	2,167,254	$	2,317,223
Second-lien senior secured debt investments	—		—		183,925		183,925
Unsecured debt investments	—		18,475		48,376		66,851
Preferred equity investments(1)	—		—		362,105		362,105
Common equity investments(2)	—		—		83,234		83,234
Total Investments at fair value	$	—	$	168,444	$	2,844,894	$	3,013,338

(1)Includes equity investment in LSI Financing.

(2)Includes equity investments in Amergin and Fifth Season.


	Fair Value Hierarchy as of December 31, 2022
($ in thousands)	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	—	$	53,819	$	1,758,458	$	1,812,277
Second-lien senior secured debt investments	—		—		184,788		184,788
Unsecured debt investments	—		13,735		45,124		58,859
Preferred equity investments(1)	—		—		337,069		337,069
Common equity investments(2)	—		—		71,541		71,541
Total Investments at fair value	$	—	$	67,554	$	2,396,980	$	2,464,534

(1)Includes equity investment in LSI Financing.

(2)Includes equity investment in Amergin and Fifth Season.

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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 June 30, 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	$	1,958,386	$	185,037	$	46,980	$	368,697	$	74,195	$	2,633,295
Purchases of investments, net	222,937		—		—		8		8,792		231,737
Payment-in-kind	4,072		—		1,187		7,089		—		12,348
Proceeds from investments, net	(19,990)		—		—		(1,585)		—		(21,575)
Net change in unrealized gain (loss)	603		(1,259)		209		(12,242)		247		(12,442)
Net realized gains (losses)	—		—		—		—		—		—
Net amortization/accretion of premium/discount on investments	1,246		147		—		138		—		1,531
Transfers into (out of) Level 3(1)	—		—		—		—		—		—
Fair value, end of period	$	2,167,254	$	183,925	$	48,376	$	362,105	$	83,234	$	2,844,894

(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the three months ended June 30, 2023, 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 June 30, 2022
($ 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	$	131,075	$	17,762	$	44,172	$	115,465	$	—	$	308,474
Purchases of investments, net	376,446		41,801		—		80,721		12,218		511,186
Payment-in-kind	—		—		754		2,583		—		3,337
Proceeds from investments, net	(44,779)		(13,977)		—		—		—		(58,756)
Net change in unrealized gain (loss)	(1,990)		(244)		(2,679)		(4,660)		(8)		(9,581)
Net realized gains (losses)	24		—		—		—		—		24
Net amortization/accretion of premium/discount on investments	135		16		13		41		—		205
Transfers into (out of) Level 3(1)	—		—		—		—		—		—
Fair value, end of period	$	460,911	$	45,358	$	42,260	$	194,150	$	12,210	$	754,889

(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the three months ended June 30, 2022, there were no transfers between levels.

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Notes to Consolidated Financial Statements (Unaudited) - Continued


	As of and for the Six Months Ended June 30, 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	527,239		—		—		19,664		11,300		558,203
Payment-in-kind	6,207		—		2,218		17,883		—		26,308
Proceeds from investments, net	(34,074)		—		—		(1,585)		—		(35,659)
Net change in unrealized gain (loss)	10,102		(1,152)		1,020		(11,200)		393		(837)
Net realized gains (losses)	(2)		—		—		—		—		(2)
Net amortization/accretion of premium/discount on investments	2,334		289		14		274		—		2,911
Transfers into (out of) Level 3(1)	(103,010)		—		—		—		—		(103,010)
Fair value, end of period	$	2,167,254	$	183,925	$	48,376	$	362,105	$	83,234	$	2,844,894

(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the six months ended June 30, 2023, 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 Six Months Ended June 30, 2022
($ 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	$	—	$	—	$	—	$	—	$	—	$	—
Purchases of investments, net	507,497		59,563		43,918		195,213		12,218		818,409
Payment-in-kind	—		—		754		3,490		—		4,244
Proceeds from investments, net	(44,785)		(13,977)		—		—		—		(58,762)
Net change in unrealized gain (loss)	(1,977)		(244)		(2,428)		(4,607)		(8)		(9,264)
Net realized gains (losses)	24		—		—		—		—		24
Net amortization of discount on investments	152		16		16		54		—		238
Transfers into (out of) Level 3(1)	—		—		—		—		—		—
Fair value, end of period	$	460,911	$	45,358	$	42,260	$	194,150	$	12,210	$	754,889

(1)Transfers between levels, if any, are recognized at the beginning of the period noted. For the six months ended June 30, 2022, there were no transfers between levels.

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 June 30, 2023 on Investments Held at June 30, 2023		Net change in unrealized gain (loss) for the Three Months Ended June 30, 2022 on Investments Held at June 30, 2022
First-lien senior secured debt investments	$	603	$	(1,990)
Second-lien senior secured debt investments	(1,259)		(244)
Unsecured debt investments	209		(2,679)
Preferred equity investments	(12,242)		(4,659)
Common equity investments	247		(8)
Total Investments	$	(12,442)	$	(9,580)

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued


($ in thousands)	Net change in unrealized gain (loss) for the Six Months Ended June 30, 2023 on Investments Held at June 30, 2023		Net change in unrealized gain (loss) for the Six Months Ended June 30, 2022 on Investments Held at June 30, 2022
First-lien senior secured debt investments	$	10,102	$	(1,976)
Second-lien senior secured debt investments	(1,152)		(244)
Unsecured debt investments	1,020		(2,428)
Preferred equity investments	(11,200)		(4,607)
Common equity investments	393		(8)
Total Investments	$	(837)	$	(9,263)

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.

June 30, 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

198,726

Recent Transaction

Transaction Price

98.0% - 99.7% (98.5%)

Increase

1,968,528

Yield Analysis

Market Yield

9.5% - 27.9% (12.4%)

Decrease

Second-lien senior secured debt investments

183,925

Yield Analysis

Market Yield

12.8% - 21.9% (16.3%)

Decrease

Unsecured debt investments

48,376

Yield Analysis

Market Yield

11.5% - 11.5% (11.5%)

Decrease

Preferred equity investments

27,990

Recent Transaction

Transaction Price

83.6% - 100.0% (95.1%)

Increase

277,748

Yield Analysis

Market Yield

11.5% - 22.7% (17.7%)

Decrease

56,367

Market Approach

Revenue Multiple

8.5x - 33.0x (21.0x)

Increase

Common equity investments

36,705

Recent Transaction

Transaction Price

100.0% - 100.0% (100.0%)

Increase

17,086

Market Approach

EBITDA Multiple

9.3x - 33.5x (13.0x)

