The notes were priced at 98.835% of principal amount to yield 6.401% to maturity, representing a spread of 255 basis points over the benchmark 3.625% Treasury due December 31, 2030. The notes carry a fixed 6.125% coupon paid semiannually on January 23 and July 23 of each year, commencing July 23, 2026, and mature on January 23, 2031. They are direct, general unsecured obligations of the Company. Moody's, S&P and Fitch assigned ratings of Baa3, BBB-, and BBB-, respectively, each with a stable outlook.
Blue Owl Technology Finance Corp. estimated net proceeds of approximately $390.9 million after underwriting discounts and commissions and estimated offering expenses of approximately $1.2 million. The Company stated it would use the proceeds to pay down existing indebtedness under its Revolving Credit Facility, which bears interest at SOFR plus an applicable margin and matures December 20, 2029. The prospectus supplement noted that affiliates of certain underwriters are lenders under the Revolving Credit Facility and could therefore receive more than 5 percent of the offering proceeds through paydown of that facility.
Prior to December 23, 2030 (the par call date, one month before maturity), the Company may redeem the notes at a make-whole price equal to the greater of the present value of remaining scheduled payments discounted at the applicable Treasury rate plus 40 basis points, or 100% of principal, plus accrued interest. On or after the par call date, the notes are redeemable at par plus accrued interest. If a change of control repurchase event occurs (a change of control combined with a ratings downgrade of the notes below investment grade by Moody's, S&P and Fitch), noteholders may require the Company to repurchase the notes at 100% of principal plus accrued and unpaid interest. The indenture includes a covenant requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) of the Investment Company Act of 1940, as modified by Section 61(a), and to provide financial information to noteholders if the Company ceases to be subject to Exchange Act reporting requirements.
The offering was led by ten joint book-running managers: Mizuho Securities USA LLC ($59 million allocation), BofA Securities, Inc. ($51 million), MUFG Securities Americas Inc. ($51 million), SMBC Nikko Securities America, Inc. ($51 million), U.S. Bancorp Investments, Inc. ($44 million), ING Financial Markets LLC ($16 million), Regions Securities LLC ($16 million), SG Americas Securities, LLC ($16 million), Synovus Securities, Inc. ($16 million), and Truist Securities, Inc. ($16 million). Eight co-managers each took $8 million allocations: Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Natixis Securities Americas LLC, R. Seelaus & Co., LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., and Siebert Williams Shank & Co., LLC.
Eversheds Sutherland (US) LLP acted as legal counsel to Blue Owl Technology Finance Corp. and its investment adviser in connection with the offering. Kirkland & Ellis LLP acted as legal counsel to the underwriters. The notes have CUSIP 095924 AC0 and ISIN US095924AC09 and were issued under the Company's existing shelf registration statement on Form N-2 (File No. 333-289793).