As filed with the Securities and Exchange Commission on January 19, 2021

Registration No. 333-250891

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Check appropriate box or boxes)

Oaktree Specialty Lending Corporation

(Exact Name of Registrant as Specified in Charter)

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

(Address of Principal Executive Offices)

(213) 830-6300

(Area Code and Telephone Number)

Mary Gallegly

Oaktree Specialty Lending Corporation

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

(Name and Address of Agent for Service)

Copies to:

William J. Tuttle

Erin M. Lett

Proskauer Rose LLP

1001 Pennsylvania Avenue NW

Suite 600 South

Washington, DC 20004

Telephone: (202) 416-6800

Fax: (202) 416-6899

Approximate Date of Proposed Public Offering: As soon as practicable after this registration statement becomes effective and upon completion of the transactions described in the enclosed document.

Calculation of Registration Fee under the Securities Act of 1933

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. OCSL may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where such offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION — DATED JANUARY 19, 2021

OAKTREE SPECIALTY LENDING CORPORATION

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

[●], 2021

Dear Stockholder:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders (the “OCSL Annual Meeting”) of Oaktree Specialty Lending Corporation, a Delaware corporation (“OCSL”), to be held virtually on March 15, 2021, at 10:00 a.m., Pacific Time, at the following website: www.virtualshareholdermeeting.com/ocsl2021. Stockholders of record of OCSL at the close of business on January 19, 2021 are entitled to notice of, and to vote at, the OCSL Annual Meeting or any adjournment or postponement thereof.

The notice of annual meeting and the joint proxy statement/prospectus accompanying this letter provide an outline of the business to be conducted at the OCSL Annual Meeting. At the OCSL Annual Meeting, you will be asked to:

Closing of the Mergers (as defined below) is contingent upon (a) OCSL stockholder approval of the Merger Stock Issuance Proposal, (b) OCSI stockholder approval of the Merger Agreement and (c) satisfaction or waiver of certain other closing conditions. If the Merger does not close, then the OCSL Common Stock will not be issued pursuant to the Merger Stock Issuance Proposal, even if approved by the OCSL stockholders.

OCSL and OCSI are proposing a combination of both companies by a merger and related transactions pursuant to the Merger Agreement in which Merger Sub would merge with and into OCSI (the “Merger”), with OCSI continuing as the surviving company and as a wholly owned subsidiary of OCSL. Immediately after the effectiveness of the Merger, OCSI will merge with and into OCSL (together with the Merger, the “Mergers”), with OCSL continuing as the surviving company.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of OCSI (“OCSI Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares owned by OCSL or any of its consolidated subsidiaries (the “Cancelled Shares”)) will be converted into the right to receive a number of shares of OCSL Common Stock equal to the Exchange Ratio (as defined below), plus any cash in lieu of fractional shares.

Under the Merger Agreement, as of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time (such date, the “Determination Date”), each of OCSI and OCSL will deliver to the other a calculation of its net asset value as of such date (such calculation with respect to OCSI, the

“Closing OCSI Net Asset Value” and such calculation with respect to OCSL, the “Closing OCSL Net Asset Value”), in each case using a pre-agreed set of assumptions, methodologies and adjustments. Based on such calculations, the parties will calculate the “OCSI Per Share NAV”, which will be equal to (i) the Closing OCSI Net Asset Value divided by (ii) the number of shares of OCSI Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares), and the “OCSL Per Share NAV”, which will be equal to (A) the Closing OCSL Net Asset Value divided by (B) the number of shares of OCSL Common Stock issued and outstanding as of the Determination Date. The “Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the OCSI Per Share NAV divided by (ii) the OCSL Per Share NAV.

In connection with entry into the Merger Agreement and subject to completion of the transactions contemplated thereby, Oaktree Fund Advisors, LLC has agreed to waive $750,000 of base management fees payable to it under the investment advisory agreement, dated as of May 4, 2020, between OCSL and Oaktree Fund Advisors, LLC in each of the eight quarters immediately following the closing of the Mergers (for an aggregate waiver of $6.0 million of base management fees).

The market value of the consideration to be received by OCSI’s stockholders will fluctuate with changes in the market price of OCSL Common Stock. OCSL urges you to obtain current market quotations of OCSL Common Stock. OCSL Common Stock trades on The Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “OCSL”. The following table shows the closing sale prices of OCSL Common Stock, as reported on Nasdaq on October 28, 2020, the last trading day before the execution of the Merger Agreement, and on [●], 2021, the last trading day before printing this document.

Your vote is extremely important. The holders of at least a majority of the issued and outstanding shares of OCSL Common Stock must be present at the OCSL Annual Meeting for each of the OCSL Proposals to be voted on. The election of directors in connection with the Director Proposal requires the affirmative vote of the holders of at least a plurality of votes cast by holders of shares of OCSL Common Stock present at the OCSL Annual Meeting, virtually or represented by proxy, and entitled to vote thereat. The approval of each of the Auditor Proposal and the Merger Stock Issuance Proposal requires the affirmative vote of the holders of at least a majority of votes cast by holders of shares of OCSL Common Stock present at the OCSL Annual Meeting, virtually or represented by proxy, and entitled to vote thereat. Votes to “withhold authority” and broker non-votes (which occur when a beneficial owner does not instruct its broker, bank, trustee or nominee holding its shares of OCSL Common Stock how to vote such shares on its behalf), if any, will not be included in determining the number of votes cast and, as a result, will have no effect on the voting outcome of the Director Proposal. Abstentions and broker non-votes, if any, will not be included in determining the number of votes cast and, as a result, will have no effect on the voting outcome of the Auditor Proposal or the Merger Stock Issuance Proposal.

After careful consideration and, with respect to the Merger Stock Issuance Proposal, on the recommendation of a special committee of the Board of Directors of OCSL (the “OCSL Board”), the OCSL Board unanimously recommends that OCSL’s stockholders vote “FOR” the election of each of the nominees proposed by the OCSL Board in connection with the Director Proposal, “FOR” the Auditor Proposal and “FOR” the Merger Stock Issuance Proposal.

It is important that your shares be represented at the OCSL Annual Meeting. Please follow the instructions on the enclosed proxy card and vote via the Internet, by telephone or by signing, dating and returning the enclosed proxy card. OCSL encourages you to vote via the Internet as it saves OCSL significant time and processing costs. Voting by proxy does not deprive you of your right to participate in the virtual OCSL Annual Meeting.

This joint proxy statement/prospectus describes the OCSL Annual Meeting, the Mergers and the documents related to the Mergers (including the Merger Agreement) that OCSL’s stockholders should

review before voting on the Merger Stock Issuance Proposal and should be retained for future reference. Please carefully read this entire document, including “Risk Factors” beginning on page 21 and as otherwise incorporated by reference in this joint proxy statement/prospectus, for a discussion of the risks relating to the Mergers and OCSL. OCSL files periodic reports, current reports, proxy statements and other information with the U.S. Securities and Exchange Commission. This information is available free of charge, and stockholder inquiries can be made, by contacting OCSL at 333 South Grand Ave., 28th Floor, Los Angeles, CA 90071 or by calling OCSL collect at (213) 830-6300 or on OCSL’s website at www.oaktreespecialtylending.com. The Securities and Exchange Commission also maintains a website at www.sec.gov that contains such information. Except for the documents incorporated by reference into this joint proxy statement/prospectus, information on OCSL’s website is not incorporated into or a part of this joint proxy statement/prospectus.

No matter how many or few shares in OCSL you own, your vote and participation are very important to us.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of OCSL Common Stock to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [●], 2021 and is first being mailed or otherwise delivered to OCSL stockholders on or about [●], 2021.

OAKTREE SPECIALTY LENDING CORPORATION

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

NOTICE OF VIRTUAL 2021 ANNUAL MEETING OF STOCKHOLDERS

Online Meeting Only — No Physical Meeting Location

www.virtualshareholdermeeting.com/ocsl2021

March 15, 2021, 10:00 a.m., Pacific Time

Dear Stockholders:

The 2021 Annual Meeting of Stockholders (the “OCSL Annual Meeting”) of Oaktree Specialty Lending Corporation, a Delaware corporation (“OCSL”), will be conducted online on March 15, 2021, at 10:00 a.m., Pacific Time at the following website: www.virtualshareholdermeeting.com/ocsl2021.

At the OCSL Annual Meeting, in addition to transacting such other business as may properly come before the meeting and any adjournments and postponements thereof, the stockholders of OCSL will consider and vote on the following proposals as to OCSL:

AFTER CAREFUL CONSIDERATION AND, WITH RESPECT TO THE MERGER STOCK ISSUANCE PROPOSAL, ON THE RECOMMENDATION OF A SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF OCSL (THE “OCSL BOARD”), THE OCSL BOARD UNANIMOUSLY RECOMMENDS THAT OCSL’S STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES PROPOSED BY THE OCSL BOARD IN CONNECTION WITH THE DIRECTOR PROPOSAL, “FOR” THE AUDITOR PROPOSAL AND “FOR” THE MERGER STOCK ISSUANCE PROPOSAL.

You have the right to receive notice of, and to vote at, the OCSL Annual Meeting if you were a stockholder of record of OCSL at the close of business on January 19, 2021. A joint proxy statement/prospectus is attached to this Notice that describes the matters to be voted upon at the OCSL Annual Meeting or any adjournment(s) or postponement(s) thereof. The enclosed proxy card will instruct you as to how you may vote your proxy via the Internet, by telephone or by signing, dating and returning the enclosed proxy card. In addition, information regarding how to find the logistical details of the virtual OCSL Annual Meeting (including how to remotely access, participate in and vote during the virtual meeting) is included beginning on page 2 of the attached joint proxy statement/prospectus.

Whether or not you plan to participate in the OCSL Annual Meeting, we encourage you to vote your shares by following the instructions on the enclosed proxy card. Please note, however, that if you wish to vote during the OCSL Annual Meeting and your shares are held of record by a broker, bank, trustee or nominee, you must obtain a “legal” proxy issued in your name from that record holder.

We are not aware of any other business, or any other nominees for election as directors of OCSL, that may properly be brought before the OCSL Annual Meeting.

Thank you for your continued support of OCSL.

Los Angeles, CA

[●], 2021

To ensure proper representation at the OCSL Annual Meeting, please follow the instructions on the enclosed proxy card to vote your shares via the Internet or telephone, or by signing, dating and returning the enclosed proxy card. Even if you vote your shares prior to the OCSL Annual Meeting, you still may participate in the virtual OCSL Annual Meeting.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. OCSL may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where such offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION — DATED JANUARY 19, 2021

OAKTREE STRATEGIC INCOME CORPORATION

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

[●], 2021

Dear Stockholder:

You are cordially invited to attend the Special Meeting of Stockholders (the “OCSI Special Meeting”) of Oaktree Strategic Income Corporation, a Delaware corporation (“OCSI”), to be held virtually on March 15, 2021, at 10:30 a.m., Pacific Time, at the following website: www.virtualshareholdermeeting.com/ocsi2021. Stockholders of record of OCSI at the close of business on January 19, 2021 are entitled to notice of, and to vote at, the OCSI Special Meeting or any adjournment or postponement thereof.

The notice of special meeting and the joint proxy statement/prospectus accompanying this letter provide an outline of the business to be conducted at the OCSI Special Meeting. At the OCSI Special Meeting, you will be asked to adopt the Agreement and Plan of Merger, dated as of October 28, 2020 (the “Merger Agreement”), among OCSI, Oaktree Specialty Lending Corporation, a Delaware corporation (“OCSL”), Lion Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of OCSL (“Merger Sub”), and, for the limited purposes set forth therein, Oaktree Fund Advisors, LLC, a Delaware limited liability company and investment adviser to each of OCSL and OCSI, and approve the transactions contemplated thereby, including the Mergers (as defined below) (such proposal collectively, the “Merger Proposal”).

Closing of the Mergers (as defined below) is contingent upon (a) OCSI stockholder approval of the Merger Proposal, (b) OCSL stockholder approval of the issuance of shares of common stock, par value $0.01 per share, of OCSL (“OCSL Common Stock”) pursuant to the Merger Agreement and (c) satisfaction or waiver of certain other closing conditions.

OCSL and OCSI are proposing a combination of both companies by a merger and related transactions pursuant to the Merger Agreement in which Merger Sub would merge with and into OCSI (the “Merger”), with OCSI continuing as the surviving company and as a wholly owned subsidiary of OCSL. Immediately after the effectiveness of the Merger, OCSI will merge with and into OCSL (together with the Merger, the “Mergers”), with OCSL continuing as the surviving company.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of OCSI (“OCSI Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares owned by OCSL or any of its consolidated subsidiaries (the “Cancelled Shares”)) will be converted into the right to receive a number of shares of OCSL Common Stock equal to the Exchange Ratio (as defined below), plus any cash in lieu of fractional shares.

Under the Merger Agreement, as of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time (such date, the “Determination Date”), each of OCSI and OCSL will deliver to the other a calculation of its net asset value as of such date (such calculation with respect to OCSI, the “Closing OCSI Net Asset Value” and such calculation with respect to OCSL, the “Closing OCSL Net Asset Value”), in each case using a pre-agreed set of assumptions, methodologies and adjustments. Based on such calculations, the parties will calculate the “OCSI Per Share NAV”, which will be equal to (i) the Closing OCSI Net Asset Value divided by (ii) the number of shares of OCSI Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares), and the “OCSL Per Share NAV”, which will be equal to (A) the Closing OCSL Net Asset Value divided by (B) the number of shares of OCSL Common Stock issued and outstanding as of the Determination Date. The “Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the OCSI Per Share NAV divided by (ii) the OCSL Per Share NAV.

The market value of the consideration to be received by OCSI’s stockholders will fluctuate with changes in the market price of OCSL Common Stock. OCSI urges you to obtain current market quotations of OCSL Common Stock. OCSL Common Stock trades on The Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “OCSL”. The following table shows the closing sale prices of OCSL Common Stock, as reported on Nasdaq on October 28, 2020, the last trading day before the execution of the Merger Agreement, and on [●], 2021, the last trading day before printing this document.

Your vote is extremely important. At the OCSI Special Meeting, you will be asked to vote on the Merger Proposal. The approval of the Merger Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of OCSI Common Stock entitled to vote at the OCSI Special Meeting. Abstentions and broker non-votes (which occur when a beneficial owner does not instruct its broker, bank, trustee or nominee holding its shares of OCSI Common Stock how to vote such shares on its behalf) will not count as affirmative votes cast and will therefore have the same effect as votes “against” the Merger Proposal.

After careful consideration, on the recommendation of a special committee of the Board of Directors of OCSI, the Board of Directors of OCSI unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that OCSI’s stockholders vote “FOR” the Merger Proposal.

It is important that your shares be represented at the OCSI Special Meeting. Please follow the instructions on the enclosed proxy card and vote via the Internet, by telephone or by signing, dating and returning the enclosed proxy card. OCSI encourages you to vote via the Internet as it saves OCSI significant time and processing costs. Voting by proxy does not deprive you of your right to participate in the virtual OCSI Special Meeting.

This joint proxy statement/prospectus describes the OCSI Special Meeting, the Mergers, and the documents related to the Mergers (including the Merger Agreement) that OCSI’s stockholders should review before voting on the Merger Proposal and should be retained for future reference. Please carefully read this entire document, including “Risk Factors ” beginning on page 21 and as otherwise incorporated by reference in this joint proxy statement/prospectus, for a discussion of the risks relating to the Mergers, OCSL and OCSI. OCSI files periodic reports, current reports, proxy statements and other information with the U.S. Securities and Exchange Commission. This information is available free of charge, and stockholder inquiries can be made, by contacting OCSI at 333 South Grand Ave., 28th Floor, Los Angeles, CA 90071 or by calling OCSI collect at (213) 830-6300 or on OCSI’s website at www.oaktreestrategicincome.com. The Securities and Exchange Commission also maintains a website at www.sec.gov that contains such information. Except for the documents incorporated by reference into this joint proxy statement/prospectus, information on OCSI’s website is not incorporated into or a part of this joint proxy statement/prospectus.