Increase

29,443

Market Approach

Revenue Multiple

6.8x - 15.8x (11.7x)

Increase

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

December 31, 2022

($ 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

544,947

Recent Transaction

Transaction Price

97.2% - 98.5% (98.0%)

Increase

1,213,511

Yield Analysis

Market Yield

8.2% - 19.3% (11.5%)

Decrease

Second-lien senior secured debt investments

73,470

Recent Transaction

Transaction Price

98.0% - 98.0% (98.0%)

Increase

111,318

Yield Analysis

Market Yield

12.6% - 19.2% (15.6%)

Decrease

Unsecured debt investments

45,124

Yield Analysis

Market Yield

10.8% - 10.8% (10.8%)

Decrease

Preferred equity investments

18,350

Recent Transaction

Transaction Price

96.5% - 100.0% (97.7%)

Increase

253,581

Yield Analysis

Market Yield

11.9% - 20.6% (16.7%)

Decrease

65,138

Market Approach

Revenue Multiple

8.5x - 38.5x (26.8x)

Increase

Common equity investments

36,211

Recent Transaction

Transaction Price

100.0% - 100.0% (100.0%)

Increase

17,586

Market Approach

EBITDA Multiple

11.4x - 31.6x (14.4x)

Increase

17,744

Market Approach

Revenue Multiple

11.0x - 16.6x (14.1x)

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 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:


	June 30, 2023				December 31, 2022
($ in thousands)	Net Carrying Value(1)		Fair Value		Net Carrying Value(2)		Fair Value
Subscription Credit Facility	$	723,164	$	723,164	$	767,139	$	767,139
Revolving Credit Facility	66,667		66,667		120,667		120,667
SPV Asset Facility I	492,693		492,693		293,878		293,878
SPV Asset Facility II	197,381		197,381		47,119		47,119

Total Debt	$	1,479,905	$	1,479,905	$	1,228,803	$	1,228,803

(1)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, and SPV Asset Facility II are presented net of unamortized debt issuance costs of $1.8 million, $5.1 million, $7.3 million, and $2.6 million respectively.

(2)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, and SPV Asset Facility II are presented net of unamortized debt issuance costs of $2.9 million, $5.7 million, $6.1 million, and $2.9 million respectively.

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


($ in thousands)	June 30, 2023		December 31, 2022
Level 1	$	—	$	—
Level 2	—		—
Level 3	1,479,905		1,228,803
Total Debt	$	1,479,905	$	1,228,803

Financial Instruments Not Carried at Fair Value

As of June 30, 2023, the carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value due to their short maturities.

Note 6. Debt

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of June 30, 2023 and December 31, 2022, the Company’s asset coverage was 203% and 196%, respectively.

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


	June 30, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Subscription Credit Facility	$	800,000	$	725,000	$	75,000	$	723,164
Revolving Credit Facility	625,000		71,814		553,186		66,667
SPV Asset Facility I	700,000		500,000		100,930		492,693
SPV Asset Facility II	300,000		200,000		53,980		197,381
Total Debt	$	2,425,000	$	1,496,814	$	783,096	$	1,479,905

(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, and SPV Asset Facility II are presented net of unamortized debt issuance costs of $1.8 million, $5.1 million, $7.3 million, and $2.6 million respectively.

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued


	December 31, 2022
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available		Net Carrying Value
Subscription Credit Facility	$	800,000	$	770,015	$	29,985	$	767,139
Revolving Credit Facility	625,000		126,377		498,623		120,667
SPV Asset Facility I	600,000		300,000		54,288		293,878
SPV Asset Facility II	300,000		50,000		5,637		47,119

Total Debt	$	2,325,000	$	1,246,392	$	588,533	$	1,228,803

(1)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, and SPV Asset Facility II are presented net of unamortized debt issuance costs of $2.9 million, $5.7 million, $6.1 million, and $2.9 million respectively.

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


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
($ in thousands)	2023			2022			2023			2022
Interest expense	$	29,389		$	1,584		$	54,018		$	1,806
Amortization of debt issuance costs	1,389			603			2,711			689
Total Interest Expense	$	30,778		$	2,187		$	56,729		$	2,495
Average interest rate	7.4		%	4.1		%	7.2		%	3.9		%
Average daily borrowings	$	1,562,296		$	152,199		$	1,490,233		$	91,637

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 million (increased from $700 million to $800 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 $1.5 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 million to $50 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.

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 (each a “Lender” and collectively, the “Lenders”), Truist Bank as Administrative Agent, Truist Securities, Inc., ING Capital LLC, Sumitomo Mitsui Banking Corporation and MUFG Bank, LTD, as Joint Bookrunners and Joint Lead Arrangers.

The Revolving Credit Facility is guaranteed by each of OR Tech Lending II LLC, ORTF II BC 1 LLC and ORTF II BC 2 LLC, each a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

by the Company (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 maximum principal amount of the Revolving Credit Facility is $625 million (increased from $600 million to $625 million on November 16, 2022), subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $1.25 billion through the exercise by the 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 million limit for swingline loans, with the aggregate principal amount of outstanding swingline loans of any swingline lender being limited to up to $50 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 June 9, 2026 (“Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on June 9, 2027 (“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 term SOFR plus a margin, or the Prime Rate plus a margin. The Company may elect either the term SOFR or Prime Rate at the time of drawdown, and loans denominated in U.S. dollars 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 plus an applicable margin. The Company will also pay a fee of 0.375% on average 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 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, measured at the last day of any fiscal quarter.

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 February 23, 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 $700 million (increased from $600 million to $700 million on February 22, 2023) which, subject to the satisfaction of certain conditions, may be increased to up to $1 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.

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

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.

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 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.

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 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.

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

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.

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. 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.

