Material Event - Form 8-K

Item 8.01 - Other Events

On March 27, 2024, Blue Owl Technology Finance Corp. II (the "Company") and Blue Owl Technology Credit Advisors II LLC (the "Advisor"), on the one hand, entered into a Purchase Agreement (the "Purchase Agreement") with Mizuho Securities USA LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc., as representatives of the several initial purchasers listed on Schedule 1 thereto (the "Initial Purchasers"), on the other hand, which Purchase Agreement relates to the Company's sale of $700,000,000 aggregate principal amount of its 6.750% notes due 2029 (the "Notes") to the Initial Purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and for initial resale by the Initial Purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The Company is relying upon these exemptions from registration based in part on representations made by the Initial Purchasers. The Purchase Agreement also includes customary representations, warranties and covenants by the Company. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities under the Securities Act, or to contribute to payments the Initial Purchasers may be required to make in respect of those liabilities. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The closing of the private placement is expected to occur on April 4, 2024, subject to customary closing conditions. The Company intends to use the net proceeds to pay down a portion of its outstanding indebtedness.