No matter how many or few shares in OCSI you own, your vote and participation are very important to us.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of OCSL Common Stock to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [●], 2021 and is first being mailed or otherwise delivered to OCSI stockholders on or about [●], 2021.

OAKTREE STRATEGIC INCOME CORPORATION

333 South Grand Avenue, 28th

Floor Los Angeles, CA 90071

NOTICE OF VIRTUAL SPECIAL MEETING OF STOCKHOLDERS

Online Meeting Only — No Physical Meeting Location

www.virtualshareholdermeeting.com/ocsi2021

March 15, 2021, 10:30 a.m., Pacific Time

Dear Stockholders:

The Special Meeting of Stockholders (the “OCSI Special Meeting”) of Oaktree Strategic Income Corporation, a Delaware corporation (“OCSI”), will be conducted online on March 15, 2021, at 10:30 a.m., Pacific Time, at the following website: www.virtualshareholdermeeting.com/ocsi2021.

At the OCSI Special Meeting, in addition to transacting such other business as may properly come before the meeting and any adjournments and postponements thereof, stockholders of OCSI will consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of October 28, 2020 (the “Merger Agreement”), among OCSI, Oaktree Specialty Lending Corporation, a Delaware corporation (“OCSL”), Lion Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of OCSL (“Merger Sub”), and, for the limited purposes set forth therein, Oaktree Fund Advisors, LLC, a Delaware limited liability company and investment adviser to each of OCSL and OCSI, and approve the transactions contemplated thereby, including the Mergers (as defined below) (such proposal collectively, the “Merger Proposal”).

OCSI is proposing a combination of OCSL and OCSI by a merger and related transactions pursuant to the Merger Agreement in which Merger Sub would merge with and into OCSI (the “Merger”), with OCSI continuing as the surviving company and as a wholly owned subsidiary of OCSL. Immediately after the effectiveness of the Merger, OCSI will merge with and into OCSL (together with the Merger, the “Mergers”), with OCSL continuing as the surviving company.

AFTER CAREFUL CONSIDERATION, ON THE RECOMMENDATION OF A SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF OCSI, THE BOARD OF DIRECTORS OF OCSI UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGERS, AND UNANIMOUSLY RECOMMENDS THAT OCSI’S STOCKHOLDERS VOTE “FOR” THE MERGER PROPOSAL.

You have the right to receive notice of, and to vote at, the OCSI Special Meeting if you were a stockholder of record of OCSI at the close of business on January 19, 2021. A joint proxy statement/prospectus is attached to this Notice that describes the matters to be voted upon at the OCSI Special Meeting or any adjournment(s) or postponement(s) thereof. The enclosed proxy card will instruct you as to how you may vote your proxy via the Internet, by telephone or by signing, dating and returning the enclosed proxy card. In addition, information regarding how to find the logistical details of the virtual OCSI Special Meeting (including how to remotely access, participate in and vote during the virtual meeting) is included on page 3 of the attached joint proxy statement/prospectus.

Whether or not you plan to participate in the OCSI Special Meeting, we encourage you to vote your shares by following the instructions on the enclosed proxy card. Please note, however, that if you wish to vote during the OCSI Special Meeting and your shares are held of record by a broker, bank, trustee or nominee, you must obtain a “legal” proxy issued in your name from that record holder.

We are not aware of any other business that may properly be brought before the OCSI Special Meeting.

Thank you for your continued support of OCSI.

Los Angeles, CA

[●], 2021

To ensure proper representation at the OCSI Special Meeting, please follow the instructions on the enclosed proxy card to vote your shares via the Internet or telephone, or by signing, dating and returning the enclosed proxy card. Even if you vote your shares prior to the OCSI Special Meeting, you still may participate in the virtual OCSI Special Meeting.

TABLE OF CONTENTS

i

ii

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form N-14 filed with the U.S. Securities and Exchange Commission (the “SEC”) by OCSL (File No. 333-250891), constitutes a prospectus of OCSL under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of OCSL Common Stock to be issued to OCSI Stockholders, pursuant to the Merger Agreement.

This document also constitutes a joint proxy statement of OCSL and OCSI under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to: (1) the Annual Meeting of Stockholders of OCSL (the “OCSL Annual Meeting”), at which OCSL Stockholders will be asked to vote upon the Director Proposal (as defined below), the Auditor Proposal (as defined below) and the Merger Stock Issuance Proposal (as defined below); and (2) the Special Meeting of Stockholders of OCSI (the “OCSI Special Meeting”), at which OCSI Stockholders will be asked to vote upon the Merger Proposal (as defined below).

You should rely only on the information contained in this joint proxy statement/prospectus, including in determining how to vote the shares of OCSL Common Stock or OCSI Common Stock, as applicable. No one has been authorized to provide you with information that is different from that contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [●], 2021. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date. Neither any mailing of this joint proxy statement/prospectus to OCSL Stockholders or OCSI Stockholders nor the issuance of OCSL Common Stock in connection with the Mergers will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Except where the context otherwise indicates, information contained in this joint proxy statement/prospectus regarding OCSL has been provided by OCSL and information contained in this joint proxy statement/prospectus regarding OCSI has been provided by OCSI.

When used in this document, unless otherwise indicated in this document or the context otherwise requires:

iii

iv

QUESTIONS AND ANSWERS ABOUT THE STOCKHOLDER MEETINGS AND THE PROPOSALS

The questions and answers below highlight only selected information from this joint proxy statement/prospectus. They do not contain all of the information that may be important to you. You should read carefully this entire document to fully understand the Merger Agreement and the transactions contemplated thereby (including the Mergers) and the voting procedures for each of the OCSL Annual Meeting and the OCSI Special Meeting.

Questions and Answers about the Stockholder Meetings

OCSI is furnishing these materials in connection with the solicitation of proxies by the OCSI Board for use at the OCSI Special Meeting to be held virtually on March 15, 2021, at 10:30 a.m., Pacific Time, at the following website: www.virtualshareholdermeeting.com/ocsi2021.

This joint proxy statement/prospectus and the accompanying materials are being mailed on or about [●], 2021 to stockholders of record of OCSL and OCSI described below and are available at www.proxyvote.com.

1

An OCSL Stockholder may also authorize a proxy by telephone or through the Internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the Internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or Internet link.

2

Important notice regarding the availability of proxy materials for the OCSL Annual Meeting. OCSL’s joint proxy statement/prospectus, OCSL’s Annual Report on Form 10-K for the year ended September 30, 2020 and the proxy card are available at www.proxyvote.com.

An OCSI Stockholder may also authorize a proxy by telephone or through the Internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the Internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or Internet link.

Important notice regarding the availability of proxy materials for the OCSI Special Meeting. OCSI’s joint proxy statement/prospectus and the proxy card are available at www.proxyvote.com.

3

Shares for which brokers have not received voting instruction from the beneficial owner of the shares and do not have discretionary authority to vote on certain proposals are considered “broker non-votes” with respect to such proposals.

For the OCSL Annual Meeting, broker non-votes, if any, will be treated as shares present for quorum purposes. Such broker non-votes will not be included in determining the number of votes cast and, as a result, will have no effect on the Director Proposal, the Auditor Proposal or the Merger Stock Issuance Proposal.

For the OCSI Special Meeting, broker non-votes, if any, will not be treated as shares present for quorum purposes and will not count as affirmative votes cast and will therefore have the same effect as votes “against” the Merger Proposal.

4

Pursuant to OCSL’s fourth amended and restated bylaws (“OCSL’s bylaws”), the chairman of the OCSL Annual Meeting shall have the power to adjourn the OCSL Annual Meeting, whether or not a quorum is present, from time to time for any reason and without notice other than announcement at the OCSL Annual Meeting.

Pursuant to OCSI’s amended and restated bylaws (“OCSI’s bylaws”), the chairman of the OCSI Special Meeting shall have the power to adjourn the OCSI Special Meeting, whether or not a quorum is present, from time to time for any reason and without notice other than announcement at the OCSI Special Meeting.

The affirmative vote of the holders of a majority of the votes cast by the holders of outstanding shares of OCSL Common Stock at the OCSL Annual Meeting in person or by proxy at a meeting at which a quorum is present is required for approval of the Auditor Proposal and the Merger Stock Issuance Proposal (i.e., the number of shares voted “for” the proposal must exceed the number of shares voted “against” such proposal). Abstentions and broker non-votes, if any, will not be included in determining the number of votes cast and, as a result, will have no effect on the Auditor Proposal or the Merger Stock Issuance Proposal.

If the Mergers do not close because either the OCSL Stockholders or the OCSI Stockholders do not approve the applicable proposals or any of the other conditions to the Closing is not satisfied or waived, each of OCSL and OCSI will continue to operate pursuant to the current agreements in place for each, and each of OCSL’s and OCSI’s respective directors and officers will continue to serve as its directors and officers, respectively, until their successors are duly elected and qualified, or their resignation.

5

The registration statement (of which this joint proxy statement/prospectus forms a part), the Notice of Annual Meeting of Stockholders of OCSL, the Notice of Special Meeting of Stockholders of OCSI and the proxy cards are available at www.proxyvote.com.

Investor Relations

Oaktree Specialty Lending Corporation

1301 Avenue of the Americas, 34th Floor

New York, NY 10019

(212) 284-1900

ocsl-ir@oaktreecapital.com

6

If you are an OCSI Stockholder, you can contact Investor Relations at the below contact information with any additional questions:

Investor Relations

Oaktree Strategic Income Corporation

1301 Avenue of the Americas, 34th Floor

New York, NY 10019

(212) 284-1900

ocsi-ir@oaktreecapital.com

Questions and Answers about the Mergers

OCSI and OCSL will update and redeliver the Closing OCSI Net Asset Value or the Closing OCSL Net Asset Value, respectively, in the event of a material change to such calculation between the Determination Date and the closing of the Mergers and if needed to ensure that the calculation is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time.

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Following the Effective Time, the holders of shares of OCSI Common Stock will be entitled to receive dividends or other distributions declared by the OCSL Board with a record date after the Effective Time theretofore payable with respect to the whole shares of OCSL Common Stock received as part of the Merger Consideration.

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OCSI’s investment objective is to generate a stable source of current income while minimizing the risk of principal loss and, to a lesser extent, capital appreciation by providing innovative first-lien financing solutions to companies across a wide variety of industries. To a lesser extent, OCSI may also invest in unsecured loans, including subordinated loans and bonds, issued by private middle-market companies, senior and subordinated loans and bonds issued by public companies and equity investments. OCSI expects its portfolio to include primarily first lien floating rate senior secured financings although OCSI may also make other investments.

Oaktree is generally focused on middle-market companies, which OCSL and OCSI define as companies with enterprise values of between $100 million and $750 million. Each of OCSL and OCSI generally invests in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “high yield” and “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. OCSL and OCSI have substantially similar risks as each focuses on making investments in privately-held middle-market companies.

Over time, OCSL expects to rotate OCSI’s lower yielding portfolio into higher yielding, proprietary investments.

OCSL and OCSI have substantially similar risks as each focuses on making debt investments in middle-market companies.

A: Yes. Although the calculation of the base management fee and incentive fees payable under the OCSL Investment Advisory Agreement will remain unchanged, legacy OCSL Stockholders would have incurred additional expenses primarily due to higher historical interest expense and acquired fund expenses at OCSI that would have been borne by the combined company had the Mergers been completed on September 30, 2020.

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A: Yes. Under the OCSI Investment Advisory Agreement, the base management fee is calculated at an annual rate of 1.00% of the average value of OCSI’s total gross assets at the end of the two most recently completed quarters, including any investment made with borrowings, but excluding cash and cash equivalents. However, under the OCSL Investment Advisory Agreement (which will serve as the investment advisory agreement for the combined company post-Mergers), the base management fee is calculated at a rate of 1.50% of OCSL’s total gross assets at the end of each quarter, including any investment made with borrowings, but excluding cash and cash equivalents; provided, however, the base management fee is calculated at an annual rate of 1.00% of the value of OCSL’s total gross assets, including any investments made with borrowings, but excluding cash and cash equivalents, that exceeds the product of (i) 200% (calculated in accordance with the Investment Company Act, and giving effect to exemptive relief OCSL has received with respect to debentures issued by a small business investment company subsidiary) and (ii) OCSL’s net assets. While Oaktree has agreed to waive $750,000 of base management fees in each of the eight quarters immediately following the closing of the Mergers (for an aggregate waiver of $6.0 million of base management fees), OCSL’s base management fee rate is higher than that of OCSI. Such higher base management fee could result in decreases in net investment income or dividends for OCSI Stockholders if Oaktree is unable to successfully rotate out of lower-yielding OCSI investments.

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RISK FACTORS

In addition to the other information included in this document, stockholders should carefully consider the risks described below in determining whether to approve (i) in the case of OCSL Stockholders, the Merger Stock Issuance Proposal and (ii) in the case of OCSI Stockholders, the Merger Proposal. The information in “Item 1A. Risk Factors” in Part I of OCSL’s Annual Report on Form 10-K (file no. 814-00755) for the fiscal year ended September  30, 2020 is incorporated herein by reference for general risks related to OCSL. The information in “Item 1A. Risk Factors” in Part I of OCSI’s Annual Report on Form 10-K (file no. 814-01013) for the fiscal year ended September 30, 2020 is incorporated herein by reference for general risks related to OCSI. The occurrence of any of these risks could materially and adversely affect the business, prospects, financial condition, results of operations and cash flow of OCSL and OCSI and, following the Mergers, the combined company and might cause you to lose all or part of your investment. The risks, as set out below and incorporated by reference herein, are not the only risks OCSL and OCSI and, following the Mergers, the combined company face, and there may be additional risks that OCSL and OCSI do not presently know of or that they currently consider not likely to have a significant impact. New risks may emerge at any time and OCSL and OCSI cannot predict such risks or estimate the extent to which they may affect the business or financial performance of OCSL and OCSI and, following the Mergers, the combined company. See also “Incorporation by Reference for OCSL,” “Incorporation by Reference for OCSI” and “Where You Can Find More Information” in this joint proxy statement/prospectus.

Risks Relating to the Mergers

Because the market price of OCSL Common Stock and the NAV per share of OCSI Common Stock and OCSL Common Stock will fluctuate, OCSI Stockholders cannot be sure of the market value of the consideration they will receive in connection with the Mergers until the closing date of the Mergers.

At the Effective Time, each share of OCSI Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) will be converted into the right to receive a number of shares of OCSL Common Stock, equal to the Exchange Ratio, plus any cash (without interest) in lieu of fractional shares. The market value of such consideration to be received by OCSI Stockholders upon completion of the Mergers (the “Merger Consideration”) may vary from the closing price of OCSI Common Stock and OCSL Common Stock, respectively, on the date the Mergers were announced, on the date of the OCSI Special Meeting to consider the Merger Proposal and on the date the Mergers are completed. Any change in the market price of OCSL Common Stock prior to completion of the Mergers will affect the market value of the Merger Consideration that OCSI Stockholders will receive upon completion of the Mergers. Additionally, the Exchange Ratio will fluctuate as OCSI’s and OCSL’s respective NAVs change prior to Closing.

Accordingly, at the time of the OCSI Special Meeting, OCSI Stockholders will not know or be able to calculate the market value of the Merger Consideration they would receive upon completion of the Mergers. Neither OCSI nor OCSL is permitted to terminate the Merger Agreement or resolicit the vote of their respective stockholders solely because of changes in the market price of shares of OCSL Common Stock. There will be no adjustment to the Merger Consideration for changes in the market price of shares of OCSL Common Stock.

Changes in the market price of OCSL Common Stock may result from a variety of factors, including, among other things:

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These factors are generally beyond the control of OCSL. The range of high and low sales prices per share of OCSL Common Stock as reported on the Nasdaq for the three months ended December 31, 2020 was a low of $4.52 and a high of $5.66. However, historical trading prices are not necessarily indicative of future performance. OCSI Stockholders should obtain current market quotations for shares of OCSL Common Stock prior to the OCSI Special Meeting.