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	June 30, 2023		December 31, 2022
($ in thousands)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	$	8,641	$	10,000
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	5,790		9,652
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	1,515		1,515
AmeriLife Holdings LLC	First lien senior secured revolving loan	1,894		2,273
Anaplan, Inc.	First lien senior secured revolving loan	9,421		9,421
Appfire Technologies, LLC	First lien senior secured revolving loan	816		770
Appfire Technologies, LLC	First lien senior secured delayed draw term loan	7,163		8,183
Armstrong Bidco Limited (dba The Access Group)	First lien senior secured delayed draw term loan	428		747
Athenahealth Group Inc.	First lien senior secured delayed draw term loan	436		436
Avalara, Inc.	First lien senior secured revolving loan	10,455		10,455
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured delayed draw term loan	4,043		5,322
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured revolving loan	4,365		6,716
Circana Group, L.P. (fka The NPD Group, L.P.)	First lien senior secured revolving loan	8,335		7,973
Community Brands ParentCo, LLC	First lien senior secured delayed draw term loan	1,500		1,500
Community Brands ParentCo, LLC	First lien senior secured revolving loan	750		750
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		—
Coupa Holdings, LLC	First lien senior secured revolving loan	5,798		—
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)	First lien senior secured revolving loan	3,732		—
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	802		—
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	—		19,934
Grayshift, LLC	First lien senior secured revolving loan	5,806		5,806
Iconic IMO Merger Sub, Inc.	First lien senior secured delayed draw term loan	3,623		4,963
Iconic IMO Merger Sub, Inc.	First lien senior secured revolving loan	2,482		2,010
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	1,580		652

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued


Portfolio Company	Investment	June 30, 2023		December 31, 2022
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		4,725
Kaseya Inc.	First lien senior secured revolving loan	3,544		4,725
ManTech International Corporation	First lien senior secured delayed draw term loan	16,000		16,000
ManTech International Corporation	First lien senior secured revolving loan	8,600		8,600
Natural Partners, LLC	First lien senior secured revolving loan	681		681
OneOncology LLC	First lien senior secured delayed draw term loan	2,976		—
OneOncology LLC	First lien senior secured revolving loan	1,587		—
Oranje Holdco, Inc. (dba KnowBe4)	First lien senior secured revolving loan	13,352		—
Pacific BidCo Inc.	First lien senior secured delayed draw term loan	954		954
Ping Identity Holding Corp.	First lien senior secured revolving loan	9,091		9,091
Rubrik, Inc.	First lien senior secured delayed draw term loan	901		1,857
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	4,414		—
SimpliSafe Holding Corporation	First lien senior secured delayed draw term loan	2,572		2,572
Smarsh Inc.	First lien senior secured delayed draw term loan	3,238		3,238
Smarsh Inc.	First lien senior secured revolving loan	259		1,619
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	—		118
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan	1,071		1,071
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		$	230,805	$	224,510

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

Investor Commitments

As of June 30, 2023, the Company had approximately $4.1 billion in total Capital Commitments from investors (approximately $2.6 billion undrawn), of which $53.3 million is from entities affiliated with or related to the Adviser (approximately $15.7 million undrawn). As of December 31, 2022, the Company had approximately $3.5 billion in total Capital Commitments from investors (approximately $2.3 billion undrawn), of which $50.5 million is from entities affiliated with or related to the Adviser (approximately $16.9 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. At June 30, 2023, 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.

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.

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

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

For the Six Months Ended June 30, 2023

Capital Drawdown Notice Date

Common Share Issuance Date

Number of Common
Shares Issued

Aggregate Offering Price
($ in thousands)

April 25, 2023

May 8, 2023

20,039,585

299,993


	For the Six Months Ended June 30, 2022
Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued	Aggregate Offering Price ($ in thousands)
January 28, 2022	February 11, 2022	8,710,668	$	125,000
March 16, 2022	March 29, 2022	10,408,213	150,000
June 14, 2022	June 28, 2022	21,201,413	300,000


Total		40,320,294	$	575,000

Distributions

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

For the Six Months Ended June 30, 2023

Date Declared

Record Date

Payment Date

Distribution per Share

February 21, 2023

March 31, 2023

May 15, 2023

0.27

May 9, 2023

June 30, 2023

August 15, 2023

0.24

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 Six Months Ended June 30, 2023

Date Declared

Record Date

Payment Date

November 1, 2022

December 30, 2022

January 31, 2023

121,031

February 21, 2023

March 31, 2023

May 15, 2023

199,060

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 June 30,				For the Six Months Ended June 30,
($ in thousands, except per share amounts)	2023		2022		2023		2022(1)
Increase (decrease) in net assets resulting from operations	$	27,766	$	(7,883)	$	76,756	$	(9,185)
Weighted average shares of common stock outstanding—basic and diluted	96,771,850		22,817,928		90,787,707		15,494,408
Earnings (loss) per common share-basic and diluted	$	0.29	$	(0.35)	$	0.85	$	(0.59)

(1)The Company was initially capitalized on November 30, 2021 and commenced operations on December 1, 2021 with the initial closing of its Private Offering.

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 at least 90% of the Company’s investment company taxable

Blue Owl Technology Finance Corp. II

Notes to Consolidated Financial Statements (Unaudited) - Continued

income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain tax treatment as a RIC, the 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 and six months ended June 30, 2023, the Company recorded U.S. federal excise tax expense of $88 thousand and $242 thousand, respectively. For the three and six months ended June 30, 2022, the Company did not recorded U.S. federal excise tax.

Taxable Subsidiaries

Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three and six months ended June 30, 2023, the Company recorded a net tax benefit of approximately $1 thousand. For the three and six months ended June 30, 2022, the Company did not record a net tax benefit (provision).

The Company recorded a net deferred tax asset of $1 thousand as of June 30, 2023, 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 did not record a net deferred tax asset (liability) for tax subsidiaries as of December 31, 2022.

Note 11. Financial Highlights

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


	For the Six Months Ended June 30,
($ in thousands, except share and per share amounts)	2023			2022(1)
Per share data:
Net asset value, beginning of period	$	14.47		$	14.67
Net investment income (loss)(2)	0.80			0.01
Net realized and unrealized gain (loss)(2)	0.04			(0.60)
Total from operations	0.85			(0.59)
Issuance of common stock(3)	0.03			—
Distributions declared from net investment income	(0.52)			—
Total increase (decrease) in net assets	0.36			(0.59)
Net asset value, end of period	$	14.83		$	14.08
Shares outstanding, end of period	105,016,062			43,320,394
Total Return(4)	6.1		%	(4.1)		%
Ratios / Supplemental Data

Ratio of total expenses to average net assets	13.8		%	6.7		%
Ratio of net investment income to average net assets	10.9		%	0.1		%
Net assets, end of period	$	1,557,065		$	609,833
Weighted-average shares outstanding	90,787,707			15,494,408
Total capital commitments, end of period	$	4,073,277		$	1,814,448
Ratio of total contributed capital to total committed capital, end of period	37.3		%	34.2		%
Portfolio turnover rate	0.5		%	16.2		%
Year of formation	2021			2021

(1)The Company was initially capitalized on November 30, 2021 and commenced investing activities in January 2022.

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

(3)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.

(4)Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share, 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:

Articles of Amendment

Blue Owl Technology Finance Corp. II was formerly known as “Owl Rock Technology Finance Corp. II.” On June 22, 2023, the Company filed Articles of Amendment in the state of Maryland to formally change the Company’s name to “Blue Owl Technology Finance Corp. II.” The Company’s new name took effect on July 6, 2023.

