8-K: Current report filing
Published on February 8, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2019
OWL ROCK TECHNOLOGY FINANCE CORP.
(Exact name of Registrant as Specified in Its Charter)
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Maryland |
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000-55977 |
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83-1273258 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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399 Park Avenue, |
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10022 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants Telephone Number, Including Area Code: (212) 419-3000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company x
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
Item 2.02 Results of Operations and Financial Condition.
STATUS OF OUR PRIVATE OFFERING
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. Investors are 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 deliver a drawdown notice to our investors. The initial closing of the Private Offering occurred on August 10, 2018 (the Initial Closing). As of December 31, 2018, we had $1.8 billion in total Capital Commitments ($1.5 billion undrawn) from investors, of which $65 million is from entities affiliated with or related to the Adviser ($58.4 million undrawn).
PORTFOLIO AND INVESTMENT ACTIVITY
As of December 31, 2018, we had investments in 6 portfolio companies with an aggregate par value of $266.9 million. As of December 31, 2018, based on par value, our portfolio consisted of 81.6% first lien senior secured debt investments, 7.4% second lien senior secured debt investments and 11.0% unsecured debt investments. As of December 31, 2018, 89.0% of the investments based on par value in our portfolio were at floating rates.
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Company |
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Industry |
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Investment |
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Interest(1) |
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Maturity |
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Par* |
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Percentage |
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Space Exploration Technologies Corp. |
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Aerospace and defense |
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First lien senior secured loan |
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L + 4.25% |
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11/21/2025 |
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$ |
25,000 |
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9.4 |
% |
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Cheese Acquisition, LLC |
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Buildings and real estate |
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First lien senior secured loan |
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L + 4.75% |
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11/28/2024 |
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14,416 |
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5.4 |
% | |
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Cheese Acquisition, LLC(2)(3) |
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Buildings and real estate |
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First lien senior secured delayed draw term loan |
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L + 4.75% |
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4/19/2020 |
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% | |
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Cheese Acquisition, LLC(2) |
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Buildings and real estate |
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First lien senior secured revolving loan |
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L + 4.75% |
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11/28/2023 |
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% | |
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Lightning Midco, LLC (dba Vector Solutions) |
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Education |
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First lien senior secured loan |
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L + 5.50% |
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11/21/2025 |
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85,258 |
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31.9 |
% | |
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Lightning Midco, LLC (dba Vector Solutions)(2)(3) |
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Education |
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First lien senior secured delayed draw term loan |
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L + 5.50% |
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11/23/2020 |
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5,472 |
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2.1 |
% | |
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Lightning Midco, LLC (dba Vector Solutions)(2) |
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Education |
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First lien senior secured revolving loan |
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L + 5.50% |
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11/21/2023 |
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% | |
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Bracket Intermediate Holding Corp. |
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Healthcare technology |
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First lien senior secured loan |
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L + 4.25% |
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9/5/2025 |
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11,970 |
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4.5 |
% | |
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Bracket Intermediate Holding Corp. |
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Healthcare technology |
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Second lien senior secured loan |
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L + 8.13% |
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9/5/2026 |
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20,000 |
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7.5 |
% | |
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Gerson Lehrman Group, Inc. |
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Professional services |
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First lien senior secured loan |
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L + 4.25% |
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12/12/2024 |
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74,797 |
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28.0 |
% | |
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Gerson Lehrman Group, Inc.(2) |
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Professional services |
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First lien senior secured revolving loan |
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L + 4.25% |
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12/12/2024 |
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% | |
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Uber Technologies, Inc. |
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Transportation |
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Unsecured notes |
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7.50% |
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11/1/2023 |
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12,000 |
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4.5 |
% | |
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Uber Technologies, Inc. |
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Transportation |
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Unsecured notes |
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8.00% |
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11/1/2026 |
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18,000 |
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6.7 |
% | |
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Total Investments |
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$ |
266,913 |
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100.0 |
% |
* Amounts in thousands
(1) Interest rates representative of LIBOR borrowing terms per credit agreement.
(2) Position or portion thereof is an unfunded loan commitment.
(3) 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.
L - LIBOR
The information set forth above is for informational purposes to provide an initial year-end update only and does not constitute an offer to sell or a solicitation to purchase any security or an offer to provide any advisory services. Any such offer or solicitation shall be made only pursuant to offering and subscription documents which describe risks related to such investment or services as well as other important information. The information set forth above is not intended to be relied upon as the basis for an investment decision.
The information disclosed under this Item 2.02, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Owl Rock Technology Finance Corp. | ||
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February 8, 2019 |
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By: |
/s/ Alan Kirshenbaum | |
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Name: |
Alan Kirshenbaum |
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Title: |
Chief Operating Officer and Chief Financial Officer |