Sales of shares of OCSL Common Stock after the completion of the Mergers may cause the trading price of OCSL Common Stock to decline.

For illustrative purposes, based on September 30, 2020 NAVs and excluding transaction costs and other tax-related distributions, OCSL would issue approximately 1.394 shares of OCSL Common Stock for each share of OCSI Common Stock outstanding, resulting in pro forma ownership of 77.4% for current OCSL Stockholders and 22.6% for current OCSI Stockholders. Former OCSI Stockholders may be required to or decide to sell the shares of OCSL Common Stock that they receive pursuant to the Merger Agreement. In addition, OCSL Stockholders may decide not to hold their shares of OCSL Common Stock after completion of the Mergers. In each case, such sales of OCSL Common Stock could have the effect of depressing the trading price for OCSL Common Stock and may take place promptly following the completion of the Mergers. If this occurs, it could impair OCSL’s ability to raise additional capital through the sale of equity securities should OCSL desire to do so.

Most OCSL Stockholders and OCSI Stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Mergers.

OCSL Stockholders will experience a substantial reduction in their percentage ownership interests and effective voting power in respect of the combined company relative to their percentage ownership interests in OCSL prior to the Mergers unless they hold a comparable or greater percentage ownership in OCSI. Consequently, OCSL Stockholders should generally expect to exercise less influence over the management and policies of the combined company following the Mergers than they currently exercise over the management and policies of OCSL. OCSI Stockholders will experience a substantial reduction in their percentage ownership interests and effective voting power in respect of the combined company relative to their percentage ownership interests in OCSI prior to the Mergers unless they hold a comparable or greater percentage ownership in OCSL. Consequently, OCSI Stockholders should generally expect to exercise less influence over the management and policies of the combined company following the Mergers than they currently exercise over the management and policies of OCSI. In addition, prior to completion of the Mergers, subject to certain restrictions in the Merger Agreement, OCSL and OCSI may issue additional shares of OCSL Common Stock and OCSI Common Stock, respectively, which would further reduce the percentage ownership of the combined company to be held by current OCSL Stockholders and OCSI Stockholders.

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OCSL 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.

The realization of certain benefits anticipated as a result of the Mergers will depend in part on the integration of OCSI’s investment portfolio with OCSL’s investment portfolio, the integration of OCSI’s business with OCSL’s business and the ability to rotate certain investments currently held by OCSI into higher yielding assets. There can be no assurance that OCSI’s investment portfolio or business can be operated profitably or integrated successfully into OCSL’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 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 OCSI’s investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.

OCSL also expects to achieve certain synergies and cost savings from the Mergers when the two companies have fully integrated their portfolios. It is possible that the estimates of these synergies and potential cost savings could ultimately be incorrect. The cost savings estimates also assume OCSL will be able to combine its operations and OCSI’s operations in a manner that permits those cost savings to be fully realized. If the estimates turn out to be incorrect or if OCSL is not able to successfully combine OCSI’s investment portfolio or business with its operations, the anticipated synergies and cost savings may not be fully realized or realized at all or may take longer to realize than expected.

The opinion delivered to the OCSI Special Committee and the OCSI Board from the financial advisor to the OCSI Special Committee will not reflect changes in circumstances between the signing of the Merger Agreement and completion of the Mergers.

The opinion of Houlihan Lokey, the financial advisor to the OCSI Special Committee, was delivered to the OCSI Special Committee and the OCSI Board on, and was dated, October 28, 2020. Changes in OCSL’s or OCSI’s operations and prospects, general market and economic conditions and other factors that may be beyond the control of OCSL or OCSI may significantly alter OCSI’s value or the price of shares of OCSL Common Stock by the time the Mergers are completed. The opinion does not speak as of the time the Mergers will be completed or as of any date other than the date of such opinion.

If the Mergers do not close, OCSL and OCSI will not benefit from the expenses incurred in pursuit of the Mergers.

The Mergers may not be completed. If the Mergers are not completed, OCSL and OCSI will have incurred substantial expenses for which no ultimate benefit will have been received. OCSL and OCSI have incurred out-of-pocket expenses in connection with the Mergers for investment banking, legal and accounting fees and financial printing and other related charges, much of which will be incurred even if the Mergers are not completed.

The termination of the Merger Agreement could negatively impact OCSL and OCSI.

If the Merger Agreement is terminated, there may be various consequences, including:

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The Merger Agreement limits OCSL’s and OCSI’s ability to pursue alternatives to the Mergers.

The Merger Agreement contains provisions that limit OCSL’s and OCSI’s ability to discuss, facilitate or commit to competing third party proposals to acquire all or a significant part of OCSL or OCSI. These provisions, which are typical for transactions of this type, include a termination fee of $5,675,300 payable by third parties to OCSL and $19,960,028 payable by third parties to OCSI under certain circumstances, might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of OCSL or OCSI from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the Mergers or might result in a potential competing acquirer proposing to pay a lower per share price to acquire OCSL or OCSI than it might otherwise have proposed to pay.

The Mergers are subject to closing conditions, including stockholder approvals, that, if not satisfied or (to the extent legally allowed) waived, will result in the Mergers not being completed, which may result in material adverse consequences to the business and operations of OCSL and OCSI.

The Mergers are subject to closing conditions, including certain approvals of OCSL Stockholders and OCSI Stockholders that, if not satisfied, will prevent the Mergers from being completed. The closing condition that OCSI Stockholders approve the Merger Proposal may not be waived under applicable law and must be satisfied for the Mergers to be completed. If OCSI Stockholders do not adopt the Merger Agreement and approve the Mergers and the Mergers are not completed, the resulting failure of the Mergers could have a material adverse impact on OCSL’s and OCSI’s respective businesses and operations. In addition, the closing condition that OCSL Stockholders approve the issuance of shares of OCSL Common Stock pursuant to the Merger Agreement may not be waived and must be satisfied for the Mergers to be completed. If OCSL Stockholders do not approve the Merger Stock Issuance Proposal and the Mergers are not completed, the resulting failure of the Mergers could have a material adverse impact on OCSL’s and OCSI’s respective businesses and operations. In addition to the required approvals of OCSL Stockholders and OCSI Stockholders, the Mergers are subject to a number of other conditions beyond the control of OCSL and OCSI that may prevent, delay or otherwise materially adversely affect completion of the Mergers. OCSL and OCSI cannot predict whether and when these other conditions will be satisfied.

OCSL and OCSI may, to the extent legally allowed, waive one or more conditions to the Mergers without resoliciting stockholder approval.

Certain conditions to OCSL’s and OCSI’s respective obligations to complete the Mergers may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by mutual agreement. In the event that any such waiver does not require resolicitation of stockholders, OCSL and OCSI will each have the discretion to complete the Mergers without seeking further stockholder approval. The conditions requiring the approval of OCSL Stockholders and OCSI Stockholders, however, cannot be waived.

OCSL and OCSI will be subject to operational uncertainties and contractual restrictions while the Mergers are pending.

Uncertainty about the effect of the Mergers may have an adverse effect on OCSL or OCSI and, consequently, on the combined company following completion of the Mergers. These uncertainties may cause those that deal with OCSL or OCSI to seek to change their existing business relationships with them. In addition, the Merger Agreement restricts OCSL and OCSI from taking actions that each might otherwise consider to be in its best interests. These restrictions may prevent OCSL or OCSI from pursuing certain business opportunities that may arise prior to the completion of the Mergers.

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The market prices of OCSL Common Stock and OCSI Common Stock after the Mergers may be affected by factors different from those affecting such common stock currently.

OCSL’s business and OCSI’s business differ in some respects and, accordingly, the results of operations of the combined company and the market prices of OCSL Common Stock and OCSI Common Stock after the Mergers may be affected by factors different from those currently affecting the independent results of operations and trading price of each of OCSL and OCSI, such as a larger stockholder base, a different portfolio composition and a different capital structure.

Accordingly, OCSL’s and OCSI’s respective historical trading prices and financial results may not be indicative of these matters for the combined company following the Mergers.

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COMPARATIVE FEES AND EXPENSES

Comparative Fees and Expenses Relating to the Mergers

The following table is intended to assist OCSL Stockholders and OCSI Stockholders in understanding the costs and expenses that an investor in shares of OCSL Common Stock or OCSI Common Stock bears directly or indirectly and, based on the assumptions set forth below, the pro forma costs and expenses estimated to be incurred by the combined company in the first year following completion of the Mergers. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this document contains a reference to fees or expenses paid or to be paid by “you,” “OCSL” or “OCSI,” stockholders will indirectly bear such fees or expenses as investors in OCSL or OCSI, as applicable. The table below is based on information as of September 30, 2020 (except as noted below) and includes expenses of the applicable consolidated subsidiaries.

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For OCSI, the base management fee is calculated at an annual rate of 1.00% of the average value of OCSI’s total gross assets at the end of the two most recently completed quarters, including any investment made with borrowings, but excluding cash and cash equivalents. See “Item 1. Business — Investment Advisory and Management Agreement — Management Fee” in Part I of OCSI’s Annual Report on Form 10-K (file no. 814-01013) for the fiscal year ended September 30, 2020 for additional information. This table assumes that OCSI’s total gross assets (excluding cash and cash equivalents) are $514.9 million, which was the actual amount of OCSI’s total gross assets as of September 30, 2020.

Following completion of the Mergers, the combined company will be externally managed by Oaktree. The pro forma base management fee has been calculated in accordance with the OCSL Investment Advisory Agreement. The pro forma base management fee referenced in the table above is based on the combined gross assets (excluding cash and cash equivalents) of OCSL and OCSI on a pro forma basis on September 30, 2020 and does not reflect the voluntary, irrevocable waiver by Oaktree of $750,000 of base management fees in each quarter. The pro forma base management fee net of such waiver would be 2.45% of net assets attributable to common stock. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — Management Fee Waiver” in Part II of OCSL’s Annual Report on Form 10-K (file no. 814-00755) for the fiscal year ended September 30, 2020 for additional information.

For each of OCSL and OCSI, the second part of the incentive fee (the “capital gains incentive fee”) is determined and payable in arrears as of the end of each fiscal year (or upon termination of the applicable investment advisory agreement, as of the termination date) commencing with the fiscal year ended September 30, 2019 and equals 17.5% of their respective realized capital gains, if any, on a cumulative basis from the beginning of the fiscal year ended September 30, 2019 through the end of each fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees under the respective investment advisory agreement. Any realized capital gains or losses and unrealized capital depreciation with respect to OCSL’s and OCSI’s portfolio as of the end of the fiscal year ended September 30, 2018 are excluded from the calculation of the second part of the incentive fee.

For the two-year period commencing on October 17, 2017, OCM agreed to waive, to the extent necessary, any management or incentive fees payable to OCM that exceed what would have been paid to Fifth Street Management LLC in the aggregate under the investment advisory agreements between OCSL and OCSI, as applicable, and Fifth Street Management LLC. For illustrative purposes, however, the table above assumes that no management or incentive fees payable to OCM were waived by OCM pursuant to this waiver.

See “Item 1. Business — Investment Advisory and Management Agreement — Management Fee” in Part I of OCSL’s Annual Report on Form 10-K (file no. 814-00755) for the fiscal year ended September 30, 2020 for additional information about the incentive fee payable by OCSL and “Item 1. Business — Investment Advisory and Management Agreement — Management Fee” in Part I of OCSI’s Annual Report on Form 10-K (file no. 814-01013) for the fiscal year ended September 30, 2020 for additional information about the incentive fee payable by OCSI.

For the “Actual” columns, the incentive fees referenced in the table above are based on actual amounts of the incentive fee on income incurred during the year ended September 30, 2020 and the capital gains incentive fee payable under the applicable investment advisory agreement as of September 30, 2020.

Following completion of the Mergers, the combined company will be externally managed by Oaktree. The pro forma incentive fees have been calculated in a manner consistent with the OCSL Investment Advisory Agreement.

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OCSL will exclude any amounts resulting solely from the new cost basis of the acquired OCSI investments established by ASC 805 as a result of the Mergers from the calculation of the incentive fee on income and the incentive fee on capital gains, with such exclusion to be implemented either through an amendment to the OCSL Investment Advisory Agreement or a waiver of such amounts by Oaktree.

For OCSL, this amount includes the annual expenses of Senior Loan Fund I LLC (“SLF JV I”). There are no fees paid by SLF JV I to Oaktree. The annual expenses of SLF JV I include interest payments on the subordinated notes held by Kemper, which represented 13.0% of such expenses for OCSL, and exclude interest payments on the subordinated notes held by OCSL. See “Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations — Senior Loan Fund I LLC” in Part II of OCSL’s Annual Report on Form 10-K (file no. 814-00755) for the fiscal year ended September 30, 2020 for more information on SLF JV I.

For OCSI, this amount includes the annual expenses of OCSI Glick JV LLC (the “OCSI Glick JV”), which include interest payments on the subordinated notes held by GF Debt Funding, which represented 4.8% of such expenses for OCSI, and exclude interest payments on the subordinated notes held by OCSI. The subordinated notes of the OCSI Glick JV did not pay interest during the nine months ended September 30, 2020 and were on non-accrual status as of September  30, 2020. See “Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations — OCSI Glick JV LLC” in Part II of OCSI’s Annual Report on Form 10-K (file no. 814-01013) for the fiscal year ended September 30, 2020 for more information on the OCSI Glick JV.

The “Pro Forma” column assumes the sum of amounts for each of OCSL and OCSI for the combined company following the Mergers.

Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in OCSL, OCSI or the combined company’s common stock following completion of the Mergers on a pro forma basis, in each case assuming that OCSL, OCSI and the combined company hold no cash or liabilities other than debt. In calculating the following

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expense amounts, each of OCSL and OCSI has assumed that it would have no additional leverage and that its annual operating expenses would remain at the levels set forth in the tables above. Calculations for the pro forma combined company following the Mergers assume that the Mergers closed on September 30, 2020 and that the leverage and operating expenses of OCSL and OCSI remain at the levels set forth in the tables above (and gives effect to the base management fee waivers described above). Transaction expenses related to the Mergers are not included in the following examples.

While the example assumes, as required by the SEC, a 5% annual return, performance of OCSL, OCSI and the combined company will vary and may result in a return greater or less than 5%. The incentive fee based on pre-incentive fee net investment income under each of the OCSL Investment Advisory Agreement and the OCSI Investment Advisory Agreement, which, assuming a 5% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the example. If sufficient returns are achieved on investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, expenses, and returns to investors, would be higher. This example assumes that, as of October 1, 2020, the sum of realized capital losses and unrealized capital depreciation on a cumulative basis since October 1, 2018 for each of OCSL and OCSI is zero. In addition, while the example assumes reinvestment of all distributions at NAV, participants in OCSL’s and OCSI’s dividend reinvestment plans will receive a number of shares of OCSL Common Stock or OCSI Common Stock, as applicable, determined by dividing the total dollar amount of the cash distribution payable to a participant by either (i) the greater of (a) the current NAV per share of OCSL Common Stock or OCSI Common Stock, as applicable, and (b) 95% of the market price per share of OCSL Common Stock or OCSI Common Stock, as applicable, at the close of trading on the payment date fixed by the applicable Board of Directors in the event that newly issued shares are used to satisfy the share requirements of the dividend reinvestment plan or (ii) the average purchase price, excluding any brokerage charges or other charges, of all shares of OCSL Common Stock or OCSI Common Stock, as applicable, purchased by the administrator of the applicable dividend reinvestment plan in the event that shares are purchased in the open market to satisfy the share requirements of the dividend reinvestment plan, which may be at, above or below NAV.

