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Blue Owl Technology Finance Corp

For the period ended Dec 31, 2023. Filed Mar 6, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 6, 2024

OTF$9.83+3.4%Stored close · as of Nov 9, 2026

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Contents

Item 1. 4

Note 8. Net Assets

Equity Issuances

The Company has the authority to issue 500,000,000 common shares at $0.01 per share par value.

There wereno sales of the Company’s common stock during the years ended December 31, 2023 and 2022.

The Company’s delivered the following capital call notices to investors during the year ended December 31, 2021:

Capital Drawdown Notice DateCommon Share Issuance DateNumber of Common Shares IssuedAggregate Offering Price($ in millions)
October 25, 2021November 5, 202128,876,374$529.3
September 15, 2021September 28, 202127,202,175500.0
June 14, 2021June 25, 202125,571,599425.0
March 3, 2021March 16, 202116,055,970250.0
Total97,706,118$1,704.3

The following table reflects the distributions declared on shares of the Company’s common stock during the following periods:

Date DeclaredRecord DatePayment DateDistribution per Share
November 7, 2023December 29, 2023January 31, 2024$0.37
August 8, 2023September 29, 2023November 15, 2023$0.37
May 9, 2023June 30, 2023August 15, 2023$0.37
February 21, 2023(1)March 31, 2023May 15, 2023$0.34

(1)Expected to be paid or was paid from sources other than ordinary income, including long-term capital gains.

Date DeclaredRecord DatePayment DateDistribution per Share
November 1, 2022(1)December 31, 2022January 31, 2023$0.29
August 2, 2022(1)September 30, 2022November 15, 2022$0.28
May 3, 2022(1)June 30, 2022August 15, 2022$0.23
February 23, 2022(1)March 31, 2022May 13, 2022$0.24

(1)Expected to be paid or was paid from sources other than ordinary income, including long-term capital gains.

Date DeclaredRecord DatePayment DateDistribution per Share
November 2, 2021December 31, 2021January 31, 2022$0.16
August 3, 2021September 30, 2021November 15, 2021$0.17
May 5, 2021June 30, 2021August 13, 2021$0.24
February 23, 2021March 31, 2021May 14, 2021$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 following table reflects the common stock issued pursuant to the dividend reinvestment plan during the following periods:

Date DeclaredRecord DatePayment DateShares
August 8, 2023September 29, 2023November 15, 20231,205,890
May 9, 2023June 30, 2023August 15, 20231,169,242
February 21, 2023March 31, 2023May 15, 20231,082,573
November 1, 2022December 31, 2022January 31, 2023912,215
Date DeclaredRecord DatePayment DateShares
August 2, 2022September 30, 2022November 15, 2022871,361
May 3, 2022June 30, 2022August 15, 2022743,845
February 23, 2022March 31, 2022May 13, 2022710,724
November 2, 2021December 31, 2021January 31, 2022456,805
Date DeclaredRecord DatePayment DateShares
August 3, 2021September 30, 2021November 15, 2021419,036
May 5, 2021June 30, 2021August 13, 2021532,072
February 23, 2021March 31, 2021May 14, 2021481,892
November 3, 2020December 31, 2020January 29, 2021374,233

Note 9. Earnings Per Share

The table below presents the computation of basic and diluted earnings (loss) per common share for the following periods:

For the Years Ended December 31,
($ in thousands, except per share amounts)202320222021
Increase (decrease) in net assets resulting from operations$369,139$18,999$424,809
Weighted average shares of common stock outstanding—basic and diluted205,005,236201,368,005139,198,430
Earnings (loss) per common share-basic and diluted$1.80$0.09$3.05

Note 10. Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code, and the Company 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 the sum of 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain its tax treatment as a RIC, the Company, among other things, intends to make the requisite distributions to our shareholders, which generally relieves the Company from U.S. federal income taxes at corporate rates.

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.

The table below reconciles the increase in net assets resulting from operations for the following periods:

For the Years Ended December 31,
($ in millions)2023(1)20222021
Increase (decrease) in net assets resulting from operations$369.1$19.0$424.8
Adjustments:
Net unrealized gain (loss)3.5295.0(188.1)
Deferred organization costs———
Excise tax9.17.94.9
Other book-tax differences(22.7)(41.2)4.3
Net operating losses———
Taxable Income359.0280.7245.9

(1)Tax information for the fiscal year ended December 31, 2023 is estimated and is not considered final until the Company files its tax return.

For the year ended December 31, 2023

Total distributions declared during the year ended December 31, 2023 of $300.3 million consisted of approximately $252.7 million of ordinary income and $47.6 million of long-term capital gains, as determined on a tax basis. For the calendar year ended December 31, 2023, the Company had $236.2 million of undistributed ordinary income, $24.9 million of undistributed capital gains, as well as $(10.1) million of net unrealized gains (losses) on investments and assets and liabilities in foreign currencies and $(3.8) million of other temporary differences. For the year ended December 31, 2023,82.5% of distributed ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders.

