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 Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC  20001-3980

D: +1 202.383.0218

F: +1 202.637.3593

cynthiakrus@eversheds-sutherland.com

December 11, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

Attention: Ms. Anu Dubey and Ms. Megan Miller

100 F Street, N.E.

Washington, D.C. 20549

Re:     Blue Owl Technology Finance Corp. – Registration Statement on Form N-14 (File No. 333-283413)

Dear Mses. Dubey and Miller:

On behalf of Blue Owl Technology Finance Corp. (the “Company” or “OTF”), set forth below is the Company’s response to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), on December 4, 2024 and December 5, 2024, regarding the Company’s registration statement on Form N-14 (the “Registration Statement”), and the joint proxy statement/prospectus contained therein, as initially filed with the SEC on November 22, 2024. Each of the Staff’s comments is set forth below and followed by the Company’s response. Unless otherwise indicated, all page references are to page numbers in the Registration Statement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Registration Statement.

Legal

1.Comment: On page 11, in the answer to the question “What transfer restrictions apply to OTF Common Stock?”, clarify the disclosure regarding whether OTF Common Stock not issued in connection with the Mergers will still be subject to restrictions on transfer by law because such shares are not registered under the 1933 Act.

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Response: The Company has revised the answer to this question to add the language underlined below:

OTF Common Stock is not currently registered under the Securities Act or any state securities law and is subject to restrictions as to transfer by law and pursuant to the terms of the OTF Subscription Agreements. If the Amended OTF Charter is not approved and the Mergers do not occur, OTF Common Stock will continue to be subject to such restrictions.

If the Amended OTF Charter is approved, OTF Common Stock (including, if the Mergers occur, any OTF Common Stock issued in connection with the Mergers) will instead be subject to the restrictions on transfer as provided in the Amended OTF Charter. The restrictions on transfer in the Amended OTF Charter will supersede those in the OTF Subscription Agreements but the OTF Subscription Agreements will otherwise remain in effect. If the Amended OTF Charter is approved, OTF Common Stock will continue to be subject to restrictions as to transfer by law.

See “Questions and Answers about the Merger–What changes are being proposed in the Amended OTF Charter?” and “Questions and Answers about the Amended OTF Charter–How do the transfer restrictions included in the Amended OTF Charter differ from the transfer restrictions included in the OTF Subscription Agreements?”

2.Comment: On page 11, in the answer to the question “How will the combined company be managed following the Second Merger?”, clarify the disclosure to indicate that OTF II Adviser is the adviser to OTF II. Also disclose if the portfolio managers for each fund are the same or not, and whether the portfolio managers are expected to be those of OTF after the Mergers.

Response: The Company has revised the answer to this question to add the language underlined below:

OTF and OTF II have the same directors and officers and OTF will continue to have the same directors and officers following the Mergers. The directors of OTF immediately prior to the Second Merger will remain the directors of OTF and will hold office until their respective successors are duly elected and qualify, or their earlier death, resignation or removal. The officers of OTF immediately prior to the Second Merger will remain the officers of OTF and will hold office until their respective successors are duly appointed and qualify, or their earlier death, resignation or removal. OTF II Adviser is the investment adviser to OTF II and is affiliated with OTF Adviser. OTF II Adviser and OTF Adviser have the same officers and employees. Both OTF and OTF II consider the members of the Technology Lending Investment Committee, which is identical for both OTF Adviser and OTF II Adviser, to be their portfolio managers and these individuals are Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, Alexis Maged, Erik Bissonnette, Pravin Vazirani and Jon ten Oever. Following the Second Merger, OTF Adviser will continue to be the investment adviser of OTF and the portfolio managers of OTF will continue to be the portfolio managers of OTF.

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3.Comment: On page 26, under “Reasons for the Mergers–OTF”, disclose whether or not the OTF Board considered that total operating expenses will increase for the combined fund when compared to OTF’s expenses and disclose how that affects the OTF Board’s determinations regarding “financing cost savings” and “elimination of duplicative expenses.”