The example and the expenses in the table above should not be considered a representation of OCSL’s, OCSI’s, or, following completion of the Mergers, the combined company’s, future expenses, and actual expenses may be greater or less than those shown.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus, including the documents incorporated by reference herein, contains statements that constitute forward-looking statements, which relate to OCSL, OCSI or, following the Mergers, the combined company, regarding future events or the future performance or future financial condition of OCSL, OCSI or, following the Mergers, the combined company. The forward-looking statements may include statements as to: future operating results of OCSL, OCSI or, following the Mergers, the combined company and distribution projections; business prospects of OCSL, OCSI or, following the Mergers, the combined company and the prospects of their portfolio companies; and the impact of the investments that OCSL, OCSI or, following the Mergers, the combined company expect to make. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with:

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In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this joint proxy statement/prospectus involve risks and uncertainties. The actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” in Part I of each of OCSL’s and OCSI’s Annual Reports on Form 10-K (file no. 814-00755 and 814-01013, respectively) for the fiscal year ended September 30, 2020, as such factors may be updated from time to time in their periodic filings with the SEC, and elsewhere contained or incorporated by reference in this joint proxy statement/prospectus.

Other factors that could cause actual results to differ materially include:

OCSL and OCSI have based the forward-looking statements included in this joint proxy statement/prospectus on information available to them on the date of this presentation, and they assume no obligation to update any such forward-looking statements. Although OCSL and OCSI undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that OCSL and OCSI in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

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CAPITALIZATION

The following table sets forth (1) OCSL’s and OCSI’s actual capitalization as of September 30, 2020 and (2) OCSL’s capitalization as adjusted to reflect the effects of the Mergers. You should read this table together with OCSL’s and OCSI’s consolidated financial statements incorporated by reference herein.

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THE OCSL ANNUAL MEETING

Date, Time and Place of the OCSL Annual Meeting

The OCSL Annual Meeting will be held virtually on March 15, 2021, at 10:00 a.m., Pacific Time, at the following website: www.virtualshareholdermeeting.com/ocsl2021.    This joint proxy statement/prospectus and the accompanying materials are being mailed on or about [●], 2021 to stockholders of record of OCSL and are available at www.proxyvote.com.

Purpose of the OCSL Annual Meeting

At the OCSL Annual Meeting, OCSL Stockholders will be asked to approve each of (i) the nominees proposed by the OCSL Board in connection with the Director Proposal; (ii) the Auditor Proposal; and (iii) the Merger Stock Issuance Proposal.

After careful consideration and, with respect to the Merger Stock Issuance Proposal, on the recommendation of the OCSL Special Committee, the OCSL Board unanimously recommends that OCSL Stockholders vote “FOR” the election of each of the nominees proposed by the OCSL Board in connection with the Director Proposal, “FOR” the Auditor Proposal and “FOR” the Merger Stock Issuance Proposal.    

Record Date

The OCSL Record Date is January 19, 2021. The OCSL Record Date is established by the OCSL Board, and only holders of record of shares of OCSL Common Stock at the close of business on the OCSL Record Date are entitled to receive notice of the OCSL Annual Meeting and vote at the OCSL Annual Meeting. As of the OCSL Record Date, there were 140,960,651 shares of OCSL Common Stock outstanding. Each share of OCSL Common Stock held by a holder of record as of the OCSL Record Date has one vote on each matter considered at the OCSL Annual Meeting.

Quorum and Adjournments

For OCSL to conduct business at the OCSL Annual Meeting, a quorum of OCSL Stockholders must be present. The presence at the OCSL Annual Meeting, virtually or by proxy, of the holders of a majority of the shares of OCSL Common Stock outstanding on the OCSL Record Date will constitute a quorum. Votes to “withhold authority” and abstentions will be treated as shares present for quorum purposes. Shares for which brokers have not received voting instructions from the beneficial owner of the shares and do not have discretionary authority to vote on certain proposals (which are considered “broker non-votes” with respect to such proposals) will be treated as shares present for quorum purposes at the OCSL Annual Meeting.

Pursuant to OCSL’s bylaws, the chairman of the OCSL Annual Meeting shall have the power to adjourn the OCSL Annual Meeting, whether or not a quorum is present, from time to time for any reason and without notice other than announcement at the OCSL Annual Meeting.

Broker Non-Votes

Broker non-votes are described as votes cast by a broker or other nominee on behalf of a beneficial holder who does not provide explicit voting instructions to such broker or nominee and who does not attend the meeting.

The Director Proposal is a non-routine matter for OCSL. As a result, if an OCSL Stockholder holds shares in “street name” through a broker, bank or other nominee, the broker, bank or nominee will not be permitted to exercise voting discretion with respect to the Director Proposal. Votes to “withhold authority” and broker non-votes, if any, will not be included in determining the number of votes cast and, as a result, will have no effect on the voting outcome of the Director Proposal.

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The Auditor Proposal is a routine matter for OCSL. As a result, if an OCSL Stockholder holds shares in “street name” through a broker, bank or other nominee, the broker, bank or nominee will be permitted to exercise voting discretion with respect to the Auditor Proposal. Abstentions and broker non-votes, if any, will not be included in determining the number of votes cast and, as a result, will have no effect on the voting outcome of the Auditor Proposal.

The Merger Stock Issuance Proposal is a non-routine matters for OCSL. As a result, if an OCSL Stockholder holds shares in “street name” through a broker, bank or other nominee, the broker, bank or nominee will not be permitted to exercise voting discretion with respect to the Merger Stock Issuance Proposal. Abstentions and broker non-votes, if any, will not be included in determining the number of votes cast and, as a result, will have no effect on the voting outcome of the Merger Stock Issuance Proposal.

Vote Required

The affirmative vote of a plurality of the shares of OCSL Common Stock outstanding and entitled to vote thereon at the OCSL Annual Meeting is required to elect each director nominee of OCSL (i.e., the candidate receiving the most “for” votes will win each election). Stockholders may not cumulate their votes.

The affirmative vote of the holders of a majority of the votes cast by the holders of outstanding shares of OCSL Common Stock at the OCSL Annual Meeting in person or by proxy at a meeting at which a quorum is present is required for approval of the Auditor Proposal and the Merger Stock Issuance Proposal (i.e., the number of shares voted “for” the proposal must exceed the number of shares voted “against” such proposal).

Voting of Management

On the OCSL Record Date, OCSL’s executive officers and directors owned and were entitled to vote approximately 361,761 shares of OCSL Common Stock, representing approximately 0.3% of the outstanding shares of OCSL Common Stock on the OCSL Record Date. None of OCSL’s executive officers or directors has entered into any voting agreement relating to the Mergers.

Voting of Proxies

OCSL encourages OCSL Stockholders to vote their shares, either by voting at the OCSL Annual Meeting or by voting by proxy, which means that OCSL Stockholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with OCSL Stockholders’ instructions. If OCSL Stockholders execute a proxy without specifying their voting instructions, such OCSL Stockholders’ shares will be voted in accordance with the OCSL Board’s recommendation. If any other business is brought before the OCSL Annual Meeting, OCSL Stockholders’ shares will be voted at the OCSL Board’s discretion unless OCSL Stockholders specifically state otherwise on their proxy.

An OCSL Stockholder may also authorize a proxy by telephone or through the Internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the Internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or Internet link.

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Important notice regarding the availability of proxy materials for the OCSL Annual Meeting. OCSL’s joint proxy statement/prospectus, OCSL’s Annual Report on Form 10-K for the year ended September 30, 2020 and the proxy card are available at www.proxyvote.com.

Revocability of Proxies

If you are a stockholder of record of OCSL, you can revoke your proxy as to OCSL at any time before it is exercised by: (i) delivering a written revocation notice that is received prior to the OCSL Annual Meeting to Oaktree Specialty Lending Corporation, 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071, Attention: Secretary; (ii) submitting a later-dated proxy that OCSL receives before the conclusion of voting at the OCSL Annual Meeting; or (iii) participating in the virtual OCSL Annual Meeting and voting online. If you hold shares of OCSL Common Stock through a broker, bank, trustee or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the virtual OCSL Annual Meeting does not revoke your proxy unless you also vote online at the OCSL Annual Meeting.

Solicitation of Proxies

OCSL and OCSI will bear the cost of preparing, printing and mailing this joint proxy statement/prospectus and the accompanying Notice of Annual Meeting of Stockholders of OCSL or Notice of Special Meeting of Stockholders of OCSI, as applicable, and proxy cards based on their respective numbers of stockholders. OCSL and OCSI intend to use the services of Broadridge to aid in the distribution and collection of proxies for an estimated fee of approximately $50,000 plus pass through charges. No additional compensation will be paid to directors, officers or Oaktree employees for such services. For more information regarding expenses related to the Mergers, see “Questions and Answers about the Mergers — Who is responsible for paying the expenses relating to completing the Mergers?”

Appraisal Rights

OCSL Stockholders do not have the right to exercise appraisal rights with respect to any matter to be voted upon at the OCSL Annual Meeting.

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THE OCSI SPECIAL MEETING

Date, Time and Place of the OCSI Special Meeting

The OCSI Special Meeting will be held virtually on March 15, 2021, at 10:30 a.m., Pacific Time, at the following website: www.virtualshareholdermeeting.com/ocsi2021. This joint proxy statement/prospectus and the accompanying materials are being mailed on or about [●], 2021 to stockholders of record of OCSI and are available at www.proxyvote.com.

Purpose of the OCSI Special Meeting

At the OCSI Special Meeting, OCSI Stockholders will be asked to approve the Merger Proposal.

After careful consideration, on the recommendation of the OCSI Special Committee, the OCSI Board unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that OCSI Stockholders vote “FOR” the Merger Proposal.

Record Date

The OCSI Record Date is January 19, 2021. The OCSI Record Date is established by the OCSI Board, and only holders of record of shares of OCSI Common Stock at the close of business on the OCSI Record Date are entitled to receive notice of the OCSI Special Meeting and vote at the OCSI Special Meeting. As of the OCSI Record Date, there were 29,466,768 shares of OCSI Common Stock outstanding. Each share of OCSI Common Stock held by a holder of record as of the OCSI Record Date has one vote on each matter considered at the OCSI Special Meeting.

Quorum and Adjournments

For OCSI to conduct business at the OCSI Special Meeting, a quorum of OCSI Stockholders must be present. The presence at the OCSI Special Meeting, virtually or by proxy, of the holders of a majority of the shares of OCSI Common Stock outstanding on the OCSI Record Date will constitute a quorum. Abstentions will be treated as shares present for quorum purposes. Shares for which brokers have not received voting instructions from the beneficial owner of the shares and do not have discretionary authority to vote on certain proposals (which are considered “broker non-votes” with respect to such proposals) will not be treated as shares present for quorum purposes at the OCSI Special Meeting.

Pursuant to OCSI’s bylaws, the chairman of the OCSI Special Meeting shall have the power to adjourn the OCSI Special Meeting, whether or not a quorum is present, from time to time for any reason and without notice other than announcement at the OCSI Special Meeting.

Broker Non-Votes

Broker non-votes are described as votes cast by a broker or other nominee on behalf of a beneficial holder who does not provide explicit voting instructions to such broker or nominee and who does not attend the meeting. The Merger Proposal is a non-routine matter for OCSI. As a result, if an OCSI Stockholder holds shares in “street name” through a broker, bank or other nominee, the broker, bank or nominee will not be permitted to exercise voting discretion with respect to the Merger Proposal. Broker non-votes will not count as affirmative votes cast and will therefore have the same effect as votes “against” the Merger Proposal.

Vote Required

The affirmative vote of the holders of a majority of the outstanding shares of OCSI Common Stock is required to approve the Merger Proposal.

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Abstentions and broker non-votes will not count as affirmative votes cast and will therefore have the same effect as votes “against” the Merger Proposal. Proxies received will be voted “FOR” the Merger Proposal, unless OCSI Stockholders designate otherwise.

Voting of Management

On the OCSI Record Date, OCSI’s executive officers and directors owned and were entitled to vote approximately 245,210 shares of OCSI Common Stock, representing approximately 0.8% of the outstanding shares of OCSI Common Stock on the OCSI Record Date. None of OCSI’s executive officers or directors has entered into any voting agreement relating to the Mergers.

Voting of Proxies

OCSI encourages OCSI Stockholders to vote their shares, either by voting at the OCSI Special Meeting or by voting by proxy, which means that OCSI Stockholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with OCSI Stockholders’ instructions. If OCSI Stockholders execute a proxy without specifying their voting instructions, such OCSI Stockholders’ shares will be voted in accordance with the OCSI Board’s recommendation. If any other business is brought before the OCSI Special Meeting, the OCSI Stockholders’ shares will be voted at the OCSI Board’s discretion unless the OCSI Stockholders specifically state otherwise on their proxy.

An OCSI Stockholder may also authorize a proxy by telephone or through the Internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the Internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or Internet link.

Important notice regarding the availability of proxy materials for the OCSI Special Meeting. OCSI’s joint proxy statement/prospectus and the proxy card are available at www.proxyvote.com.

Revocability of Proxies

If you are a stockholder of record of OCSI, you can revoke your proxy as to OCSI at any time before it is exercised by: (i) delivering a written revocation notice that is received prior to the OCSI Special Meeting to Oaktree Strategic Income Corporation, 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071, Attention: Secretary; (ii) submitting a later-dated proxy that OCSI receives before the conclusion of voting at the OCSI Special Meeting; or (iii) participating in the virtual OCSI Special Meeting and voting online. If you hold shares of OCSI Common Stock through a broker, bank, trustee or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the virtual OCSI Special Meeting does not revoke your proxy unless you also vote online at the OCSI Special Meeting.

Solicitation of Proxies

OCSL and OCSI will bear the cost of preparing, printing and mailing this joint proxy statement/prospectus and the accompanying Notice of Annual Meeting of Stockholders of OCSL or Notice of Special Meeting of

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Stockholders of OCSI, as applicable, and proxy cards based on their respective numbers of stockholders. OCSL and OCSI intend to use the services of Broadridge to aid in the distribution and collection of proxies for an estimated fee of approximately $50,000 plus pass through charges. No additional compensation will be paid to directors, officers or Oaktree employees for such services. For more information regarding expenses related to the Mergers, see “Questions and Answers about the Mergers — Who is responsible for paying the expenses relating to completing the Mergers?”

Appraisal Rights

OCSI Stockholders do not have the right to exercise appraisal rights with respect to any matter to be voted upon at the OCSI Special Meeting.

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THE MERGERS

The discussion in this joint proxy statement/prospectus, which includes the material terms of the Mergers and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus.

General Description of the Merger

Pursuant to the terms of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into OCSI. OCSI will be the surviving company and will continue its existence as a corporation under the laws of the State of Delaware and a direct, wholly owned subsidiary of OCSL. As of the Effective Time, the separate corporate existence of Merger Sub will cease. Immediately after the effectiveness of the Merger, OCSI will merge with and into OCSL, with OCSL as the surviving entity in the Second Merger. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of OCSI Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) will be converted into the right to receive a number of shares of OCSL Common Stock equal to the Exchange Ratio, plus any cash in lieu of fractional shares.

Based on the number of shares of OCSL Common Stock issued and outstanding and the NAVs of OCSL and OCSI as of September 30, 2020 (and excluding transaction costs and tax-related distributions), OCSL would issue approximately 1.394 shares of OCSL Common Stock for each share of OCSI Common Stock outstanding, resulting in pro forma ownership of 77.4% for current OCSL Stockholders and 22.6% for current OCSI Stockholders.

Background of the Merger

Since an affiliate of Oaktree became investment adviser to each of OCSL and OCSI in October 2017, each of the Boards has met regularly to provide governance and oversight for the ongoing operation of the business of each of OCSL and OCSI, with a focus on investor protection and maximizing stockholder value. Among other items, at these meetings, each Board reviewed long-term strategic plans for OCSL and OCSI as well as potential business opportunities for each of OCSL and OCSI. As part of these discussions, Oaktree and its affiliates have explored means of reducing the discounts to NAV by which each of OCSL Common Stock and OCSI Common Stock has generally traded since October 2017, including through stock repurchase programs and/or equity raises. Oaktree and the Boards have focused their efforts on opportunities to provide additional scale to OCSL and, in particular, OCSI because of the tendency of Business Development Companies with smaller market capitalizations to trade at a larger discount or smaller premium to NAV. In addition, Oaktree and its affiliates have discussed with the Boards means of attracting additional equity research analyst coverage and institutional investors, as additional interest in the stock by potential investors could yield additional secondary market activity, help reduce the discount to NAV per share and otherwise make raising equity capital in the future easier in addition to providing additional liquidity for existing stockholders. Oaktree and its affiliates also have discussed with the OCSI Board limitations on Business Development Companies with market capitalizations and net assets comparable to OCSI related to investment grade credit ratings and related limitations on access to debt capital on attractive terms in the unsecured debt markets.