During the year ended December 31, 2023, the Company increased the total distributable earnings (losses) and decreased additional paid in capital. These permanent differences were principally related to $9.1 million of U.S. federal excise taxes.

As of December 31, 2023, the net estimated unrealized loss on investments for U.S. federal income tax purposes was $25.4 million based on a tax cost basis of $6.2 billion. As of December 31, 2023, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $160.4 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $135.0 million.

For the year ended December 31, 2022

Total distributions declared during the year ended December 31, 2022 of $210.8 million consisted of approximately $101.0 million of ordinary income and $109.8 million of long-term capital gains, as determined on a tax basis. For the calendar year ended December 31, 2022, the Company had $154.9 million of undistributed ordinary income, $47.6 million of undistributed capital gains, as well as $(28.4) million of net unrealized gains (losses) on investments and assets and liabilities in foreign currencies and $(4.9) million of other temporary differences. For the year ended December 31, 2022,83.7% of distributed ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders.

During the year ended December 31, 2022, the Company increased the total distributable earnings (losses) and decreased additional paid in capital. These permanent differences were principally related to $7.9 million of U.S. federal excise taxes.

As of December 31, 2022, the net estimated unrealized loss on investments for U.S. federal income tax purposes was $57.7 million based on a tax cost basis of $6.5 billion. As of December 31, 2022, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $196.8 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $139.1 million.

For the year ended December 31, 2021

Total distributions declared during the year ended December 31, 2021 of $123.0 million consisted of approximately $121.1 million of ordinary income and $1.9 million of long-term capital gains, as determined on a tax basis. For the calendar year ended December 31, 2021, the Company had $22.8 million of undistributed ordinary income, $109.8 million of undistributed capital gains, as well as $245.0 million of net unrealized gains (losses) on investments and assets and liabilities in foreign currencies and $(24.4) million of other temporary differences. For the year ended December 31, 2021,80.0% of distributed ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders.

During the year ended December 31, 2021, the Company increased the total distributable earnings (losses) and decreased additional paid in capital. These permanent differences were principally related to $0.5 million of non-deductible offering costs and $4.9 million of U.S. federal excise taxes.

As of December 31, 2021, the net estimated unrealized gain on investments for U.S. federal income tax purposes was $243.3 million based on a tax cost basis of $5.9 billion. As of December 31, 2021, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $33.1 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $276.4 million.

Taxable Subsidiaries

Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the year ended December 31, 2023, the Company recorded a net tax benefit of approximately $6 thousand. For the years ended December 31, 2022 and 2021, the Company didnot record a net tax benefit (provision).

The Company recorded a net deferred tax asset of $5 thousand as of December 31, 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 didnot record a net deferred tax asset (liability) for tax subsidiaries as of December 31, 2022 and December 31, 2021.

Note 11. Financial Highlights

The table below presents the financial highlights for a common share outstanding. The financial highlights for the years ended December 31, 2020 and 2019 are derived from our consolidated financial statements that were audited by our former independent registered public accounting firm.

For the Years Ended December 31,
($ in thousands, except share and per share amounts)20232022202120202019
Per share data:
Net asset value, beginning of period$16.70$17.65$14.88$14.70$14.53
Net investment income (loss)(1)1.791.361.060.920.85
Net realized and unrealized gain (loss)(1)(0.01)(1.27)2.520.10(0.03)
Total from operations(1)1.780.093.581.020.82
Distributions declared from net investment income(2)(1.45)(1.04)(0.81)(0.84)(0.65)
Total increase (decrease) in net assets0.33(0.95)2.770.180.17
Net asset value, end of period$17.03$16.70$17.65$14.88$14.70
Shares outstanding, end of period207,252,229202,882,309200,099,575100,586,22452,852,122
Total Return(3)11.1%0.6%24.5%7.2%5.8%
Ratios / Supplemental Data
Ratio of total expenses to average net assets(4)9.2%6.5%8.4%7.8%9.3%
Ratio of net investment income to average net assets(4)10.6%8.0%6.1%6.5%5.5%
Net assets, end of period$3,529,994$3,387,365$3,532,150$1,496,879$777,172
Weighted-average shares outstanding205,005,236201,368,005139,198,43085,371,16936,696,078
Total capital commitments, end of period$3,134,815$3,134,815$3,134,815$3,126,885$2,519,921
Ratio of total contributed capital to total committed capital, end of period100.0%100.0%100.0%45.7%30.7%
Portfolio turnover rate11.7%9.3%27.3%10.8%18.4%
Year of formation20182018201820182018

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

(2)The per share data was derived using actual shares outstanding at the date of the relevant transactions.

(3)Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning NAV per share.

(4)The ratio reflects an annualized amount, except in the case of non-recurring expenses (e.g. initial organization expenses).

Note 12. Subsequent Events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date of issuance. There are no subsequent events to disclose except for the following:

On February 21, 2024, the Board declared a distribution of 90% of estimated first quarter investment company taxable income, if any, and, to the extent that such investment company taxable income is less than 6% of the Company’s weighted average capital called since inception, an additional amount of net capital gains for shareholders of record on March 29, 2024, payable on or before May 15, 2024.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.