Blue Owl Technology Finance Corp. filed a Form 8-K with the SEC on September 4, 2026, disclosing that on September 3, 2026, it entered into a Note Purchase Agreement governing the private placement of $150,000,000 in aggregate principal amount of 7.60% Series 2026A Senior Notes due September 3, 2032.

Key Highlights

  • Principal amount: $150,000,000 in aggregate principal of 7.60% Series 2026A Senior Notes due September 3, 2032.
  • Interest payments: Semiannual, due March 3 and September 3 each year, beginning March 3, 2027.
  • Debt ranking: The Notes are general unsecured obligations ranking pari passu with all outstanding and future unsecured unsubordinated indebtedness of the company.
  • Minimum net worth covenant: The Note Purchase Agreement requires the company to maintain a minimum net worth of $4,943,000,000.
  • Minimum asset coverage ratio: The agreement requires a minimum asset coverage ratio of 1.50 to 1.00.
  • Rate step-up provisions: A Below Investment Grade Event triggers a 1.00% rate increase; a Secured Debt Ratio Event triggers a 1.50% increase; both events simultaneously trigger a 2.00% increase above the stated rate.

Blue Owl Technology Finance Corp. Note Purchase Agreement Terms and Covenants

According to the filing, Blue Owl Technology Finance Corp. (NYSE:OTF) entered into the Note Purchase Agreement on September 3, 2026, issuing the Notes to qualified institutional investors in a private placement. The Notes are guaranteed by certain subsidiaries of the company. The company disclosed that it may redeem the Notes in whole or in part at any time at its option at par plus accrued interest to the prepayment date and, if applicable, a make-whole amount.

The filing states that if certain change in control events occur, the company is obligated to offer to prepay the Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment. The Note Purchase Agreement, according to the filing, contains customary affirmative and negative covenants including information reporting, maintenance of the company's status as a business development company within the meaning of the Investment Company Act of 1940, as amended, the minimum net worth requirement of $4,943,000,000, and the minimum asset coverage ratio of 1.50 to 1.00.

The filing further describes interest rate step-up provisions tied to specific trigger events. In the event both a Below Investment Grade Event and a Secured Debt Ratio Event have occurred and are continuing simultaneously, the Notes bear interest at 2.00% above the stated rate from the date both events first simultaneously existed until the earliest date either or both events is no longer continuing. The filing also notes customary events of default, including nonpayment, incorrect representation in any material respect, breach of covenant, certain cross-defaults or cross-acceleration under other indebtedness, certain judgments and orders, and certain events of bankruptcy.

What Was Disclosed

Blue Owl Technology Finance Corp. disclosed the entry into a Note Purchase Agreement for a $150,000,000 private placement of 7.60% senior notes due 2032, along with associated covenants, redemption terms, rate step-up provisions, and events of default.