As part of these reviews of long-term strategic plans for OCSL and OCSI, Oaktree and its affiliates have regularly reviewed with the OCSL Board and the OCSI Board potential mergers, acquisitions, joint ventures and other similar transaction opportunities that could enhance stockholder value, including opportunities related to each Company’s existing joint venture arrangements. From time-to-time, Oaktree and its affiliates have presented to the OCSL Board and the OCSI Board, and the OCSL Board and OCSI Board have considered and discussed, possible strategic transactions that were available to OCSL and OCSI, respectively, and the potential benefits and risks of such transactions.

The onset of the COVID-19 pandemic in March 2020 contributed to significant market volatility and disruption both in the United States and globally. In the United States, the response of federal, state and local

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authorities to the COVID-19 pandemic included widespread “stay at home” orders and the temporary closure of certain businesses, which impacted the supply chains, consumer demand and/or the operations of many businesses.

On April 30, 2020, at a joint regular telephonic meeting of the OCSL Board and the OCSI Board, with representatives of Oaktree, Stradley Ronon Stevens & Young, LLP (“Stradley”), counsel to the Independent Directors, and Proskauer Rose LLP (“Proskauer”), counsel to Oaktree and each of OCSL and OCSI, also in attendance, representatives of Oaktree discussed at length the performance of each of OCSL and OCSI since the onset of the COVID-19 pandemic as well as proactive actions taken by Oaktree and its affiliates to evaluate and support OCSL’s and OCSI’s portfolio companies in light of the COVID-19 pandemic, including outreach to a variety of management teams and sponsors. Representatives of Oaktree noted that, in the then-current environment, they believed attractive risk-adjusted returns could be achieved by making loans to companies in the middle market. Moreover, given the breadth of Oaktree’s investment platform, they expressed a belief that Oaktree had the resources and experience to source, diligence and structure investments in these companies and were well placed to generate attractive returns for investors during the COVID-19 pandemic. Representatives of Oaktree then discussed with the Boards potential opportunities to enhance the balance sheet of each of OCSL and OCSI in order to ensure both entities were well-capitalized to support existing portfolio companies and to make opportunistic investments going forward. As part of this discussion, Oaktree representatives presented to the Boards two means of raising additional equity capital for OCSL and OCSI: (1) issuing shares of OCSL Common Stock or OCSI Common Stock, as applicable, at a price below NAV per share and (2) conducting a rights offering to existing stockholders. Oaktree representatives then outlined the potential benefits and negative considerations of both options, noting in particular that both options would result in dilution (perhaps significant) to existing stockholders and that the stockholder vote required by the Investment Company Act for a Business Development Company to issue shares of common stock at a price below NAV (outside of a rights offering) would likely be difficult for OCSL or OCSI to achieve given their respective stockholder bases.

On July 31, 2020, at a joint regular telephonic meeting of the OCSL Board and the OCSI Board, with representatives of Oaktree, Stradley and Proskauer also in attendance, representatives of Oaktree provided an update on the performance of OCSL’s and OCSI’s portfolio during the ongoing COVID-19 pandemic before discussing two possible alternatives for providing additional scale to OCSI: (1) issuing shares of OCSI Common Stock at NAV per share, with Oaktree funding the difference between NAV per share and the price per share paid by investors, and (2) merging OCSI with and into OCSL. Representatives of Oaktree discussed key considerations in evaluating the alternatives, including the resulting accretion or dilution to stockholders, but did not recommend taking any action at the time.

On September 21, 2020, a joint special telephonic meeting of the OCSL Board and the OCSI Board was held, with representatives of Oaktree, Stradley and Proskauer also in attendance. Representatives of Oaktree outlined an initial proposal for the Mergers, including that the proposed consideration to be paid to OCSI Stockholders would be determined based on the relative NAVs of OCSL and OCSI within 48 hours prior to consummation of the Mergers (a so-called “NAV-for-NAV” transaction). Oaktree discussed the structure and benefits of a NAV-for-NAV transaction and recent market precedent for such a transaction structure. Oaktree representatives also discussed (1) the proposed fee structure and anticipated capital structure for the combined company post-Mergers, including a waiver of a portion of OCSL’s management fees for a period of time to be determined, (2) the approvals required of OCSL Stockholders and OCSI Stockholders and (3) an indicative timeline for the Mergers. Representatives of Oaktree then discussed the expected benefits of the Mergers with the Boards, including increased scale and secondary market liquidity, greater portfolio diversification, enhanced access to debt capital markets at more attractive pricing, accretion of net investment income per share and potential expense savings. Representatives of Proskauer and Stradley discussed with the Boards the fiduciary duties of the directors of each Board under Delaware law and considerations under the Investment Company Act, which were further documented in a written memorandum from Proskauer.

Given the membership of each of the OCSL Board and the OCSI Board is identical, the OCSL Board and the OCSI Board then discussed the formation of a special committee for each Board, consisting solely of certain

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Independent Directors, to analyze and evaluate the Mergers and negotiate the terms of the Mergers on behalf of such Company, with no director serving on the special committee for more than one Board and with each special committee having its own legal counsel. It was noted that Oaktree had provided waivers to enable Proskauer to provide joint representation to each of OCSL, OCSI and Oaktree in the transaction, which was consistent with industry practice in other affiliated investment company mergers. Representatives of Stradley noted that, despite Stradley’s representation of the Independent Directors of both Companies on matters unrelated to the Mergers, Stradley could represent one of the special committees in its evaluation and negotiation of the Mergers, provided that both committees agreed to such representation.

After such discussion, the OCSL Board established the OCSL Special Committee consisting of Ms. Gero and Mr. Ruben. The OCSL Special Committee was authorized to, among other things: (1) review, evaluate, consider and negotiate the terms and conditions of the Mergers and any agreements or arrangements proposed to be entered into by OCSL in connection with or relating to the Mergers, including to determine whether the Mergers are fair to and in the best interests of all OCSL Stockholders and whether the interests of OCSL Stockholders will be diluted for purposes of Rule 17a-8 of the Investment Company Act as a result of the Mergers; (2) recommend to the OCSL Board what action, if any, should be taken by the OCSL Board with respect to the Mergers and any such agreements or arrangements proposed to be entered into in connection with or relating to the Mergers; (3) hire any advisors that they deemed appropriate, including their own legal counsel and financial advisor; and (4) take such other actions as the OCSL Special Committee may deem to be necessary or appropriate for the OCSL Special Committee to discharge its duties. The OCSL Board determined to proceed with the Mergers only if the OCSL Special Committee (a) determined that the Mergers are fair to and in the best interests of all OCSL Stockholders and that the interests of OCSL Stockholders will not be diluted for purposes of Rule 17a-8 of the Investment Company Act as a result of the Mergers and (b) recommended to the full OCSL Board to approve the Mergers. The OCSL Special Committee was not obligated to recommend the Mergers or any agreements or arrangements proposed to be entered into by OCSL in connection with or relating to the Mergers to the OCSL Board and was authorized to determine, if the OCSL Special Committee deemed appropriate, that it was in the best interests of OCSL and OCSL Stockholders not to proceed with the Mergers.

The OCSI Board established the OCSI Special Committee consisting of Mr. Zimmerman and Mr. Jacobson. The OCSI Special Committee was authorized to, among other things: (1) review, evaluate, consider and negotiate the terms and conditions of the Mergers and any agreements or arrangements proposed to be entered into by OCSI in connection with or relating to the Mergers, including to determine whether the Mergers are fair to and in the best interests of all of OCSI Stockholders and whether the interests of OCSI Stockholders will be diluted for purposes of Rule 17a-8 of the Investment Company Act as a result of the Mergers; (2) recommend to the OCSI Board what action, if any, should be taken by the OCSI Board with respect to the Mergers and any such agreements or arrangements proposed to be entered into in connection with or relating to the Mergers; (3) hire any advisors that they deemed appropriate, including their own legal counsel and financial advisor; and (4) take such other actions as the OCSI Special Committee may deem to be necessary or appropriate for the OCSI Special Committee to discharge its duties. The OCSI Board determined to proceed with the Mergers only if the OCSI Special Committee (a) determined that the Mergers are fair to and in the best interests of all OCSI Stockholders and that the interests of OCSI Stockholders will not be diluted for purposes of Rule 17a-8 of the Investment Company Act as a result of the Mergers and (b) recommended to the full OCSI Board to approve the Mergers. The OCSI Special Committee was not obligated to recommend the Mergers or any agreements or arrangements proposed to be entered into by OCSI in connection with or relating to the Mergers to the OCSI Board and was authorized to determine, if the OCSI Special Committee deemed appropriate, that it was in the best interests of OCSI and OCSI Stockholders not to proceed with the Mergers.

After creation of the OCSL Special Committee and the OCSI Special Committee, representatives of Oaktree discussed with the OCSL Board options (and the expected costs) with respect to the engagement of a financial advisor for the proposed Mergers. The OCSL Board determined that the OCSL Special Committee would further discuss the subject of financial advisors at a future meeting. The OCSL Special Committee then selected Stradley to act as legal counsel to the OCSL Special Committee in connection with its analysis and evaluation of the

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Mergers and proceeded to engage Stradley for such role, with the OCSI Special Committee agreeing to proceed on that basis. Stradley agreed to refrain from providing advice to the OCSI Special Committee in connection with the Mergers although it would remain counsel to the OCSI Independent Directors on matters not related to the Mergers, including assisting the Independent Directors in the review of negotiated co-investment transactions and representing the Independent Directors in regularly scheduled quarterly Board and committee meetings.

Following the adjournment of the joint meeting of the Boards, the OCSI Special Committee met separately and without the presence of Oaktree, Proskauer or Stradley for the purpose of selecting legal counsel to represent the OCSI Special Committee in its analysis and evaluation of the Mergers. After interviewing candidates for such role, the OCSI Special Committee selected Dechert LLP (“Dechert”) to act as legal counsel to the OCSI Special Committee and proceeded to engage Dechert in such role and designate it as their independent legal counsel under the Investment Company Act.

On September 23, 2020, Proskauer circulated an initial draft of the Merger Agreement to Stradley and Dechert.

On September 24, 2020, the OCSL Special Committee held a special telephonic meeting, with representatives of Oaktree, Stradley and Proskauer also in attendance. Representatives of Oaktree discussed with the OCSL Special Committee options (and the expected costs) with respect to engaging a financial advisor for the proposed Mergers. Representatives of Proskauer and Stradley discussed considerations under the Delaware General Corporation Law (the “DGCL”) and related case law regarding the potential engagement of a financial advisor by the acquiring entity in a merger. After discussion, the OCSL Special Committee determined to proceed with engaging a financial advisor to provide financial advisory services and evaluate the potential Mergers, including rendering a fairness opinion if requested by the OCSL Special Committee. After discussion among the OCSL Special Committee and representatives of Oaktree, Stradley and Proskauer, the OCSL Special Committee selected certain nationally recognized investment banks to interview for the role of OCSL’s financial advisor in connection with the Mergers and directed Oaktree management to coordinate with Stradley on the scheduling of interviews.

Also, on September 24, 2020, the OCSI Special Committee held a special telephonic meeting with Dechert to discuss the initial draft of the Merger Agreement that had been circulated prior to the meeting and to consider the selection of a financial advisor to the OCSI Special Committee. At the meeting, representatives of Dechert discussed the initial draft of the Merger Agreement that had been circulated prior to the meeting and other aspects regarding the potential mergers. The OCSI Special Committee considered and discussed the reasons for engaging a financial advisor under the DGCL and related case law as well as the approach to be taken to selecting a financial advisor to the OCSI Special Committee for purposes of evaluating the potential Mergers and delivering a fairness opinion regarding the fairness from a financial point of view to holders of OCSI Common Stock of the consideration to be received in connection with the Mergers. After discussion among the OCSI Special Committee and representatives of Dechert, the OCSI Special Committee selected certain nationally recognized investment banks and directed Dechert to coordinate on the scheduling of interviews.

On September 30, 2020, Proskauer circulated a revised draft of the Merger Agreement to Stradley and Dechert.

On September 30, 2020, the OCSI Special Committee held a special telephonic meeting, with representatives of Dechert also in attendance, to interview certain nationally recognized investment banks as financial advisor candidates in connection with its consideration of the Mergers. The OCSI Special Committee evaluated, among other things, the strengths and weaknesses of the presentations made by the financial advisor candidates and each bank’s experience with Business Development Companies, ability to provide high-quality financial advice and assistance with respect to the proposed transaction and estimated fees to be charged in connection with a potential engagement. After evaluating the qualifications of the investment banks, including whether such candidates had relationships with OCSI, OCSL, and Oaktree and its affiliates, the OCSI Special

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Committee authorized the engagement of Houlihan Lokey as the financial advisor to the OCSI Special Committee. Subsequent to the meeting, Houlihan Lokey was engaged to act as the financial advisor to the OCSI Special Committee.

On October 1, 2020 and again on October 2, 2020, the OCSL Special Committee held special telephonic meetings, with representatives of Stradley also in attendance, to interview certain nationally recognized investment banks as financial advisor candidates in connection with its consideration of the Mergers. The OCSL Special Committee evaluated, among other things, the strengths and weaknesses of the presentations made by the financial advisor candidates and each bank’s experience with Business Development Companies, ability to provide high-quality financial advice and assistance with respect to the proposed transaction and estimated fees to be charged in connection with a potential engagement. After evaluating the qualifications of the investment banks, including whether such candidates had relationships with OCSI, OCSL, and Oaktree and its affiliates, the OCSL Special Committee authorized the engagement of Keefe, Bruyette & Woods, Inc. (“KBW”) as the financial advisor to the OCSL Special Committee. Subsequent to the meeting, KBW was engaged to act as the financial advisor to the OCSL Special Committee. After considering OCSL’s status as the acquiring entity in the Mergers and the estimated cost to OCSL Stockholders of requesting that KBW render a fairness opinion, the OCSL Special Committee determined to initially engage KBW to render only financial advisory services, but to have the engagement letter with KBW allow the flexibility to have a fairness opinion rendered if requested by the OCSL Special Committee.

On October 1, 2020, the OCSL Special Committee held a special telephonic meeting, with representatives of Oaktree, Stradley and Proskauer also in attendance. Representatives of Oaktree provided the OCSL Special Committee with an overview of Oaktree’s financial analysis of the Mergers, including the key assumptions underlying such analysis, and the net investment income accretion to OCSL that Oaktree expected would result from the proposed Mergers. Representatives of Oaktree also discussed with the OCSL Special Committee the pro forma liquidity and capital structure of OCSL following the Mergers, the consents required under OCSL’s and OCSI’s respective credit facilities, the potential fee waiver Oaktree was proposing, the expected expense savings from the Mergers and the expected accounting treatment of the Mergers. Discussion ensued and Oaktree management responded to questions from the OCSL Special Committee.

Later on October 1, 2020, the OCSI Special Committee held a special telephonic meeting, with representatives of Oaktree, Dechert and Proskauer also in attendance. Representatives of Oaktree provided the OCSI Special Committee with an overview of Oaktree’s financial analysis of the Mergers, including the key assumptions underlying such analysis and the net investment income accretion to OCSI that Oaktree expected would result from the proposed Mergers. Representatives of Oaktree also discussed with the OCSI Special Committee the pro forma liquidity and capital structure of the combined company following the Mergers, the consents required under OCSL’s and OCSI’s respective credit facilities, the expected expense savings from the Mergers and the expected accounting treatment of the Mergers. Discussion ensued and Oaktree management responded to questions from the OCSI Special Committee.

