Item 1.01 Entry into a Material Definitive Agreement.
A&R Advisory Agreement
On
Under the A&R Advisory Agreement, the definition of "Pre-Incentive Fee Net
Investment Income" (from which the incentive fee on income is calculated) was
amended to exclude any amortization or accretion of any purchase premium or
purchase discount to interest income resulting solely from merger-related
accounting adjustments in connection with the assets acquired in the Mergers,
including any premium or discount paid for the acquisition of such assets,
solely to the extent that the inclusion of such merger-related accounting
adjustments, in the aggregate, would result in an increase in Pre-Incentive Fee
Net Investment Income. In addition, under the A&R Advisory Agreement, the
calculation of realized capital gains, realized capital losses and unrealized
capital depreciation (from which the incentive fee on capital gains is
calculated) was amended to (1) not include any such amounts resulting solely
from merger-related accounting adjustments in connection with the assets
acquired in the Mergers, including any premium or discount paid for the
acquisition of such assets, solely to the extent that the inclusion of such
merger-related accounting adjustments, in the aggregate, would result in an
increase in the incentive fee on capital gains and (2) include any such amounts
associated with the investments acquired in the Mergers for the period from
None of the other terms changed in the A&R Advisory Agreement as compared to the Current Advisory Agreement, and the services to be provided by the Adviser and the term of the agreement remain the same.
The description above is only a summary of the material provisions of the A&R Advisory Agreement and is qualified in its entirety by reference to a copy of the A&R Advisory Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K.
OSI2 Citibank Facility
On
OSI 2
The OSI2 Citibank Loan Agreement provides for a senior secured revolving credit
facility (the "OSI2 Citibank Facility") of up to
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assets and the value assigned to such assets under the OSI2 Citibank Loan
Agreement and (ii) the Citibank Maximum Commitment. The OSI2 Citibank Facility
has a reinvestment period through
Item 1.02 Termination of a Material Definitive Agreement.
Upon the effectiveness of the A&R Advisory Agreement, the Current Advisory
Agreement and that certain letter agreement, dated as of
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of OSI2 common stock was converted into the right to receive 0.9115 shares of OCSL common stock (with OSI2's stockholders receiving cash in lieu of fractional shares of OCSL common stock). As a result of the Mergers, OCSL issued an aggregate of approximately 15,860,200 shares of its common stock to former OSI2 stockholders.
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The foregoing description of the Merger Agreement is a summary only and is
qualified in its entirety by reference to the full text of the Merger Agreement,
a copy of which was filed by OCSL as Exhibit 2.1 to its Current Report on Form
8-K filed on
Item 7.01. Regulation FD Disclosure.
The adjusted net asset value per share of OCSL common stock as of
The net asset value determinations described in this report were made pursuant
to the requirements of, and solely for the purposes of, the Merger Agreement.
The net asset value was not reviewed or approved for purposes of financial
statement preparation or as part of a comprehensive statement of OCSL's or
OSI2's financial results. The adjusted net asset value per share of OCSL common
stock as of
On
The information disclosed under this Item 7.01 is being "furnished" and is not deemed "filed" by OCSL for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Second Amended and Restated Investment Advisory Agreement, dated as ofJanuary 23, 2023 , between theRegistrant and Oaktree Fund Advisors, LLC . 10.2 Loan and Security Agreement, dated as ofJuly 26, 2019 , by and among the Registrant (as successor-in-interest by merger toOaktree Strategic Income II, Inc. ), OSI 2Senior Lending SPV, LLC , each of the lenders from time to time party thereto,Citibank, N.A . andDeutsche Bank Trust Company Americas . 10.3 First Amendment to Loan and Security Agreement, dated as ofSeptember 20, 2019 , by and among the Registrant (as successor-in-interest by merger toOaktree Strategic Income II, Inc. ), OSI 2Senior Lending SPV, LLC , each of the lenders from time to time party thereto,Citibank, N.A . andDeutsche Bank Trust Company Americas . 10.4 Second Amendment to Loan and Security Agreement, dated as ofJuly 2, 2020 , by and among the Registrant (as successor-in-interest by merger toOaktree Strategic Income II, Inc. ), OSI 2Senior Lending SPV, LLC , each of the lenders from time to time party thereto, andCitibank, N.A . 10.5 Third Amendment to Loan and Security Agreement, dated as ofDecember 31, 2020 , by and among the Registrant (as successor-in-interest by merger toOaktree Strategic Income II, Inc. ), OSI 2Senior Lending SPV, LLC , andCitibank, N.A . 10.6 Fourth Amendment to Loan and Security Agreement, dated as ofMarch 31, 2021 , by and among the Registrant (as successor-in-interest by merger toOaktree Strategic Income II, Inc. ), OSI 2Senior Lending SPV, LLC , andCitibank, N.A . 10.7 Fifth Amendment to Loan and Security Agreement, dated as ofDecember 2, 2022 , by and among the Registrant (as successor-in-interest by merger toOaktree Strategic Income II, Inc. ), OSI 2Senior Lending SPV, LLC , andCitibank, N.A . 99.1 Press release ofOaktree Specialty Lending Corporation datedJanuary 23, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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