Dividend

On August 8, 2023, the Board declared a distribution of 90% of estimated third quarter investment company taxable income, if any, for shareholders of record on September 29, 2023, payable on or before November 15, 2023.

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”. 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the quarter ended March 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 (f/k/a Owl Rock 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 (f/k/a Owl Rock Technology Advisors II LLC) (“the Adviser” or “our Adviser”). The Adviser is registered with 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 June 30, 2023, we had $4.1 billion in total Capital Commitments from investors, of which $53.3 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 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 Advisers”), which also are investment advisers. As of June 30, 2023, the Adviser and its affiliates had $73.8 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 Investment Committee. We consider these individuals to be our portfolio managers. The Investment Team is led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W.

Packer and is supported by certain members of the Adviser's senior executive team and the Investment Committee. The Investment Team under the 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 Investment Committee is comprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, Alexis Maged, Erik Bissonnette, Pravin Vazirani and Jon ten Oever. The Investment Committee meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by the Adviser on our behalf. In addition, the Investment Committee reviews and determines whether to make prospective investments (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 Investment Committee. Follow-on investments in existing portfolio companies may require the Investment Committee's approval beyond that obtained when the initial investment in the portfolio company was made. In addition, temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less, may require approval by the Investment Committee. The compensation packages of certain 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 (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 affiliates person of any of them (other than the parties to the transaction, except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. In addition,we have received an amendment to our Order to permit us to participate in follow-on investments in our 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 Blue Owl Credit Advisers’ investment allocation policy seeks to ensure equitable allocation of investment opportunities between us and/or other funds managed by our Adviser or its affiliates. As a result of the exemptive relief, there could be significant overlap in our investment portfolio and the investment portfolio of 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 exemptive relief 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 is intended to hold a California finance lenders license. OR Tech Lending II LLC is intended to originate loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.

We have elected to be regulated as a BDC under the 1940 Act and 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 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, including publicly traded debt instruments. 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 June 30, 2023, our Adviser or its affiliates have originated $78.0 billion aggregate principal amount of investments across multiple industries, of which $74.4 billion of aggregate principal amount of investments prior to any subsequent exits or repayments, was retained by either us or a corporation or fund advised by our Adviser or its affiliates.

We invest in a broad range of established and high growth technology companies that are capitalizing on the large and growing demand for technology products and services. These companies use technology extensively to improve business processes, applications and opportunities or seek to grow through technological developments and innovations. These companies operate in technology-related industries or sectors which include, but are not limited to, application software, systems software, healthcare information technology, technology services and infrastructure, financial technology and internet and digital media. Within each industry or sector, we intend to invest in companies that are developing or offering goods and services to businesses and consumers which utilize scientific knowledge, including techniques, skills, methods, devices and processes, to solve problems. We refer to all of these companies as “technology-related” companies and intend, under normal circumstances, to invest at least 80% of the value of our total assets in such businesses and to target portfolio companies that comprise 1-2% of our portfolio. Generally, no individual portfolio company is expected to comprise greater than 5% of our portfolio; however, from time to time certain of our investments may comprise greater than 5% of our portfolio.

We expect that generally our portfolio composition will be majority debt or income producing securities, which may include “covenant-lite” loans (as defined below), with a lesser allocation to equity or equity-linked opportunities, including publicly traded debt instruments. In addition, we may invest a portion of our portfolio in opportunistic investments 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. 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 June 30, 2023, our average investment size in each of our portfolio companies was approximately $40.7 million based on fair value. As of June 30, 2023, investments we classify as traditional financing, excluding certain investments that fall outside our typical borrower profile, represented 79.8% of our total portfolio based on fair value and these portfolio companies had weighted average annual revenue of $903 million, weighted average annual EBITDA of $189 million and a weighted average enterprise value of $5.1 billion. As of June 30, 2023, investments we classify as growth capital represented 16.0% of our total portfolio based on fair value and these portfolio companies had a weighted average enterprise value of $11.7 billion.

The companies in which we intend to make investments in will use our capital primarily to support their growth, acquisitions, market or product expansion, refinancings and/or recapitalizations. The debt in which we intend to make investments in typically will 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”.

The majority of our investments are indexed to Secured Overnight Financing Rate ("SOFR"); however, we have contracts that are indexed to London Interbank Offered Rate (“LIBOR”) and are monitoring this activity, evaluating the related risks and our exposure, and adding alternative language to contracts, where necessary. Certain contracts have an orderly market transition already in process. However, it is not possible to predict the effect of any of these developments, and any future initiatives to regulate, reform or change the manner of administration of LIBOR could result in adverse consequences to the rate of interest payable and receivable on, market value of and market liquidity for LIBOR-based financial instruments.

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 may consist of floating rate loans. Macro trends in base interest rates like LIBOR, 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.

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

•the cost of our organization and any offerings;

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

•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;

•U.S. 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 0.75x-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.

Potential 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 Advisor has teams focused on both liquid credit and private credit and these teams are able to collaborate with respect to syndicated loans.

Robust Demand for Debt Capital. According to Gartner, a research and advisory company, global technology spend was $4.4 trillion in 2022 and is expected to grow to more than $4.5 trillion in 2023. 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, rising 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. In addition, we believe the large amount of uninvested capital held by funds of private equity firms, estimated by Preqin Ltd., an alternative assets industry data and research company, to be $2.6 trillion as of June 30, 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 June 30, 2023, based on fair value, our portfolio consisted of 76.9% first lien senior secured debt investments (of which 34% we consider to be unitranche debt investments (including “last out” portions of such loans)), 6.1% second lien senior secured debt investments, 2.2% unsecured debt investments, 12.0% preferred equity investments, and 2.8% common equity investments.

As of June 30, 2023, our weighted average total yield of the portfolio at fair value and amortized cost was 12.0% and 12.0%, respectively, and our weighted average yield of debt and income producing securities at fair value and amortized cost was 12.4% and 12.4%, respectively.

As of June 30, 2023, we had investments in 74 portfolio companies with an aggregate fair value of $3.0 billion. As of June 30, 2023, we had net leverage of 0.92x debt-to-equity.

We expect the pace of our originations to vary with the pace of repayments and the pace at which we raise funds in our private offering. Currently, rapidly rising interest rates, reduced refinancing activity and market uncertainty has led to a decline in merger and acquisitions and other public market activity which in turn has led to moderate repayments over the quarter; however, because we have continued to raise funds in our private offerings, the pace of our originations is strong and 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, and on additional financings to our existing borrowers. The majority of our

investments are supported by sophisticated financial sponsors who provide operational and financial resources. In addition, the current lending environment is favorable to direct lenders, 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.