On October 2, 2020, the OCSI Special Committee held a special meeting at which representatives of Dechert were present. At the meeting, the OCSI Special Committee discussed a revised draft of the proposed Merger Agreement that had been circulated to the members of the OCSI Special Committee prior to the meeting. The OCSI Special Committee discussed the material terms of the proposed Merger Agreement, including a discussion of the structure of the proposed Mergers. In addition, the OCSI Special Committee discussed certain deal protection terms included in the draft Merger Agreement, including events of termination and termination fees, non-solicitation covenants and exceptions thereto and certain other covenants, and the appropriateness of such deal protection measures in light of other affiliated fund mergers as well as the overall market for mergers and acquisitions. The members of the OCSI Special Committee asked questions regarding the draft Merger Agreement and a general discussion ensued regarding the proposed Mergers, the draft Merger Agreement, and comments to the draft Merger Agreement. The OCSI Special Committee requested that Dechert provide certain comments to the draft Merger Agreement on behalf of the OCSI Special Committee. Following the meeting, the

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OCSI Special Committee requested that Dechert coordinate with Houlihan Lokey regarding the financial analysis to be completed by Houlihan Lokey and reviewed with the OCSI Special Committee.

On October 9, 2020, Stradley provided comments on the draft Merger Agreement.

On October 12, 2020, Proskauer and Stradley had a telephone call to discuss the draft Merger Agreement.

On October 14, 2020, Proskauer circulated a revised draft of the Merger Agreement to Stradley.

Later on October 14, 2020, Dechert provided comments on the draft Merger Agreement.

On October 16, 2020, Proskauer circulated a revised draft of the Merger Agreement to Dechert.

On October 16, 2020, the OCSL Special Committee held a special telephonic meeting, with representatives of Oaktree, KBW, Stradley and Proskauer also in attendance. Representatives from Oaktree provided the OCSL Special Committee with (1) an updated financial analysis of the Mergers, including the proposed waiver by Oaktree of a portion of the base management fee for each of the eight quarters following the closing of the Mergers and updated estimates of transaction expenses, and (2) an updated analysis of expected expense savings. Representatives of Oaktree then discussed the potential accounting treatment of the Mergers and the expected impact on OCSL’s financial statements after consummation of the proposed Mergers. After the discussion with representatives of Oaktree, the OCSL Special Committee consulted with representatives of KBW regarding, among other things, (a) potential benefits of the Mergers (as identified by Oaktree) and a comparison of the Mergers to other potential strategic alternatives, including an equity raise at below NAV (either through direct issuance of shares or through a rights offering) or a merger with an unaffiliated Business Development Company, (b) the implied Exchange Ratio based on June 30, 2020 NAVs, (c) the benchmarking of the implied proposed transaction pricing based on such implied Exchange Ratio against the market performance of selected publicly traded companies, (d) the synergistic investment overlap between OCSL and OCSI and (e) illustrative pro forma financial statements and relative contribution to the pro forma company. Representatives of KBW observed that, based on Oaktree’s assumptions underlying the Mergers, the Mergers could be accretive to OCSL’s net investment income. Following this discussion with KBW, Proskauer and Stradley discussed the draft Merger Agreement with the OCSL Special Committee at length, including the covenants and procedures related to unsolicited transaction proposals and remaining open items, and the expected timeline for execution of the agreement. The OCSL Special Committee then met in executive session with KBW and Stradley and discussed the financial aspects of the Mergers reviewed by KBW earlier in the meeting and certain aspects of the draft Merger Agreement, including potential termination fees.

On October 19, 2020, Proskauer circulated a revised draft of the Merger Agreement to Stradley.

On October 20, 2020, the OCSI Special Committee held a special telephonic meeting, with representatives of Oaktree, Dechert, Proskauer and Houlihan Lokey also in attendance. Representatives from Oaktree provided the OCSI Special Committee with (1) an updated financial analysis of the Mergers, including the proposed waiver by Oaktree of a portion of the base management fee for each of the eight quarters following the closing of the Mergers and updated estimates of transaction expenses and (2) an updated analysis of expected expense savings. Representatives of Oaktree then discussed the potential accounting treatment of the Mergers and the expected impact on OCSL’s financial statements after consummation of the proposed Mergers. After these discussions, representatives of Houlihan Lokey reviewed and discussed with the OCSI Special Committee its proposed financial analysis of OCSI, OCSL and the Mergers. Representatives of Houlihan Lokey discussed considerations regarding the strategic rationale for the Mergers and described the methods that Houlihan Lokey intended to use in evaluating the fairness, from a financial point of view, to holders of OCSI Common Stock (other than OCSL and any of its consolidated subsidiaries, including Merger Sub (collectively, the “Excluded Holders”)) of the Exchange Ratio. Following Houlihan Lokey’s review, Proskauer discussed the draft Merger Agreement with the OCSI Special Committee, noting the current status of the Merger Agreement, remaining open items and the expected timeline for execution of the Merger Agreement.

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On October 21, 2020, Proskauer, Dechert and Stradley held a telephone call to discuss the draft Merger Agreement, including the proposed termination fee.

On October 22, 2020, Proskauer circulated a revised draft of the Merger Agreement to Stradley and Dechert.

On October 25, 2020, Stradley confirmed they did not have any further comments on the draft Merger Agreement and, on October 26, 2020, Dechert provided final comments on the draft Merger Agreement, subject in each case to finalization of the dollar amount of the agreed termination fee.

On October 26, 2020, the OCSI Special Committee held a special telephonic meeting with representatives of Houlihan Lokey and Dechert present. At the meeting, representatives of Houlihan Lokey discussed Houlihan Lokey’s preliminary financial analyses of the potential merger with OCSL, including a discussion of the methods and the financial metrics used in its analyses. Houlihan Lokey reviewed the financial terms of the potential transaction and historical trading prices of each of OCSI and OCSL. Houlihan Lokey also discussed the historical financial results for both OCSI and OCSL and reviewed with the OCSI Special Committee financial projections prepared by the management of Oaktree relating to each of OCSI, OCSL and the combined company that would be created if the proposed mergers were consummated. Houlihan Lokey responded to questions raised by the members of the OCSI Special Committee.

On October 28, 2020, Proskauer circulated a revised draft of the Merger Agreement to Stradley and Dechert, each of which confirmed that their firm had no further comments.

On October 28, 2020, the OCSL Special Committee held a special telephonic meeting, with representatives of Oaktree, Stradley, Proskauer and KBW also in attendance. Representatives of Oaktree reviewed with the OCSL Special Committee the key benefits that Oaktree expected to accrue to OCSL and the OCSL Stockholders as a result of the Mergers, including increased scale, enhanced diversification from an integrated portfolio, operating synergies and greater access to debt capital markets. Representatives of Oaktree also discussed with the OCSL Special Committee the potential risks of the Mergers, including the time and ability to rotate out of lower-yielding OCSI assets and potential stockholder litigation. Oaktree representatives noted that, in order to maintain its RIC status and avoid paying excise taxes, OCSI would be required to distribute all previously undistributed taxable income immediately prior to closing of the Mergers, which would reduce its NAV for determining the Exchange Ratio. Representatives of Oaktree then described the expected accounting treatment of the Mergers. Oaktree then described the valuation process for determining the NAVs of OCSL and OCSI within 48 hours of closing in order to calculate the Exchange Ratio and provided an update to its financial analysis of the Mergers.

The OCSL Special Committee then consulted with representatives of KBW, who reviewed potential benefits of the Mergers (both independently and as compared to alternatives including a below-NAV equity raise or rights offering and a merger with an unaffiliated entity) as discussed with the committee at a previous meeting, including the potential for net investment income accretion. KBW also reviewed with the OCSL Special Committee an implied transaction value for the Mergers of $6.67 per OCSI share based on (1) the implied Exchange Ratio resulting from the June 30, 2020 NAVs for OCSL and OCSI (taking into account estimated transaction expenses), (2) recent trading prices for OCSL Common Stock and OCSI Common Stock as of October 23, 2020 and (3) the number of shares of OCSI Common Stock outstanding as of June 30, 2020. KBW compared this implied transaction value and certain financial measures based on it (including the multiples of such implied transaction price to NAV and to net investment income for the 12 months ended June 30, 2020) with the 25th, median and 75th percentile multiples of three groups of selected precedents as follows, based on publicly available information: (1) a selected group of publicly traded BDCs, (2) a selected group of BDC mergers and acquisitions and (3) a selected group of mergers involving affiliated BDCs.

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Given OCSL’s status as the acquiring entity in the Mergers, the NAV-for-NAV structure of the proposed Mergers and the cost to OCSL of the OCSL Special Committee receiving a fairness opinion, the OCSL Special Committee did not request that KBW render a fairness opinion to the OCSL Special Committee.

Representatives of Proskauer then reviewed with the OCSL Special Committee the revised draft of the Merger Agreement and discussed the material changes since the draft previously reviewed and discussed with the OCSL Special Committee, including with respect to the termination fee. Discussion ensued and Proskauer responded to questions from the OCSL Special Committee.

Following a discussion of the foregoing matters and other matters presented, the OCSL Special Committee (1) unanimously determined, and recommended that the OCSL Board determine, (a) that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of OCSL and the OCSL Stockholders and (b) that the interests of existing OCSL Stockholders would not be diluted for purposes of Rule 17a-8 of the Investment Company Act as a result of the transactions contemplated by the Merger Agreement, including the Mergers and (2) unanimously recommended that the OCSL Board approve the Merger Agreement and the transactions contemplated thereby, including the Mergers.

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Later on October 28, 2020, the OCSI Special Committee held a special telephonic meeting, with representatives of Oaktree, Dechert, Proskauer and Houlihan Lokey also participating in such meeting. Representatives of Oaktree reviewed with the OCSI Special Committee the key benefits that Oaktree expected to accrue to OCSI and the OCSI Stockholders as a result of the Mergers, including increased scale, enhanced diversification from an integrated portfolio, operating synergies and greater access to debt capital markets. Representatives of Oaktree also discussed with the OCSI Special Committee the potential risks of the Mergers, including the time and ability to rotate out of lower-yielding OCSI assets and potential stockholder litigation. Oaktree representatives noted that, in order to maintain its RIC status and avoid paying excise taxes, OCSI would be required to distribute all previously undistributed taxable income immediately prior to closing of the Mergers, which would reduce its NAV for determining the Exchange Ratio. Representatives of Oaktree then described the expected accounting treatment of the Mergers and the valuation process for determining the NAVs of OCSL and OCSI within 48 hours of closing in order to calculate the Exchange Ratio and provided an update to its financial analysis of the Mergers. At the request of the OCSI Special Committee, Houlihan Lokey then reviewed and discussed its financial analyses with respect to OCSI, OCSL and the proposed Mergers. Thereafter, at the request of the OCSI Special Committee, Houlihan Lokey orally rendered its opinion to the OCSI Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion dated October 28, 2020 addressed to the OCSI Special Committee and, as requested by the OCSI Special Committee, the OCSI Board), as to, as of such date, the fairness, from a financial point of view, to holders of OCSI Common Stock (other than the Excluded Holders) of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement. Representatives of Proskauer then reviewed with the OCSI Special Committee the revised draft of the Merger Agreement and discussed the material changes since the draft previously reviewed by and discussed with the OCSI Special Committee, including with respect to the termination fee. Discussion ensued and Proskauer responded to questions from the OCSI Special Committee.

Following a discussion of the foregoing matters and other matters presented, the OCSI Special Committee (1) unanimously determined, and recommended that the OCSI Board determine, (a) that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of OCSI and the OCSI Stockholders and (b) that the interests of existing OCSI Stockholders would not be diluted for purposes of Rule 17a-8 of the Investment Company Act as a result of the transactions contemplated by the Merger Agreement, including the Mergers and (2) unanimously recommended that the OCSI Board approve the Merger Agreement and the transactions contemplated thereby, including the Mergers.

On October 28, 2020, following completion of the meetings of both the OCSL Special Committee and the OCSI Special Committee, the OCSL Board and the OCSI Board held a special joint telephonic meeting, with representatives of Oaktree, Stradley, Dechert, Proskauer and KBW also in attendance. Representatives of Proskauer reviewed with the Boards the draft Merger Agreement. Representatives of Stradley then discussed with the Boards the findings required for the Mergers to qualify for an exemption to the joint transaction restrictions applicable to BDCs under Section 57 of the Investment Company Act found in Rule 17a-8 of the Investment Company Act, which permits mergers of Business Development Companies with certain affiliates that would otherwise be prohibited by Section 57 of the Investment Company Act. Representatives from Proskauer and Stradley then discussed with the Boards the draft Merger Agreement, the timing of the announcement of the Mergers and the process of soliciting the necessary OCSL Stockholder and OCSI Stockholder approvals.

Thereafter, on the unanimous recommendation of the OCSL Special Committee, the OCSL Board, including all of the OCSL Independent Directors, unanimously (1) determined that (a) the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Mergers, are advisable, fair to and in the best interests of OCSL and OCSL Stockholders, and (b) that the interests of existing OCSL Stockholders would not be diluted for purposes of Rule 17a-8 of the Investment Company Act as a result of the transactions contemplated by the Merger Agreement, including the Mergers, (2) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers and the issuance of OCSL Common Stock pursuant to the Merger Agreement. The OCSL Board then directed that issuance of OCSL Common Stock pursuant to the Merger Agreement be submitted to OCSL Stockholders for approval and resolved to recommend that OCSL Stockholders vote to approve the same.

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Following approval of the Merger Agreement by the OCSL Board, on the unanimous recommendation of the OCSI Special Committee, the OCSI Board, including all of the OCSI Independent Directors, unanimously (1) determined that (a) the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Mergers, are advisable, fair to and in the best interests of OCSI and OCSI Stockholders, and (b) that the interests of existing OCSI Stockholders would not be diluted for purposes of Rule 17a-8 of the Investment Company Act as a result of the transactions contemplated by the Merger Agreement, including the Mergers, (2) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers. The OCSI Board then directed that the Merger Agreement be submitted to the OCSI Stockholders for approval and resolved to recommend that OCSI Stockholders vote to adopt the same and approve the Mergers.

Following the October 28, 2020 meetings of the OCSI Special Committee and the OCSL Special Committee and the joint meeting of the OCSL Board and the OCSI Board, OCSI, OCSL, Merger Sub and Oaktree executed and delivered the Merger Agreement. On October 29, 2020, OCSL and OCSI issued a joint press release announcing the execution of the Merger Agreement and held a joint investor call to discuss the Mergers.

For more information concerning the terms and provisions of the Merger Agreement as negotiated by the parties, see “Description of the Merger Agreement” beginning on page 63 of this joint proxy statement/prospectus.

Reasons for the Mergers

OCSL

At various telephonic meetings, the OCSL Special Committee and the OCSL Board considered the approval of the Mergers and the Merger Agreement. In connection with their consideration, Oaktree provided the OCSL Special Committee and the OCSL Board with information regarding the proposed Mergers, OCSI and the anticipated effects of the Mergers on OCSL and OCSL Stockholders. During the process of reviewing the materials and information provided and considering the Mergers, the OCSL Special Committee and the OCSL Board consulted with Stradley, Proskauer, KBW and other advisors, as well as management of Oaktree. The OCSL Special Committee and the OCSL Board considered the nature and adequacy of the information provided, the terms of the Merger Agreement, their duties under state and federal law in considering and ultimately approving the Merger Agreement and the Mergers and the conflicts of interest presented by the transactions provided for in the Merger Agreement. The OCSL Special Committee and the OCSL Board considered numerous factors, including the ones described below, in connection with their consideration and approval of the Merger Agreement and the Mergers. On October 28, 2020, the OCSL Board and the OCSL Special Committee unanimously determined that the Mergers are in the best interests of OCSL and in the best interests of OCSL Stockholders, and that existing OCSL Stockholders will not suffer any dilution for purposes of Rule 17a-8 of the Investment Company Act as a result of the Mergers.

