v3.25.2
Merger with Blue Owl Technology Finance Corp. II
6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Merger with Blue Owl Technology Finance Corp. II Merger with Blue Owl Technology Finance Corp. II
On March 24, 2025, the Company completed its previously announced acquisition of OTF II. In accordance with the Merger Agreement, at the effective time of the Mergers, each outstanding share of OTF II common stock was converted into the right to receive 0.9113 shares of common stock, par value $0.01 per share of the Company (with OTF II stockholders receiving cash in lieu of fractional shares of the Company’s common stock). As a result of the Mergers, the Company issued an aggregate of approximately 250,738,523 shares of its common stock to former OTF II stockholders prior to any adjustment for OTF II stockholders receiving cash in lieu of fractional shares.
The Mergers were accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations — Related Issues. The consideration paid to OTF II’s shareholders was more than the aggregate fair values of the assets acquired and liabilities assumed, which resulted in a purchase premium (the “purchase premium”). The purchase premium was allocated to the cost of OTF II investments acquired by the Company on a pro-rata basis based on their relative fair values as of the closing date. Immediately following the Mergers, the investments were marked to their respective fair values and, as a result, the purchase premium allocated to the cost basis of the investments acquired was immediately recognized as unrealized depreciation on the Consolidated Statement of Operations. The purchase premium allocated to the loan investments acquired will amortize over the life of each respective loan
through interest expense with a corresponding adjustment recorded as unrealized appreciation on such loans acquired through their ultimate disposition. The purchase premium allocated to equity investments acquired will not amortize over the life of such investments through interest expense and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation on disposition of such equity investments acquired.
The Mergers were considered a tax-free reorganization and the Company has elected to carry forward the historical cost basis of the OTF II investments for tax purposes.
Pursuant to the Merger Agreement, the Adviser agreed to reimburse each of the Company and OTF II 50% of all fees and expenses incurred and payable by OTF II or on its behalf, on the one hand, or the Company or on its behalf, on the other hand, in connection with or related to the Mergers or the Merger Agreement up to an aggregate amount equal to $4.75 million. Net of merger transaction costs borne by the Adviser, the Company capitalized $4.5 million of merger transaction costs as part of the total consideration paid to acquire the assets and liabilities of OTF II.
The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the Mergers:
($ in thousands)
Common stock issued by the Company(1)
$4,278,003 
Transaction costs, net(2)
4,500 
Total purchase price$4,282,503 
Assets acquired:
Investments, at fair value (amortized cost of $5,541,254)
$5,564,571 
Cash and cash equivalents647,248 
Interest receivable74,478 
Other assets52,695 
Total assets acquired$6,338,992 
Liabilities assumed:
Debt (net of deferred financing costs of $47,082)
$1,882,354 
Other liabilities(3)
178,635 
Total liabilities assumed2,060,989 
Net assets acquired4,278,003 
Total purchase premium/(discount)$4,500 
(1)Based on the NAV per share at closing of $17.06 and the 250,738,523 common shares issued by the Company in conjunction with the the Mergers.
(2)Pursuant to the Merger Agreement, the Adviser agreed to reimburse each of the Company and OTF II 50% of all fees and expenses incurred and payable in connection with or related to the Mergers or the Merger Agreement up to an aggregate amount equal to $4.75 million. Net of merger transaction costs borne by the Adviser, the Company capitalized $4.5 million of merger transaction costs as part of the total consideration paid to acquire the assets and liabilities of OTF II.
(3)Includes $11.8 million of management fees and $10.7 million of incentive fees accrued by OTF II through the closing date of the Mergers pursuant to an investment advisory agreement between OTF II and its investment adviser, which was terminated upon the closing of the Mergers. The payable for these fees was assumed by the Company.