Many of the companies in which we invest have experienced relief and are expecting improved profitability from earlier supply chain disruptions resulting from the pandemic, the war between Russia and Ukraine and elements of geopolitical, economic and financial market instability. In addition, we have seen a moderation in input costs which has helped to offset the impact of rising rates and support growth. These companies are continuing to see solid demand with modest growth in both revenues and EBITDA. However, in the event that the U.S. economy enters into a protracted recession, it is possible that the results of some of the middle market companies similar to those in which we invest could experience deterioration. 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 Investment 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"). These companies may use our capital to support acquisitions which could lead to increased dividend income across well-diversified underlying portfolios. See "Specialty Financing Portfolio Companies."

We are continuing to monitor the effect that market volatility, including as a result of a rising interest rate environment and uncertainty in the banking sector may have on our portfolio companies and our investment activities. Although we anticipate that a shift in consumer demand may lead to a contraction in the economy, we believe that the rapid rise in interest rates will meaningfully benefit our net investment income as we continue to see the impact of interest rates exceeding our interest rate floors.

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


	Three Months Ended June 30,
($ in thousands)	2023			2022
New investment commitments
Gross originations	$	221,019		$	633,077
Less: Sell downs	(3,636)			(60,359)
Total new investment commitments	$	217,383		$	572,718
Principal amount of investments funded:
First-lien senior secured debt investments	$	202,024		$	324,147
Second-lien senior secured debt investments	—			29,208
Unsecured debt investments	—			25,000
Preferred equity investments	—			82,297
Common equity investments	4,454			12,210
Total principal amount of investments funded	$	206,478		$	472,862
Principal amount of investments sold or repaid:
First-lien senior secured debt investments	$	(45)		$	—
Second-lien senior secured debt investments	—			—
Unsecured debt investments	—			—
Preferred equity investments	(1,589)			—
Common equity investments	—			—
Total principal amount of investments sold or repaid	$	(1,634)		$	—
Number of new investment commitments in new portfolio companies(1)	5			16
Average new investment commitment amount	$	28,586		$	35,429
Weighted average term for new debt investment commitments (in years)	4.4			6.3
Percentage of new debt investment commitments at floating rates	100.0		%	94.7		%
Percentage of new debt investment commitments at fixed rates	—		%	5.3		%
Weighted average interest rate of new debt investment commitments(2)	11.9		%	8.0		%
Weighted average spread over applicable base rate of new debt investment commitments at floating rates	6.6		%	6.0		%

(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 5.27% and 2.12% as of June 30, 2023 and 2022, respectively.

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


	June 30, 2023				December 31, 2022
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments(1)	$	2,305,213	$	2,317,223	$	1,812,475	$	1,812,277
Second-lien senior secured debt investments	186,713		183,925		186,424		184,788
Unsecured debt investments	66,871		66,851		63,815		58,859
Preferred equity investments(2)	381,563		362,105		345,327		337,069
Common equity investments(3)	82,888		83,234		71,588		71,541
Total Investments	$	3,023,248	$	3,013,338	$	2,479,629	$	2,464,534

(1)34% and 38% of which we consider unitranche loans as of June 30, 2023 and December 31, 2022, respectively.

(2)Includes equity investment in LSI Financing

(3)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:


	June 30, 2023		December 31, 2022
Aerospace & Defense	2.2	%	2.7	%
Application Software	22.0		19.0

Beverages	0.3		0.4
Building Products	0.3		—
Capital Markets	0.3		0.4
Commercial Services & Supplies	0.7		0.8
Construction & Engineering	0.3		0.3
Consumer Finance	0.6		0.6
Diversified Consumer Services	0.3		0.4
Diversified Financial Services(1)	10.3		6.8
Diversified Support Services	0.8		1.0
Electrical Equipment	4.1		5.1
Food & Staples Retailing	4.7		5.8
Health Care Equipment & Supplies	1.5		—
Health Care Technology	7.0		8.3
Health Care Providers & Services	4.6		4.9



Insurance(2)	4.1		3.6

IT Services	5.0		5.6
Life Sciences Tools & Services	1.1		—
Pharmaceuticals(3)	1.5		0.9
Professional Services	3.2		0.9


Specialty Retail	—		1.2
Systems Software	25.1		31.3


Total	100.0	%	100.0	%

(1)Includes equity investment in Amergin AssetCo.

(2)Includes equity investment 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:


	June 30, 2023		December 31, 2022
United States:
Midwest	7.2	%	6.0	%
Northeast	25.9		25.8
South	29.9		32.3
West	26.9		28.9
International	10.1		7.0









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:


	June 30, 2023		December 31, 2022
Weighted average total yield of portfolio	12.0	%	10.9	%
Weighted average total yield of debt and income producing securities	12.4	%	11.5	%
Weighted average interest rate of debt securities	11.7	%	10.7	%
Weighted average spread over base rate of all floating rate investments	6.6	%	6.4	%

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 Investment Committee.

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


	June 30, 2023				December 31, 2022
Investment Rating	Investments at Fair Value		Percentage of Total Portfolio		Investments at Fair Value		Percentage of Total Portfolio
($ in thousands)
1	$	3,143	0.1	%	$	3,101	0.1	%
2	2,991,238		99.3		2,441,892		99.1
3	18,957		0.6		19,541		0.8
4	—		—		—		—
5	—		—		—		—
Total	$	3,013,338	100.0	%	$	2,464,534	100.0	%

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


	June 30, 2023				December 31, 2022
($ in thousands)	Amortized Cost		Percentage		Amortized Cost		Percentage
Performing	$	2,558,797	100.0	%	$	2,062,714	100.0	%
Non-accrual	—		—		—		—
Total	$	2,558,797	100.0	%	$	2,062,714	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 and aviation assets. Amergin consists

of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. We made a $20.0 million equity commitment to Amergin AssetCo on July 1, 2022. 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 settlement assets. On July 18, 2022, we made a $5.2 million equity commitment to Fifth Season. We increased our investment in Fifth Season on October 17, 2022, November 9, 2022, November 15, 2022, November 29, 2022, February 9, 2023, May 3, 2023, June 1, 2023, June 13, 2023, and June 20, 2023 by $20.6 million, $0.5 million, $2.1 million, $2.0 million, $1.5 million, $1.5 million, $1.0 million, $1.0 million, and $1.0 million respectively. 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 generally in the life sciences space. On December 14, 2022, we made a $6.2 million investment in LSI Financing. We increased our investment in LSI Financing on February 17, 2023, February 24, 2023, and March 16, 2023 by $2.8 million, $0.3 million and $11.9 million, respectively. 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 June 30,				For the Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022(1)
Total Investment Income	$	87,473	$	8,715	$	164,954	$	10,884
Less: Expenses	49,010		7,230		91,902		10,765
Net Investment Income (Loss) Before Taxes	$	38,463	$	1,485	$	73,052	$	119
Less: Income taxes, including excise taxes	88		—		242		—
Net Investment Income (Loss) After Taxes	$	38,375	$	1,485	$	72,810	$	119
Net change in unrealized gain (loss)	(10,437)		(9,328)		2,867		(9,332)
Net realized gain (loss)	(172)		(40)		1,079		28
Net Increase (Decrease) in Net Assets Resulting from Operations	$	27,766	$	(7,883)	$	76,756	$	(9,185)

(1)The Company was initially capitalized on November 30, 2021 and commenced investing activities in January 2022.

