UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| None | None | None |
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
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.
Item 3.02. Unregistered Sale of Equity Securities.
As of April 3, 2023, Owl Rock Technology Income Corp. (the “Company,” “we” or “us”) sold approximately 2,952,591 unregistered shares of its Class I common stock (with the final number of shares being determined on April 24, 2023) to feeder vehicles primarily created to hold the Company’s Class I shares for gross proceeds of approximately $29.9 million. The offer and sale of these Class I shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the “Private Offering”).
Item 8.01. Other Events.
Distribution
On April 25, 2023, the Company’s board of directors declared a distribution of $0.074775 per share, payable on or before May 31, 2023 to shareholders of record as of April 30, 2023.
Status of the Offering
The Company is currently publicly offering on a continuous basis up to $5 billion in Shares (the “Offering”). As of April 3, 2023, the Company has raised total gross proceeds of approximately $309.2 million relating to the issuance of shares of Class S, Class D and Class I common stock (the “Shares”). As of April 3, 2023, the Company has issued approximately 18,919,764 shares of its Class S common stock, approximately 609,557 shares of its Class D common stock, and approximately 11,236,727 shares of its Class I common stock in its public offering, and has raised total gross proceeds of approximately $190.6 million, approximately $6.2 million and approximately $112.4 million, respectively, including seed capital of $1,000 contributed by Owl Rock Technology Advisors LLC, an affiliate of the Adviser, in September 2021 and approximately $50.0 million in gross proceeds raised from entities affiliated with the Adviser. In addition, the Company has issued approximately 92,181,640 shares of its Class I common stock in the Private Offering and raised gross proceeds of approximately $921.9 million.
Recent Owl Rock Transaction Highlights1
In March 2023, Owl Rock closed on a $715.0 million senior secured credit facility as a Joint Lead Arranger and Joint Bookrunner in support of Vista’s take-private acquisition of Duck Creek Technologies (“Duck Creek”). Duck Creek is a leading provider of mission-critical core systems software to global property & casualty insurers.
| 1 | The information provided, including dollar amounts, represents the aggregated investment of all participating vehicles, including the Company, managed by the Owl Rock division of Blue Owl Capital Inc. The final dollar amount of the Company’s portion of the investment will be determined and disclosed in the Company’s future periodic reports. |
April 3, 2023 Public Offering Price
In accordance with the Company’s share pricing policy, we intend to sell our shares on the first business day of each month at a net offering price that we believe reflects the net asset value per share at the end of the preceding month. The April 3, 2023 public offering price for each of our share classes is equal to such class’s NAV per share as of March 31, 2023, plus applicable maximum upfront sales load.
| Net Asset Value (per share) |
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| Class S |
$ | 10.12 | ||
| Class D |
$ | 10.12 | ||
| Class I |
$ | 10.12 | ||
The average debt-to-equity leverage ratio during the quarter ended March 31, 2023 was 0.85x. The table below summarizes the company’s committed debt capacity and drawn amounts as of March 31, 2023.
| ($ in thousands) | Aggregate Principal Committed | Outstanding Principal | ||||||
| Revolving Credit Facility |
$ | 750,000 | $ | 308,491 | ||||
| SPV Asset Facility I |
1,000,000 | 630,000 | ||||||
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| Total Debt |
$ | 1,750,000 | $ | 938,491 | ||||
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Of the Company’s committed debt capacity, $938.5 million (100.0%) is in secured floating rate leverage based on drawn amounts.
Portfolio Update
As of March 31, 2023, we had debt investments in 64 portfolio companies with an aggregate par value of $1.9 billion. As of March 31, 2023, based on par value, our portfolio consisted of 77.8% first lien debt investments, 11.3% second lien debt investments and 10.9% equity investments. As of March 31, 2023, 100.0% of the debt investments based on par value in our portfolio were at floating rates. The table below describes investments by industry composition based on par value, excluding equity investments, as of March 31, 2023.
| Industry |
Par ( $ in thousands) |
% of Par |
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| Application Software |
$ | 412,363 | 21.6 | % | ||||
| Systems Software |
394,086 | 20.6 | % | |||||
| Health Care Technology |
194,641 | 10.2 | % | |||||
| Food & Staples Retailing |
153,045 | 8.0 | % | |||||
| Commercial Services & Supplies |
103,559 | 5.4 | % | |||||
| Insurance |
101,164 | 5.3 | % | |||||
| Electrical Equipment |
100,000 | 5.2 | % | |||||
| IT Services |
89,579 | 4.7 | % | |||||
| Health Care Providers & Services |
63,293 | 3.3 | % | |||||
| Diversified Financial Services |
51,035 | 2.7 | % | |||||
| Beverages |
50,000 | 2.6 | % | |||||
| Aerospace & Defense |
43,785 | 2.3 | % | |||||
| Diversified Consumer Services |
30,340 | 1.6 | % | |||||
| Real Estate Management & Development |
27,992 | 1.5 | % | |||||
| Containers & Packaging |
21,766 | 1.1 | % | |||||
| Buildings & Real Estate |
20,640 | 1.1 | % | |||||
| Health Care Equipment & Supplies |
15,749 | 0.8 | % | |||||
| Construction & Engineering |
12,406 | 0.6 | % | |||||
| Professional services |
10,288 | 0.5 | % | |||||
| Pharmaceuticals |
8,590 | 0.4 | % | |||||
| Life Sciences Tools & Services |
5,000 | 0.3 | % | |||||
| Road & Rail |
4,699 | 0.2 | % | |||||
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| Total |
1,914,020 | 100.0 | % | |||||
Past performance is not necessarily indicative of future performance, and there can be no assurance that we will achieve comparable investment results, or that any targeted returns will be met.
Statements contained herein that are not historical facts are based on current expectations, estimates, projections, opinions, and/or beliefs of our management. Such statements involve known and unknown risks, uncertainties, and other factors, and undue reliance should not be placed thereon. Certain information contained herein constitutes “forward-looking statements,” which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “project”, “estimate”, “intend”, “continue”, “target”, or “believe” (or the negatives thereof) or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or our actual performance may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions.
The estimates presented above are based on management’s preliminary determinations only and, consequently, the data set forth in our Form 10-Q or 10-K may differ from these estimates, and any such differences may be material. In addition, the information presented above does not include all of the information regarding our financial condition
and results of operations that may be important to investors. As a result, investors are cautioned not to place undue reliance on the information presented above. The information presented above is based on management’s current expectations that involve substantial risk and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such information. We assume no duty to update these preliminary estimates except as required by law.
Neither KPMG LLP, our independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled or performed procedures with respect to the preliminary financial data contained herein. Accordingly, KPMG LLP does not express an opinion or any form of assurance with respect thereto and assumes no responsibility for, and disclaims any association with, this information.
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.
| Owl Rock Technology Income Corp. | ||||||
| Dated: April 26, 2023 | By: | /s/ Bryan Cole | ||||
| Name: Bryan Cole | ||||||
| Title: Chief Financial Officer and Chief Operating Officer | ||||||