In considering the Mergers, the OCSL Special Committee and the OCSL Board reviewed comparative information about OCSL and OCSI including, among other items: (1) their respective investment objectives, strategies, policies and restrictions and what changes, if any, would occur as a result of the Mergers; (2) their individual holdings, including, in particular, the holdings of OCSI that were not currently held by OCSL; (3) their existing leverage facilities; (4) their investment performance and financial results; (5) the level of past distributions and expenses and the anticipated effect of the Mergers on future OCSL net investment income, distributions and expenses; and (6) the U.S. federal income tax implications of the Mergers. In addition, the OCSL Special Committee and the OCSL Board reviewed comprehensive information regarding the anticipated benefits and possible risks to OCSL as a result of the Mergers, and the anticipated investment, market and financial synergies to be experienced by the combined company. The OCSL Special Committee considered the potential financial impacts to OCSL as a result of the Mergers in consultation with KBW, the financial advisor to the OCSL Special Committee.

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The OCSL Special Committee and the OCSL Board weighed various benefits and risks in considering the Mergers, both with respect to the immediate effects of the Mergers on OCSL and OCSL Stockholders and with respect to the potential benefits that could be experienced by the combined company after the Mergers. Some of the material factors considered by the OCSL Special Committee and the OCSL Board that assisted it in concluding that the Mergers are in the best interests of OCSL and OCSL Stockholders included, among others:

Expected Accretion to Net Investment Income. The OCSL Special Committee and the OCSL Board considered that the Mergers are expected to be accretive to net investment income in both the short-term and long-term. The OCSL Special Committee and the OCSL Board noted that Oaktree expects, in the short term, accretion to net investment income to be delivered primarily by the waiver of base management fees by Oaktree and, over the long term, that expense savings and the rotation of legacy OCSI assets into higher yielding investments will drive net investment income growth. The OCSL Special Committee and the OCSL Board noted that the expected accretion to net investment income from the Mergers was likely a superior outcome in the initial and intermediate term as compared to a direct equity raise or a rights offering.

Increase in First-Lien Investments. The OCSL Special Committee and the OCSL Board considered that, as of June 30, 2020, 88% of OCSI’s investment portfolio at fair value was in first lien senior secured loans, compared to 61% of OCSL’s investment portfolio. Based on the June 30, 2020 portfolio of each of OCSL and OCSI, on a pro forma basis, 68% of the portfolio of the combined entity would be in first lien senior secured loans. The OCSL Special Committee and the OCSL Board considered the lower risk profile of the OCSL portfolio post-Mergers due to a larger percentage of first lien loans.

Expected Greater Access to Debt Capital. The OCSL Special Committee and the OCSL Board discussed how the larger scale of the combined company may improve OCSL’s access to the unsecured debt market compared to what OCSL would be expected to obtain without the scale provided by the Mergers. The OCSL Special Committee and the OCSL Board noted that unsecured debt can offer advantages over traditional bank credit facilities, including longer terms, fewer covenants and, since unsecured debt does not require OCSL to pledge assets as collateral, greater flexibility in times of market volatility. The OCSL Special Committee and the OCSL Board noted that the Mergers would better facilitate maintaining leverage within OCSL’s target levels as compared to a direct equity raise (including a rights offering) or the acquisition of a portfolio of loans from a third party.

Increased Scale and Improved Secondary Market Liquidity. The OCSL Special Committee and the OCSL Board considered scale and liquidity advantages expected to accrue to the combined company as a result of its larger size. The OCSL Special Committee and the OCSL Board considered that larger Business Development Companies tend to have higher average daily trading volumes, which would give existing OCSL Stockholders more flexibility to manage their investments and would be expected to attract new investors, including institutional investors, seeking a more liquid stock than OCSL provides on a standalone basis. The OCSL Special Committee and the OCSL Board also considered that larger Business Development Companies generally have broader coverage by equity research analysts, which is also expected to expand the potential stockholder base of the combined company. The OCSL Special Committee and the OCSL Board noted that increased interest in OCSL Common Stock by a larger number of potential stockholders could result in increased trading volumes and higher trading prices, which could provide greater flexibility and opportunity to raise additional equity capital in the future.

Acquisition of a Known, Diversified Portfolio. The OCSL Special Committee and the OCSL Board considered that the significant overlap of OCSI’s investments with those of OCSL (approximately 55% of the debt investments held by OCSI on June 30, 2020 were also held by OCSL and comprised 50% of OCSL’s debt portfolio as of June 30, 2020) and Oaktree’s familiarity with the investments held by OCSI would result in a more straightforward and faster integration of the portfolio into OCSL’s than a portfolio of a third party. The OCSL Special Committee and the OCSL Board noted that the acquisition of OCSI’s portfolio of investments would lead to a larger portfolio with more individual borrowers. The OCSL Special Committee and the OCSL Board also considered the advantages to OCSL of immediately acquiring known, income-producing assets already diligenced and managed by Oaktree as opposed to the process of raising incremental capital in follow-on equity or rights offerings, and suffering lower returns until such capital is invested in income producing assets

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consistent with Oaktree’s underwriting standards. The OCSL Special Committee and the OCSL Board also considers that execution and integration risk could be lower as compared to a merger with an unaffiliated entity.

No Dilution. The OCSL Special Committee and the OCSL Boards considered that the Exchange Ratio (and thus the number of shares of OCSL Common Stock to be issued to OCSI Stockholders pursuant to the Merger Agreement) will be determined on a NAV-for-NAV basis (determined shortly before the Closing Date on the basis of methodologies that were considered and approved by the Boards) and therefore the interests of the OCSL Stockholders will not be diluted for purposes of Rule 17a-8 under the Investment Company Act as a result of the Mergers.

Potential for Operational Synergies via the Elimination of Redundant Expenses. The OCSL Special Committee and the OCSL Board also considered that, as a result of the Mergers, certain redundant professional services and other corporate expenses would be eliminated, which would reduce the potential expenses of the combined company as compared to the aggregate expenses of OCSL and OCSI on a standalone basis. The OCSL Special Committee and the OCSL Board noted that, although certain one-time costs would be borne by OCSL Stockholders in connection with the Mergers, such costs would be offset by the base management fee waiver by Oaktree and operating expenses synergies.

Tax Consequences of the Mergers. The OCSL Special Committee and the OCSL Board considered that the Mergers are expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The Mergers are anticipated to be treated as a tax-free reorganization for U.S. federal income tax purposes and OCSL Stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Mergers.

Other Considerations. The OCSL Special Committee and the OCSL Board noted that the Mergers are not expected to affect the ability of OCSL to comply with its regulatory obligations, including its ability to continue to operate in compliance with the asset coverage requirements set forth in the 1940 Act and to pay dividends required of RICs.

In the course of its deliberations, the OCSL Board and the OCSL Special Committee also considered a variety of risks and other potentially negative factors that could cause the Mergers not to close or the anticipated benefits of the Mergers not to be realized, including the following (which are not in any relative order of importance):

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This discussion of the information and factors that the OCSL Special Committee and the OCSL Board considered in making their decisions is not intended to be exhaustive but includes the material benefits, risks and other factors considered by the OCSL Special Committee and the OCSL Board. Because of the wide variety of factors considered in connection with the evaluation of the Mergers and Merger Agreement and the complexity of those matters, the OCSL Board and the OCSL Special Committee did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, the individual members of the OCSL Special Committee and the OCSL Board may have given different weights to different factors.

The OCSL Special Committee consulted with KBW, as its financial advisor, in connection with its evaluation of the financial terms of the Mergers. In addition, the OCSL Special Committee and the OCSL Board relied on their respective legal advisors for legal analysis in connection with the transactions contemplated by the Merger Agreement, including the Mergers.

The OCSL Special Committee and, upon the unanimous recommendation of the OCSL Special Committee, the OCSL Board considered all of these factors and others as a whole and, on balance, determined the Mergers to be in the best interests of OCSL and OCSL Stockholders and unanimously approved the Mergers and the Merger Agreement.

OCSI

At various telephonic meetings, the OCSI Special Committee and the OCSI Board considered the approval of the Mergers and the Merger Agreement. In connection with their consideration, Oaktree provided the OCSI Special Committee and the OCSI Board with information regarding the proposed Mergers, OCSL and the anticipated effects of the Mergers on OCSI and OCSI Stockholders. Throughout the process of reviewing the materials and information provided and considering the Mergers, the OCSI Special Committee and the OCSI Board consulted with Proskauer, Dechert, Houlihan Lokey and other advisors, as well as management of Oaktree. The OCSI Special Committee and the OCSI Board considered the nature and adequacy of the information provided, the terms of the Merger Agreement, their duties under state and federal law in considering and ultimately approving the Merger Agreement and the Mergers and the conflicts of interest presented by the transactions provided for in the Merger Agreement. The OCSI Special Committee and the OCSI Board considered numerous factors, including the ones described below, in connection with their consideration and approval of the Merger Agreement and the Mergers. On October 28, 2020, the OCSI Board and the OCSI Special Committee unanimously determined that the Mergers are in the best interests of OCSI and in the best interests of OCSI Stockholders, and that existing OCSI Stockholders will not suffer any dilution for purposes of Rule 17a-8 of the Investment Company Act as a result of the Mergers.

In considering the Merger, the OCSI Special Committee and the OCSI Board reviewed comparative information about OCSI and OCSL including, among other items: (1) their respective investment objectives, strategies, policies and restrictions and what changes would occur as a result of the Mergers; (2) information regarding how their holdings differ; (3) their existing leverage facilities; (4) their short-term and long-term

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investment performance history and financial results; (5) the level of past distributions and expenses and the anticipated effect of the Mergers on future net investment income, distributions and expenses; and (6) the U.S. federal income tax implications of the Mergers. In addition, the OCSI Special Committee and the OCSI Board reviewed comprehensive information regarding the anticipated benefits and possible risks to OCSI and OCSI Stockholders as a result of the Mergers, and the anticipated investment, market and financial synergies to be experienced by the combined company. With respect to the potential impacts to OCSI and OCSI Stockholders as a result of the Mergers, the OCSI Special Committee also considered certain financial analysis prepared for the OCSI Special Committee by Houlihan Lokey, the financial advisor engaged by the OCSI Special Committee to provide an opinion to the OCSI Special Committee and, at the request of the OCSI Special Committee, the OCSI Board regarding the fairness, from a financial point of view, to the holders of OCSI Common Stock (other than the Excluded Holders) of the Exchange Ratio provided for in the Mergers pursuant to the Merger Agreement.

The OCSI Special Committee and the OCSI Board weighed various benefits and risks in considering the Mergers, both with respect to the immediate effects of the Mergers on OCSI and OCSI Stockholders and with respect to the potential benefits that could be experienced by the combined company after the Mergers. Some of the material factors considered by the OCSI Special Committee and the OCSI Board that assisted it in concluding that the Mergers are in the best interests of OCSI and OCSI Stockholders included, among others:

Expected Accretion to Net Investment Income. The OCSI Special Committee and the OCSI Board considered that the Mergers are expected to be accretive to net investment income in both the short-term and long-term. The OCSI Special Committee and the OCSI Board noted that Oaktree expects, in the short term, accretion to net investment income to be delivered primarily by the waiver of base management fees by Oaktree and, over the long term, that expense savings and the rotation of legacy OCSI assets into higher yielding investments will drive net investment income growth.

Increased Portfolio Yield. The OCSI Special Committee and the OCSI Board considered that, as of June 30, 2020, the weighted average yield on debt investments in OCSL’s and OCSI’s portfolio was 8.1% and 6.5% (excluding the OCSI Glick JV, which was on non-accrual status), respectively, and that as a result of the Mergers, OCSI Stockholders would be invested in an entity with a higher weighted average portfolio yield.

Expected Greater Access to Debt Capital. The OCSI Special Committee and the OCSI Board considered how OCSL’s investment grade credit rating would allow the combined company to access the unsecured institutional debt market. The OCSI Board noted that unsecured debt can offer advantages over bank credit facilities currently utilized by OCSI including longer terms, fewer covenants and, since unsecured debt does not require pledging assets as collateral, greater flexibility in times of market volatility.

Increased Equity Coverage and Improved Secondary Market Liquidity. In the Mergers, OCSI Stockholders will receive OCSL Common Stock and the assets of OCSI will be incorporated into OCSL, increasing OCSL’s market capitalization and NAV. The OCSI Special Committee and the OCSI Board considered that larger Business Development Companies tend to have higher average daily trading volumes, which would give existing OCSI Stockholders more flexibility to manage their investments and would be expected to attract new investors seeking a more liquid stock than either company provides on a standalone basis. The OCSI Board and the OCSI Special Committee noted that, as a standalone company, OCSI is only followed by a single equity research analyst and would benefit from the additional research coverage received by OCSL (which is currently covered by seven equity research analysts). They further noted that OCSL’s increased size as a result of the Mergers could result in additional market coverage of OCSL by analysts and, potentially, an increased focus by current and potential investors on the combined company. The OCSI Special Committee and the OCSI Board noted that increased interest in the OCSL Common Stock by a larger number of potential stockholders could result in increased trading volumes and higher trading prices, which could provide greater flexibility for the combined company to raise additional equity capital in the future.

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Expected Dividend Accretion. The OCSI Special Committee and the OCSI Board considered that the Mergers would be accretive to dividends received by OCSI Stockholders in both the short-term and long-term, as OCSI Stockholders would benefit from the higher yielding assets currently in the OCSL portfolio and the rotation of existing OCSI assets into higher yielding assets consistent with OCSL’s investment objective and strategies.

Continuity of Oaktree and the Management Team. The OCSI Special Committee and the OCSI Board, considered that the combined company would have the same investment adviser and management team that have already been considered and approved by the OCSI Board. The OCSI Special Committee and the OCSI Board considered that, because there would be no change in the investment adviser, the combined entity and the OCSI Stockholders would be expected to receive the same nature, quality and extent of services from Oaktree that they are currently receiving and would continue to benefit from the experience and expertise of its current management team, including familiarity with the investment portfolio.

Ease of Portfolio Integration. The OCSI Special Committee and the OCSI Board considered that the significant overlap of OCSI’s investments with those of OCSL (approximately 50% of the investments held by OCSI on June 30, 2020 were also held by OCSL) and Oaktree’s familiarity with the investments held by OCSI would result a more straightforward and faster integration of OCSI’s portfolio into that of OCSL than into a portfolio of an unaffiliated acquirer with reduced execution risk. The OCSI Special Committee and the OCSI Board also considered the larger portfolio size and increased number of individual borrowers of the combined entity.

Potential for Operational Synergies via the Elimination of Redundant Expenses. The OCSI Special Committee and the OCSI Board also considered that, as a result of the Mergers, certain redundant professional services and other corporate expenses would be eliminated, which would reduce the potential expenses of the combined company as compared to the aggregate expenses of OCSL and OCSI on a standalone basis. The OCSI Special Committee and the OCSI Board noted that, although certain one-time costs would be borne by OCSI Stockholders in connection with the Mergers, such costs would be offset by operating expense synergies.

Tax Consequences of the Mergers. The OCSI Special Committee and the OCSI Board considered that the Mergers are expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. OCSI Stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of OCSI Common Stock for shares of OCSL Common Stock pursuant to the Mergers, except with respect to cash received in lieu of fractional shares of OCSL Common Stock. OCSI Stockholders will receive a distribution of their proportionate share of OCSI’s undistributed net investment income and net realized gains, if any, prior to or shortly after the completion of the Mergers (the “OCSI Distribution”) that generally will be taxable to taxable stockholders for U.S. federal, state and local income tax purposes. The OCSI Distribution may include return of capital which would generally result in a reduction in basis.

Opinion of Houlihan Lokey, Financial Advisor to the OCSI Special Committee. The OCSI Special Committee considered the financial analysis reviewed by Houlihan Lokey with the OCSI Special Committee as well as the oral opinion of Houlihan Lokey rendered to the OCSI Special Committee on October 28, 2020 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion dated October 28, 2020 addressed to the OCSI Special Committee and, as requested by the OCSI Special Committee, the OCSI Board), as to, as of October 28, 2020, the fairness, from a financial point of view, to the holders of OCSI Common Stock (other than the Excluded Holders) of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement, as more fully described below in the section entitled “ — Opinion of the Financial Advisor to the OCSI Special Committee.”