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 and six months ended June 30, 2023, 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 June 30,				For the Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022
Interest income	$	71,109	$	5,115	$	132,158	$	6,103
Payment-in-kind interest income	5,334		737		8,102		927
Dividend income	5,441		—		5,441		—
Payment-in-kind dividend income	5,260		2,766		18,295		3,674
Other income	329		97		958		180
Total investment income	$	87,473	$	8,715	$	164,954	$	10,884

For the Three Months Ended June 30, 2023 and 2022

Investment income was $87.5 million for the three months ended June 30, 2023 including PIK interest income of $5.3 million, dividend income of $5.4 million, and PIK dividend income of $5.3 million. Investment income increased from $8.7 million for the three months ended June 30, 2022 including PIK interest income of $0.7 million, and PIK dividend income of $2.8 million, primarily as a result of an increase in our investment portfolio. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.

For the Six Months Ended June 30, 2023 and 2022

Investment income was $165.0 million for the six months ended June 30, 2023 including PIK interest income of $8.1 million, dividend income of $5.4 million, and PIK dividend income of $18.3 million. Investment income increased from $10.9 million for the six months ended June 30, 2022 including PIK interest income of $0.9 million, and PIK dividend income of $3.7 million, primarily as a result of an increase in our investment portfolio. 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 June 30,				For the Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022(1)
Interest expense	$	30,778	$	2,187	$	56,729	$	2,495
Management fees	11,735		3,819		22,841		6,136
Incentive fees	4,253		(6)		8,090		—
Offering expenses	30		68		80		117
Professional fees	1,106		326		1,955		601
Directors' fees	197		266		393		541

Other general and administrative	911		570		1,814		875
Total expenses	$	49,010	$	7,230	$	91,902	$	10,765

(1)The Company was initially capitalized on November 30, 2021 and commenced investing activities in January 2022.

Under the terms of the Administration Agreement, we reimburse the Adviser for services performed for us. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and we reimburse the Adviser for any services performed for us by such affiliate or third party.

For the Three Months Ended June 30, 2023 and 2022

For the three months ended June 30, 2023 total expenses were $49.0 million, primarily due to interest expense, incurred management fees, and incentive fees. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period over period. Total expenses increased from $7.2 million for the three months ended June 30, 2022, primarily as a result of an increase in the size of our investment portfolio.

For the Six Months Ended June 30, 2023 and 2022

For the six months ended June 30, 2023 total expenses were $91.9 million, primarily due to interest expense, incurred management fees, professional fees, and incentive fees. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period over period. Total expenses increased from $10.8 million for the six months ended June 30, 2022, primarily as a result of an increase in the size of our investment portfolio.

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 and six months ended June 30, 2023, the Company accrued U.S federal excise taxes of $88 thousand and $242 thousand, respectively. For the three and six months ended June 30, 2022, the Company did not accrue U.S federal excise taxes.

Taxable Subsidiaries

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 June 30,				For the Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022
Net change in unrealized gain (loss) on investments	$	(10,381)	$	(9,238)	$	3,564	$	(9,175)
Net change in unrealized gain (loss) on translation of assets and liabilities in foreign currencies	(54)		(90)		(693)		(157)
Income tax (provision) benefit	(2)		—		(4)		—
Net change in unrealized gain (loss)	$	(10,437)	$	(9,328)	$	2,867	$	(9,332)

For the Three Months Ended June 30, 2023 and 2022

For the three months ended June 30, 2023, the net unrealized loss was primarily driven by a decrease in the fair value of certain of our equity investments, partially offset by an increase in the fair value of our debt investments. As of June 30, 2023, the fair value of our debt investments as a percentage of principal was 98.3%, as compared to 97.5% as of December 31, 2022.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended June 30, 2023 consisted of the following:


Portfolio Company	Net Change in Unrealized Gain (Loss)
($ in millions)
Affirm, Inc.	$	1,998
Fullsteam Operations, LLC	975
Anaplan, Inc.	902
Delta TopCo, Inc. (dba Infoblox, Inc.)	892
Minerva Holdco, Inc.	520
6Sense Insights, Inc.	(980)
Covetrus Inc.	(1,152)
Grayshift, LLC	(1,249)
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)	(5,438)
Picard Holdco, Inc.	(7,959)
Remaining portfolio companies	1,110
Total	$	(10,381)

For the three months ended June 30, 2022, the net unrealized loss was primarily driven by a decrease in the fair value of our investments as compared to the initial purchase. Additionally, we were initially capitalized on November 30, 2021 and commenced investing activities in January 2022. As a result, comparisons may not be meaningful.

For the Six Months Ended June 30, 2023 and 2022

For the six months ended June 30, 2023, the net unrealized gain was primarily driven by an increase in the fair value of our investments compared to December 31, 2022. The primary drivers of our portfolio’s unrealized gains were current market conditions, including credit spreads tightening across the broader market.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the six months ended June 30, 2023 consisted of the following:


Portfolio Company	Net Change in Unrealized Gain (Loss)
($ in thousands)
Affirm, Inc.	$	3,917
Grayshift, LLC	1,294
Covetrus Inc.	1,214
6Sense Insights, Inc.	1,175
Fullsteam Operations, LLC	1,070
Anaplan, Inc.	1,037
Minerva Holdco, Inc.	(961)
Delta TopCo, Inc. (dba Infoblox, Inc.)	(980)
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)	(6,430)
Picard Holdco, Inc.	(7,669)
Remaining portfolio companies	9,897
Total	$	3,564

For the six months ended June 30, 2022, the net unrealized loss was primarily driven by an decrease in the fair value of our investments as compared to the initial purchase. Additionally, we were initially capitalized on November 30, 2021 and commenced investing activities in January 2022. As a result, comparisons may not be meaningful.

