Blue Owl Technology Finance Corp.
For the period ended Jun 26, 2025. Filed Apr 3, 2025.
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Jun 26, 2025 · Filed Apr 3, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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BLUE OWL TECHNOLOGY FINANCE CORP.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Blue Owl Technology Finance Corp.
Letter from the CEO
Dear shareholders:
On behalf of our Board of Directors and our entire team, I am pleased to invite you to the 2025 annual meeting of shareholders for Blue Owl Technology Finance Corp. (“OTF”). The meeting will be held on June 26, 2025 at 9:30 a.m. Eastern Time and, consistent with prior years, will be conducted virtually. Meeting details can be found beginning on the Notice of Annual Meeting of Shareholders that follows.
This year’s agenda includes votes tore-elect two Board members andre-ratify the appointment of KPMG LLP as our independent registered public accounting firm. More information on these proposals can be found beginning on page 9 of our proxy statement. Our Board unanimously recommends that you vote FOR each of the proposals.
Your vote is very important to us. Whether or not you plan to attend the virtual meeting, we ask that your shares be represented and voted.
Our Year
We delivered strong results in 2024, generating record annual net investment income per share of $1.79 and distributing record dividends totaling $1.46 per share to our shareholders. Our strong results are the outcome of our emphasis on credit selection, ongoing strength of our portfolio, robust investment activity and tailwinds from elevated interest rates. Additionally, on March 24, 2025, we closed the previously announced merger with Blue Owl Technology Finance Corp. II or OTF II. This merger establishes OTF as the largest software-focused BDC by total assets 1, increases our scale and diversification, enhances our positioning for a potential future liquidity event and generates meaningful operational synergies.
We began last year appropriately cautious and prepared for an evolving economic environment. Yet over the course of the year, the borrowers across Blue Owl’s Credit platform, on average, deliveredmid-to-high single digit growth in both EBITDA and revenue year-over-year. Since inception, our approach has been to construct a high-quality, diversified technology focused fund. Our portfolio construction has focused on software and technology-related companies with market leadership, durable high-quality revenue streams, strong margin profiles and minimal working capital requirements. These attributes lead to highly predictable, stable revenue and free cash flow generation which underpin our strong portfolio performance and provide meaningful downside protection. The durability of our portfolio is further supported by the differentiated sourcing, underwriting, and risk management capabilities of Blue Owl’s $136 billion 2 Credit platform. As ofyear-end, the weighted average EBITDA of OTF’s borrowers was $227 million 3, and we believe this scale provides strategic benefits and operational stability that contribute to our strong credit quality.
Our Outlook
As a lender, we are defensive by nature, and credit quality is always top of mind. We remain confident in the durability of our portfolio and based on the visibility we have today, we expect that the overall portfolio should continue to perform well.
Over the past year, Blue Owl meaningfully broadened its Credit platform which includes several strategies, including direct lending, liquid credit and other adjacent investment strategies, by expanding into Alternative and Investment Grade credit. Together, these new capabilities augment the scale of our direct lending platform, which remains one of our largest competitive advantages.
As we look to 2025, we entered the year from a position of strength, with increased size, scale and diversification – all while maintaining excellent credit quality and leveraging the benefits of the Blue Owl platform. We believe our size and scale position us as a lender of choice and we are confident it will continue to drive further benefits for our shareholders in the years to come.
On behalf of our entire team, I want to express my thanks for your support. We are excited about the future and the ways in which we are delivering differentiated returns to our shareholders.
Sincerely yours,
Craig W. Packer Chief Executive Officer and Director April 3, 2025
| 1. | On a pro forma combined basis based on OTF’s and OTF II’s total assets as of December 31, 2024. |
| 2. | Assets under management as of December 31, 2024. |
| 3. | Based on investments we classify as traditional financing, which represented 74.4% of our total portfolio based on fair value as of December 31, 2024. |
Blue Owl Technology Finance Corp.
399 Park Avenue
New York, New York 10022
Notice of Annual Meeting of Shareholders
To Be Held On June 26, 2025
To the Shareholders of Blue Owl Technology Finance Corp.:
NOTICE IS HEREBY GIVEN THAT the annual meeting of shareholders of Blue Owl Technology Finance Corp., a Maryland corporation (the “Company”), will be held on June 26, 2025 at 9:30 a.m., Eastern Time (the “Annual Meeting”). The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/OTF2025. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying proxy statement under the heading “How to attend and vote at the Annual Meeting.”
The Annual Meeting is being held for the following purposes:
| 1. | To elect two members of the Board to serve until the 2028 annual meeting of shareholders and until their successors are duly elected and qualified; and |
| 2. | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
The Board has fixed the close of business on March 28, 2025 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and adjournments or postponements thereof.
Important notice regarding the availability of proxy materials for the Annual Meeting. The Company’s proxy statement, the proxy card, and the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”) are available at www.proxyvote.com.
By Order of the Board of Directors,
Neena A. Reddy Secretary April 3, 2025
| Shareholders are requested to promptly authorize a proxy vote over the internet, or execute and return promptly the accompanying proxy card, which is being solicited by the Board. You may authorize a proxy over the internet by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card. You may execute the proxy card using the methods described in the proxy card. Executing the proxy card is important to ensure a quorum at the Annual Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by virtually attending the Annual Meeting and voting. | |||
| Four Ways to Vote | |||
| Online visit www.virtualshareholder meeting.com/OTF2025 | Phone call 1-800-690-6903 | QR Code Scan QR Code usingSmartphone | Mail Complete, sign andreturn proxy card |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.