Response: The Company has revised the disclosure to add the additional explanation underlined below:

The OTF Board and the OTF Special Committee consulted with OTF’s management, OTF Adviser, as well as its legal and other advisors and considered numerous factors, including the unanimous recommendation of OTF Independent Directors, and determined that the Mergers are in OTF’s best interests and the best interests of OTF Shareholders, and that OTF Shareholders will not suffer any dilution for purposes of Rule 17a-8 under the 1940 Act as a result of the Mergers. The OTF Board and the OTF Special Committee considered that the number of shares of OTF Common Stock to be issued to OTF II Shareholders pursuant to the Merger Agreement will be determined on a NAV-for-NAV basis.

Certain material factors considered by the OTF Board and the OTF Special Committee (comprised solely of the OTF Independent Directors) that favored the conclusion of the OTF Board and the OTF Special Committee that the Mergers are in OTF’s best interests and the best interests of OTF Shareholders included, among others:

•the expected increased scale and diversification of the combined company;

•the acquisition of a known, high-quality portfolio of assets;

•the greater scale and structural simplification of the combined company could allow for greater access to debt markets and financing costs savings over time;

•the potential for operational synergies via the elimination of duplicative expenses post-closing;

•the expectation that the Mergers would be accretive to OTF’s NII;

•similarities in the investment strategies and risks of OTF and OTF II;

•the continuity of the Blue Owl-affiliated management team;

•the tax consequences of the Mergers;

•no dilution for purposes of Rule 17a-8 under the 1940 Act;

•the potential benefits of the Mergers as compared to other strategic options;

•the opinions of RBCCM and Truist Securities, dated November 12, 2024, to the OTF Special Committee as to the fairness, from a financial point of view and as of the date of the opinion, of the estimated Exchange Ratio provided for in the Mergers to OTF, which opinions were based on and subject to various assumptions made, procedures followed, matters considered, and limitations and

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qualifications on the scope of review undertaken by RBCCM and Truist Securities, respectively, as more fully described below in the section entitled “The Mergers—Opinions of the OTF Special Committee’s Financial Advisors”; and

•information provided by SMBC and ING, co-financial advisors to the OTF Special Committee.

The OTF Board and the OTF Special Committee considered that initially, on a pro forma basis, as of September 30, 2024, total estimated annual expenses of the combined company would increase following the merger as a result of OTF II’s higher interest payments on borrowed funds (including the cost of servicing and offering debt securities). The OTF Board and the OTF Special Committee considered that in the long-term the potential for greater access to debt markets and financing costs savings over time resulting from the greater scale and structural simplification of the combined company would outweigh any increased expenses in the short-term.  See “Comparative Fees and Expenses” for additional information.

4.Comment: On page 29, revise the risk factor entitled “OTF may be unable to realize the benefits anticipated by the Mergers, including estimated cost savings, or it may take longer than anticipated to achieve such benefits.” given that OTF’s total expenses go up on a pro forma basis after the Mergers. This comment also applies to the second to last sentence on page 29 that states “OTF also expects to achieve certain cost savings from the Mergers when the two companies have fully integrated their portfolios.”

Response: The Company has revised the disclosure to add the additional explanation underlined below:

OTF may be unable to realize the benefits anticipated by the Mergers, including estimated operating cost savings and financing costs savings over time, or it may take longer than anticipated to achieve such benefits.

The realization of certain benefits anticipated as a result of the Mergers will depend in part on the integration of OTF II’s investment portfolio with OTF’s investment portfolio and the integration of OTF II’s business with OTF’s business. There can be no assurance that OTF II’s investment portfolio or business can be operated profitably or integrated successfully into OTF’s operations in a timely fashion or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of the combined company, and there can be no assurance that there will not be substantial costs associated with the transition process or that there will not be other material adverse effects as a result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of OTF II’s investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.