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 June 30,				For the Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022
Net realized gain (loss) on investments	$	—	$	24	$	(2)	$	24
Net realized gain (loss) on foreign currency transactions	(172)		(64)		1,081		4
Net realized gain (loss)	$	(172)	$	(40)	$	1,079	$	28

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, or issue debt securities. Additional financings could include unsecured notes. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of June 30, 2023 and December 31, 2022, the Company’s asset coverage was 203% and 196%, 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 0.75x-1.25x. For the six months ended June 30, 2023, our weighted average cost of debt was 7.2%.

Cash as of June 30, 2023, 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 June 30, 2023, we had $56.9 million in cash. During the six months ended June 30, 2023, we used $0.5 billion in cash for operating activities, primarily as a result of funding portfolio investments of $0.6 billion. Cash provided by financing activities was $0.5 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 Six Months Ended June 30, 2023

Capital Drawdown Notice Date

Common Share Issuance Date

Number of Common
Shares Issued

Aggregate Offering Price
($ in thousands)

April 25, 2023

May 8, 2023

20,039,585

299,993


	For the Six Months Ended June 30, 2022
Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued	Aggregate Offering Price ($ in thousands)
January 28, 2022	February 11, 2022	8,710,668	$	125,000
March 16, 2022	March 29, 2022	10,408,213	150,000
June 14, 2022	June 28, 2022	21,201,413	300,000


Total		40,320,294	$	575,000

Distributions

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

For the Six Months Ended June 30, 2023

Date Declared

Record Date

Payment Date

Distribution per Share

February 21, 2023

March 31, 2023

May 15, 2023

0.27

May 9, 2023

June 30, 2023

August 15, 2023

0.24

We did not declare distributions on shares of our common stock for the six months ended June 30, 2022.

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 Six Months Ended June 30, 2023

Date Declared

Record Date

Payment Date

November 1, 2022

December 30, 2022

January 31, 2023

121,031

February 21, 2023

March 31, 2023

May 15, 2023

199,060

We did not issue common stock pursuant to the dividend reinvestment plan for the six months ended June 30, 2022.

Debt

Aggregate Borrowings

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


	June 30, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Subscription Credit Facility	$	800,000	$	725,000	$	75,000	$	723,164
Revolving Credit Facility	625,000		71,814		553,186		66,667
SPV Asset Facility I	700,000		500,000		100,930		492,693
SPV Asset Facility II	300,000		200,000		53,980		197,381
Total Debt	$	2,425,000	$	1,496,814	$	783,096	$	1,479,905

(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, and SPV Asset Facility II are presented net of unamortized debt issuance costs of $1.8 million, $5.1 million, $7.3 million, and $2.6 million respectively.


	December 31, 2022
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available		Net Carrying Value
Subscription Credit Facility	$	800,000	$	770,015	$	29,985	$	767,139
Revolving Credit Facility	625,000		126,377		498,623		120,667
SPV Asset Facility I	600,000		300,000		54,288		293,878
SPV Asset Facility II	300,000		50,000		5,637		47,119

Total Debt	$	2,325,000	$	1,246,392	$	588,533	$	1,228,803

(1)The carrying value of the Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, and SPV Asset Facility II are presented net of unamortized debt issuance costs of $2.9 million, $5.7 million, $6.1 million, and $2.9 million respectively.

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


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
($ in thousands)	2023			2022			2023			2022
Interest expense	$	29,389		$	1,584		$	54,018		$	1,806
Amortization of debt issuance costs	1,389			603			2,711			689
Total Interest Expense	$	30,778		$	2,187		$	56,729		$	2,495
Average interest rate	7.4		%	4.1		%	7.2		%	3.9		%
Average daily borrowings	$	1,562,296		$	152,199		$	1,490,233		$	91,637

Senior Securities

Information about our senior securities is shown in the following table as of the fiscal three and six months ended June 30, 2023.


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
June 30, 2023 (Unaudited)	$	725.0	$	2,032.1	—	N/A
December 31, 2022	$	770.0	$	1,957.8	—	N/A


Revolving Credit Facility
June 30, 2023 (Unaudited)	$	71.8	$	2,032.1	—	N/A
December 31, 2022	$	126.4	$	1,957.8	—	N/A


SPV Asset Facility I
June 30, 2023 (Unaudited)	$	500.0	$	2,032.1	—	N/A
December 31, 2022	$	300.0	$	1,957.8	—	N/A


SPV Asset Facility II
June 30, 2023 (Unaudited)	$	200.0	$	2,032.1	—	N/A
December 31, 2022	$	50.0	$	1,957.8	—	N/A


Promissory Note(5)
June 30, 2023 (Unaudited)	$	—	$	2,032.1	—	N/A
December 31, 2022	$	—	$	1,957.8	—	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 million (increased from $700 million to $800 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 $1.5 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 million to $50 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 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 (each a “Lender” and collectively, the “Lenders”), Truist Bank as Administrative Agent, Truist Securities, Inc., ING Capital LLC, Sumitomo Mitsui Banking Corporation and MUFG Bank, LTD, as Joint Bookrunners and Joint Lead Arrangers.

The Revolving Credit Facility is guaranteed by each of OR Tech Lending II LLC, ORTF II BC 1 LLC and ORTF II BC 2 LLC, each our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us 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 maximum principal amount of the Revolving Credit Facility is $625 million (increased from $600 million to $625 million on November 16, 2022), subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $1.25 billion through the exercise by us of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $200 million limit for swingline loans, with the aggregate principal amount of outstanding swingline loans of any swingline lender being limited to up to $50 million, and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and each Guarantor, subject to certain exceptions.

The availability period under the Revolving Credit Facility will terminate on June 9, 2026 (“Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on June 9, 2027 (“Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, we will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

We may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility in U.S. dollars will bear interest at either term SOFR plus a margin, or the Prime Rate plus a margin. We may elect either the term SOFR or Prime Rate at the time of drawdown, and loans denominated in U.S. dollars 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 plus an applicable margin. We will also pay a fee of 0.375% on average 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 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, measured at the last day of any fiscal quarter.

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 February 23, 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 $700 million (increased from $600 million to $700 million on February 22, 2023) which, subject to the satisfaction of certain conditions, may be increased to up to $1 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.

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.

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 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.

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.

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 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.

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	June 30, 2023		December 31, 2022
($ in thousands)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	$	8,641	$	10,000
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	5,790		9,652
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	1,515		1,515
AmeriLife Holdings LLC	First lien senior secured revolving loan	1,894		2,273
Anaplan, Inc.	First lien senior secured revolving loan	9,421		9,421
Appfire Technologies, LLC	First lien senior secured revolving loan	816		770
Appfire Technologies, LLC	First lien senior secured delayed draw term loan	7,163		8,183


Portfolio Company	Investment	June 30, 2023		December 31, 2022
Armstrong Bidco Limited (dba The Access Group)	First lien senior secured delayed draw term loan	428		747
Athenahealth Group Inc.	First lien senior secured delayed draw term loan	436		436
Avalara, Inc.	First lien senior secured revolving loan	10,455		10,455
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured delayed draw term loan	4,043		5,322
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured revolving loan	4,365		6,716
Circana Group, L.P. (fka The NPD Group, L.P.)	First lien senior secured revolving loan	8,335		7,973
Community Brands ParentCo, LLC	First lien senior secured delayed draw term loan	1,500		1,500
Community Brands ParentCo, LLC	First lien senior secured revolving loan	750		750
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		—
Coupa Holdings, LLC	First lien senior secured revolving loan	5,798		—
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)	First lien senior secured revolving loan	3,732		—
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	802		—
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	—		19,934
Grayshift, LLC	First lien senior secured revolving loan	5,806		5,806
Iconic IMO Merger Sub, Inc.	First lien senior secured delayed draw term loan	3,623		4,963
Iconic IMO Merger Sub, Inc.	First lien senior secured revolving loan	2,482		2,010
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	1,580		652
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		4,725
Kaseya Inc.	First lien senior secured revolving loan	3,544		4,725
ManTech International Corporation	First lien senior secured delayed draw term loan	16,000		16,000
ManTech International Corporation	First lien senior secured revolving loan	8,600		8,600
Natural Partners, LLC	First lien senior secured revolving loan	681		681
OneOncology LLC	First lien senior secured delayed draw term loan	2,976		—
OneOncology LLC	First lien senior secured revolving loan	1,587		—
Oranje Holdco, Inc. (dba KnowBe4)	First lien senior secured revolving loan	13,352		—
Pacific BidCo Inc.	First lien senior secured delayed draw term loan	954		954
Ping Identity Holding Corp.	First lien senior secured revolving loan	9,091		9,091
Rubrik, Inc.	First lien senior secured delayed draw term loan	901		1,857
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	4,414		—
SimpliSafe Holding Corporation	First lien senior secured delayed draw term loan	2,572		2,572
Smarsh Inc.	First lien senior secured delayed draw term loan	3,238		3,238
Smarsh Inc.	First lien senior secured revolving loan	259		1,619
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	—		118
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan	1,071		1,071
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		$	230,805	$	224,510

We seek to carefully consider our unfunded portfolio company commitments for the purpose of planning our ongoing financial leverage. Further, we consider any outstanding unfunded portfolio company commitments we are required to fund within the 150% asset coverage limitation. As of June 30, 2023, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.

Investor Commitments

undrawn). As of December 31, 2022, the Company had approximately $3.5 billion in total Capital Commitments from investors (approximately $2.3 billion undrawn), of which $50.5 million is from entities affiliated with or related to the Adviser (approximately $16.9 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, we may become a party to certain legal proceedings incidental to the normal course of our business. At June 30, 2023, management was not aware of any pending or threatened litigation.

Contractual Obligations

A summary of our contractual payment obligations under our credit facilities as of June 30, 2023, 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	$	725,000	$	725,000	$	—	$	—	$	—
Revolving Credit Facility	71,814		—		—		71,814		—
SPV Asset Facility I	500,000		—		—		—		500,000
SPV Asset Facility II	200,000		—		—		200,000		—
Total Contractual Obligations	$	1,496,814	$	725,000	$	—	$	271,814	$	500,000

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 was adopted by the SEC in January 2021 and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company complied with the mandatory provisions of Rule 2a-5 by the September

2022 compliance date. Additionally, commencing with the fourth quarter of 2022, 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.

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. 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 at least 90% of the sum of our:

•investment company taxable income (which is generally our ordinary income plus the excess of realized short-term capital gains over realized net long-term capital losses), determined without regard to the deduction for dividends paid, for such taxable year; and

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

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 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, 2022. As applicable, our prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.

Recent Developments

Articles of Amendment

Blue Owl Technology Finance Corp. II was formerly known as “Owl Rock Technology Finance Corp. II.” On June 22, 2023, we filed Articles of Amendment in the state of Maryland to formally change our name to “Blue Owl Technology Finance Corp. II.” Our new name took effect on July 6, 2023.

Dividend

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 June 30, 2023 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 June 30, 2023, 99.3% 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 and Revolving Credit Facility bear interest at variable interest rates with an interest rate floor of 0.0%.

Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2023, 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	$	77,714	$	44,904	$	32,810
Up 200 basis points	$	51,809	$	29,936	$	21,873
Up 100 basis points	$	25,905	$	14,968	$	10,937

Down 100 basis points	$	(25,905)	$	(14,968)	$	(10,937)
Down 200 basis points	$	(51,809)	$	(29,936)	$	(21,873)
Down 300 basis points	$	(77,714)	$	(44,904)	$	(32,810)

(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 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

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, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 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, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 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 May 15, 2023, pursuant to our dividend reinvestment plan, we issued 199,060 shares of our common stock, at a price of $14.77 per share, to stockholders of record as of March 31, 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

Articles of Amendment

Effective as of July 6, 2023, the Company amended its charter to change the Company's name from Owl Rock Core Technology Finance Corp. II to Blue Owl Technology Finance Corp. II. The Company effected the name change by filing Articles of Amendment (the "Amendment") with the State Department of Assessments and Taxation of Maryland. A copy of our Articles of Amendment and Restatement, as further amended by the Amendment, is filed as Exhibit 3.1 to this report.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended June 30, 2023, 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*

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).
10.1						First Amendment to Revolving Credit Agreement dated January 4, 2023, between Owl Rock Technology Finance Corp. II as the Initial borrower, Wells Fargo Bank, National Association, as the Administrative Agent, Letter of Credit Issuer and a Lender, and Wells Fargo Securities, LLC, as the Sole Bookrunner and the Sole Lead Arranger (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2023).
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 Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Blue Owl Technology Finance Corp. II

Date: August 9, 2023	By:	/s/ Craig W. Packer
		Craig W. Packer
		Chief Executive Officer

	Blue Owl Technology Finance Corp. II

Date: August 9, 2023	By:	/s/ Jonathan Lamm
		Jonathan Lamm
		Chief Operating Officer and Chief Financial Officer