OTF also expects to achieve certain cost savings from the Mergers when the two companies have fully integrated their portfolios; however, in the short-term total annual

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expenses of the combined company are likely to increase as a result of OTF II’s higher interest payments on borrowed funds (including the cost of servicing and offering debt securities). It is possible that the estimates of the potential cost savings, including the potential financing costs savings resulting from the greater scale and structural simplification of the combined company could ultimately be incorrect in which case the combined company’s total annual expenses as a percentage of net assets attributable to common stock, could be higher than OTF’s total annual expenses as a percentage of net assets attributable to common stock on a stand-alone basis.

The cost savings estimates also assume OTF will be able to combine the operations of OTF and OTF II in a manner that permits those cost savings to be fully realized. In addition, immediately after the occurrence of the Effective Time and prior to the Second Merger, the OTF II Investment Advisory Agreement and the OTF II Administration Agreement shall be automatically terminated, and OTF II shall be responsible for any final or outstanding payments owed under these agreements, which could impact estimates and cost savings. If the estimates turn out to be incorrect or if OTF is not able to combine OTF II’s investment portfolio or business with the operations of OTF successfully, the anticipated cost savings may not be fully realized or realized at all or may take longer to realize than expected.

5.Comment: On page 57, under “Greater Access to Debt Markets and Financing Cost Savings,” disclose how the OTF Board considered higher total expenses of OTF after the Mergers in relation to these financing cost savings.

Response: The Company has revised the disclosure to add the additional explanation underlined below:

Greater Access to Debt Markets and Financing Cost Savings

The OTF Board and the OTF Special Committee discussed how the combined company may create potential for more diverse funding sources and create financing cost savings over time. The OTF Board and the OTF Special Committee noted the advantages of increased scale when issuing debt, as larger BDCs have historically issued in the institutional bond market at lower spreads. The OTF Board and the OTF Special Committee noted that in the short-term total annual expenses of the combined company are likely to increase as a result of OTF II’s higher interest payments on borrowed funds (including the cost of servicing and offering debt securities) but considered that in the long run, a larger, combined company may be able to refinance debt at lower spreads than OTF as a standalone entity which would outweigh any increased expenses in the short-term. Furthermore, it was determined that larger, more liquid credit platforms historically have paid lower underwriting fees. Finally, the OTF Board and the OTF Special Committee assessed the impact of reduced revolver and rating agency costs associated with a larger, combined company compared to OTF as a standalone entity.

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6.Comment: On page 57, under “Accretive to NII,” revise the second and third sentences given that OTF will have a higher expense profile on a pro forma basis.

Response: The Company has revised the disclosure to add the additional explanation underlined below:

Accretive to NII

The OTF Board and the OTF Special Committee considered the earnings profile of OTF and the potential earnings profile of the combined company while evaluating the Mergers and determined that the Mergers would be accretive to NII. The OTF Board and the OTF Special Committee noted that in the short-term total annual expenses of the combined company are likely to increase as a result of OTF II’s higher interest payments on borrowed funds (including the cost of servicing and offering debt securities) but considered the lower expense profile the combined company could have, through optimizing its financing structure, lowering financing costs from scale over time, and eliminating redundant professional services and corporate expenses which would outweigh any increased expenses in the short-term. In aggregate, these savings were estimated to total approximately $19 million annually in the long term. Additionally, the OTF Board and the OTF Special Committee determined that NII could benefit further from incremental portfolio-level yield from the asset mix of the combined company. The OTF Board and the OTF Special Committee concluded that a combined company would have an advantageous NII return profile compared to OTF alone as a result.

7.Comment: On page 57, under “Operational Synergies,” revise the second sentence to reflect that annual operating expenses increase after the Mergers.

Response: The Company has revised the disclosure to add the additional explanation underlined below:

Operational Synergies

The OTF Board and the OTF Special Committee reviewed the list of redundant professional services and other expenses associated with each BDC and determined that the potential operating expenses of the combined company would be less than the sum of the operating expenses of OTF and OTF II on a standalone basis. The OTF Board noted that although certain one-time merger related expenses would be borne by OTF Shareholders, the annual operating expenses (exclud