Other Considerations. The OCSI Special Committee and the OCSI Board also considered that the OCSI Board will declare the OCSI Distribution.

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In the course of its deliberations, the OCSI Board and the OCSI Special Committee also considered a variety of risks and other potentially negative factors, including the following (which are not in any relative order of importance):

This discussion of the information and factors that the OCSI Special Committee and the OCSI Board considered in making their decisions is not intended to be exhaustive, but includes the material benefits, risks and other factors considered by the OCSI Special Committee and the OCSI Board. Because of the wide variety of factors considered in connection with the evaluation of the Mergers and Merger Agreement and the complexity of those matters, the OCSI Board and the OCSI Special Committee did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, the individual members of the OCSI Special Committee and the OCSI Board may have given different weights to different factors.

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The OCSI Special Committee consulted with Houlihan Lokey, as its financial advisor, for analysis of the financial terms of the Mergers. In addition, the OCSI Special Committee and the OCSI Board relied on their legal advisors for legal analysis in connection with the transactions contemplated by the Merger Agreement, including the Mergers.

The OCSI Special Committee and, upon the unanimous recommendation of the OCSI Special Committee, the OCSI Board considered all of these factors and others as a whole and, on balance, determined the Mergers to be in the best interests of OCSI and OCSI Stockholders and unanimously approved the Mergers and the Merger Agreement.

OCSL Board Recommendation

The OCSL Board, upon recommendation of the OCSL Special Committee, has unanimously approved the Merger Agreement, including the Merger and the related transactions, and the proposed issuance of OCSL Common Stock in connection with the Merger, and directed that the proposed issuance of OCSL Common Stock in connection with the Mergers be submitted to the OCSL Stockholders for approval at the OCSL Annual Meeting. The OCSL Board unanimously recommends that OCSL Stockholders vote “FOR” the Merger Stock Issuance Proposal.

OCSI Board Recommendation

The OCSI Board, upon recommendation of the OCSI Special Committee, has unanimously approved the Merger Agreement, including the Mergers and the related transactions, and directed that the Merger Agreement be submitted to the OCSI Stockholders for approval at the OCSI Special Meeting. The OCSI Board unanimously recommends that OCSI Stockholders vote “FOR” the Merger Proposal.

Certain Prospective Financial Information Provided by Oaktree

Neither OCSL nor OCSI (or Oaktree on their behalf), as a matter of course, makes public long-term projections as to their respective future investment income, net investment income or other results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates. However, Oaktree prepared certain unaudited forecasted financial information, which was made available to the OCSL Special Committee, the OCSI Special Committee, the OCSL Board and the OCSI Board in connection with their evaluation of the proposed Mergers and to KBW and Houlihan Lokey who were authorized and directed to use and rely upon such information for purposes of providing financial advice to the OCSL Special Commitee and the OCSI Special Committee, respectively. The prospective financial information contained in this joint proxy statement/prospectus was prepared for internal use and not with a view to public disclosure and is being included in this joint proxy statement/prospectus only because the prospective financial information was provided to the OCSL Special Committee and OCSI Special Committee in connection with their evaluation of the proposed Mergers. The summary of the projections and prospective financial information included in this joint proxy statement/prospectus are not being provided to influence the decision of OCSL Stockholders to vote for the Merger Stock Issuance Proposal or OCSI Stockholders to vote for the Merger Proposal.

The prospective financial information was not prepared with a view to compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The prospective financial information does not purport to present operations in accordance with U.S. generally accepted accounting principles, and OCSL’s and OCSI’s registered public accounting firms have not examined, compiled or otherwise applied procedures to the prospective financial information and accordingly assume no responsibility for such information.

The prospective financial information provided by Oaktree on behalf of OCSL and OCSI, as applicable, was based solely on the information available to Oaktree management at that time. The inclusion of the prospective financial information in this joint proxy statement/prospectus should not be regarded as an indication that the

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prospective financial information will be necessarily predictive of actual future results, and the forecasts should not be relied upon as such. None of OCSL, OCSI, Oaktree or any other person makes any representation to any security holders regarding the ultimate performance of OCSL or OCSI, as applicable, compared to the prospective financial information set forth in this joint proxy statement/prospectus.

The prospective financial information is not fact and reflects numerous assumptions and estimates as to future events made by Oaktree management of OCSL or OCSI, as applicable, that were believed to be reasonable at the time the prospective financial information was prepared and other factors such as industry performance and general business, economic, regulatory, market and financial conditions, as well as factors specific to the businesses of OCSL and OCSI, all of which are difficult to predict and many of which are beyond the control of OCSL and OCSI. Other persons attempting to project the future results of OCSL and OCSI will make their own assumptions that could result in projections materially different than those presented in this joint proxy statement/prospectus. In addition, the prospective financial information does not take into account any circumstances or events occurring after the date that they were prepared. Further, the prospective financial information does not take into account the effect of any failure to occur of the Mergers. Accordingly, there can be no assurance that the prospective financial information will be realized, and actual results could vary significantly from those reflected in the prospective financial information.

Neither OCSL nor OCSI intends to update or otherwise revise the prospective financial information to reflect circumstances existing after the date when made or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the prospective financial information are shown to be in error. The projections and prospective financial information in this joint proxy statement/prospectus are forward-looking statements. These statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

Oaktree made available the following information with respect to OCSL on a standalone basis:

Oaktree made available the following information with respect to OCSI on a standalone basis:

Oaktree made available the following information with respect to the combined company on a pro forma basis giving effect to the Mergers and the base management fee waiver by Oaktree assuming the Mergers had closed on December 31, 2020:

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Opinion of the Financial Advisor to the OCSI Special Committee

On October 28, 2020, Houlihan Lokey orally rendered its opinion to the OCSI Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the OCSI Special Committee and the OCSI Board dated October 28, 2020), as to, as of October 28, 2020, the fairness, from a financial point of view, to the holders of OCSI Common Stock (other than the Excluded Holders) of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement.

Houlihan Lokey’s opinion was directed to the OCSI Special Committee (in its capacity as such) and, as requested by the OCSI Special Committee, the OCSI Board (in its capacity as such), and only addressed the fairness, from a financial point of view, to the holders of OCSI Common Stock (other than the Excluded Holders) of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of Houlihan Lokey’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this joint proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the OCSI Special Committee, the OCSI Board, any security holder of OCSI or any other person as to how to act or vote with respect to any matter relating to the Mergers.

In arriving at its opinion, Houlihan Lokey, among other things:

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Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, management of Oaktree advised Houlihan Lokey, and Houlihan Lokey assumed, that the OCSI Projections, the OCSL Projections and the Pro Forma OCSL Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of OCSI, OCSL on a standalone basis and OCSL after giving effect to the Merger, respectively. At the OCSI Special Committee’s direction, Houlihan Lokey assumed that the OCSI Projections and the OCSL Projections provided a reasonable basis on which to evaluate OCSI, OCSL and the Merger and Houlihan Lokey, at the OCSI Special Committee’s direction, used and relied upon the OCSI Projections and the OCSL Projections for purposes of its analyses and opinion. Houlihan Lokey expressed no view or opinion with respect to the OCSI Projections, the OCSL Projections, the Pro Forma OCSL Projections or the respective assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of OCSI or OCSL since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Merger would be satisfied without waiver thereof, and (d) the Merger would be consummated in a timely manner in accordance with the terms described in the Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto that would be material to its analyses or opinion. Houlihan Lokey also assumed that the Merger, together with the Second Merger, would qualify, for U.S. federal income tax purposes, as a “reorganization” within the meaning of Section 368(a) of the Code. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Merger would be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would result in the disposition of any assets of OCSI or OCSL, or otherwise have an effect on the Merger, OCSI or OCSL or any expected benefits of the Merger that would be material to its analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ from the copy of the Merger Agreement reviewed by Houlihan Lokey prior to delivering its opinion in any respect material to its analyses or opinion.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of OCSI, OCSL or any other party. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which OCSI or OCSL was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which OCSI or OCSL was or may have been a party or was or may have been subject.

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Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Merger, the securities, assets, businesses or operations of OCSI, OCSL or any other party, or any alternatives to the Merger, or (b) advise the OCSI Special Committee, the OCSI Board or any other party with respect to alternatives to the Merger. Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of the opinion. As the OCSI Special Committee was aware, the credit, financial and stock markets had been experiencing unusual volatility and Houlihan Lokey expressed no opinion or view as to any potential effects of such volatility on the Merger, and Houlihan Lokey’s opinion did not purport to address potential developments in any such markets. Furthermore, as the OCSI Special Committee was aware, there was significant uncertainty as to the potential direct and indirect business, financial, economic and market implications and consequences of the spread of the novel coronavirus and COVID-19 and the actions and measures that countries, central banks, international financing and funding organizations, stock markets, businesses and individuals may take to address the spread of the novel coronavirus and COVID-19 including, without limitation, those actions and measures pertaining to fiscal or monetary policies, legal and regulatory matters and the credit, financial and stock markets (collectively, the “Pandemic Effects”), and the Pandemic Effects could have a material impact on Houlihan Lokey’s analyses and opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion. Houlihan Lokey did not express any opinion as to what the value of OCSL Common Stock actually would be when issued pursuant to the Merger or the price or range of prices at which OCSI Common Stock or OCSL Common Stock may be purchased or sold, or otherwise be transferable, at any time. Houlihan Lokey assumed that the shares of OCSL Common Stock to be issued in the Merger to holders of OCSI Common Stock would be listed on the Nasdaq immediately following the consummation of the Merger.

Houlihan Lokey’s opinion was furnished for the use of the OCSI Special Committee and the OCSI Board (each in its capacity as such) in connection with its evaluation of the Merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to, and did not constitute, a recommendation to the OCSI Special Committee, the OCSI Board, any security holder or any other party as to how to act or vote with respect to any matter relating to the Merger or otherwise.

Houlihan Lokey’s opinion only addressed the fairness, from a financial point of view, to the holders of OCSI Common Stock other than the Excluded Holders, of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger, any related transaction or any agreement, arrangement or understanding entered into in connection therewith or otherwise, including, without limitation, the termination of the OCSI Investment Advisory Agreement and the OCSI Administration Agreement or the Second Merger. Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the OCSI Special Committee, the OCSI Board, OCSI, its security holders or any other party to proceed with or effect the Merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the Exchange Ratio to the extent expressly specified in the opinion), (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of OCSI, or to any other party, except if and only to the extent expressly set forth in the last sentence of the opinion, (iv) the relative merits of the Merger as compared to any alternative business strategies or transactions that might have been available for OCSI, OCSL or any other party, (v) the fairness of any portion or aspect of the Merger to any one class or group of OCSI’s or any other party’s security holders or other constituents vis-à-vis any other class or group of OCSI’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not OCSI, OCSL, their respective security holders or any other party is receiving or paying reasonably equivalent value in the Merger, (vii) the solvency, creditworthiness or fair value of OCSI, OCSL or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or

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any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Exchange Ratio or otherwise. Furthermore, Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the OCSI Special Committee, on the assessments by the OCSI Special Committee, the OCSI Board, OCSI and their respective advisors, as to all legal, regulatory, accounting, insurance and tax matters with respect to OCSI, OCSL and the Merger or otherwise.

In preparing its opinion to the OCSI Special Committee, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to OCSI or the proposed Merger and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the OCSI Projections and the OCSL Projections and the implied exchange ratio reference ranges indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of OCSI and OCSL. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the OCSI Special Committee and the OCSI Board in evaluating the proposed Merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Merger Consideration or of the views of the OCSI Special Committee or the OCSI Board with respect to the Merger or the Merger Consideration. The type and amount of consideration payable in the Merger were determined through negotiation between OCSI and OCSL, and the decision to enter into the Merger Agreement was solely that of the OCSI Special Committee and the OCSI Board.

Material Financial Analyses

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the OCSI Special Committee on October 28, 2020. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering

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the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

For purposes of its analyses, Houlihan Lokey reviewed the Adjusted June 30 NAVs of OCSI and OCSL, prepared and provided to Houlihan Lokey by Oaktree, and compared the implied exchange ratio, determined on the basis of the Adjusted June 30 NAVs, of 1.3801 shares of OCSL Common Stock for each share of OCSI Common Stock to the relative value reference ranges that Houlihan Lokey believed were indicated by its financial analyses of OCSI and OCSL.

For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including:

Unless the context indicates otherwise, share prices used in the selected companies analysis described below were based on the closing price of the common stock of the selected companies listed below as of October 23, 2020, and transaction values for the selected transactions analysis described below were calculated on an equity value basis based on the announced transaction equity price and other public information available at the time of the announcement. The estimates of future financial performance of OCSI relied upon for the financial analyses described below were based on the OCSI Projections, and the estimates of future financial performance of OCSL relied upon for the financial analyses described below were based on the OCSL Projections. The estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.

Selected Companies Analysis. Houlihan Lokey reviewed certain financial data for selected companies with publicly traded equity securities that Houlihan Lokey deemed relevant. The financial data reviewed included:

With respect to OCSI, the selected companies and resulting high, mean, median and low financial data were:

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With respect to OCSL, the selected companies and resulting high, mean, median and low financial data were:

OCSI. Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected ranges of 11.0x to 13.0x to OCSI’s estimated CY 2020E Net Investment Income Per Share, 9.0x to 10.0x to OCSI’s estimated CY 2021E Net Investment Income Per Share, 7.50% to 9.50% to OCSI’s Last Quarter Annualized Dividend Per Share and 0.70x to 0.90x to OCSI’s Net Asset Value Per Share.

OCSL. Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected ranges of 8.0x to 10.0x to OCSL’s estimated CY 2020E Net Investment Income Per Share, 8.0x to 10.0x to OCSL’s estimated CY 2021E Net Investment Income Per Share, 8.00% to 10.00% to OCSL’s Last Quarter Annualized Dividend Per Share and 0.70x to 0.90x to OCSL’s Net Asset Value Per Share.

The selected companies analysis indicated implied exchange ratio reference ranges of 1.0093 to 1.4910 shares of OCSL Common Stock for each share of OCSI Common Stock based on estimated CY 2020E Net Investment Income Per Share, 1.1690 to 1.6236 shares of OCSL Common Stock for each share of OCSI Common Stock based on estimated CY 2021E Net Investment Income Per Share, 1.0025 to 1.5873 shares of OCSL Common Stock for each share of OCSI Common Stock based on Last Quarter Annualized Dividend Per Share and 1.0815 to 1.7878 shares of OCSL Common Stock for each share of OCSI Common Stock based on Net Asset Value Per Share, in each case as compared to the implied exchange ratio of 1.3801 shares of OCSL Common Stock for each share of OCSI Common Stock based on the Adjusted June 30 NAVs of OCSI and OCSL.

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Selected Transactions Analysis. Houlihan Lokey considered certain financial terms of certain transactions involving target companies that Houlihan Lokey deemed relevant. The financial data reviewed included transaction value as a multiple of Net Asset Value Per Share, and the selected transactions and resulting high, mean, median and low financial data were:

Taking into account the results of the selected transactions analysis, Houlihan Lokey applied a selected multiple range of 0.90x to 1.00x to OCSI’s Net Asset Value Per Share and 0.90x to 1.00x to OCSL’s Net Asset Value Per Share. The selected transactions analysis indicated an implied exchange ratio reference range of

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1.2515 to 1.5450 shares of OCSL Common Stock for each share of OCSI Common Stock, as compared to the implied exchange ratio of 1.3801 shares of OCSL Common Stock for each share of OCSI Common Stock based on the Adjusted June 30 NAVs of OCSI and OCSL.

Discounted Dividend Analysis. Houlihan Lokey performed a discounted dividend analysis of OCSI and OCSL based on the OCSI Projections and the OCSL Projections, respectively. With respect to OCSI, Houlihan Lokey applied a range of terminal value multiples of 0.70x to 0.90x to OCSI’s estimated 2025E Net Asset Value and discount rates ranging from 11.0% to 13.0%. With respect to OCSL, Houlihan Lokey applied a range of terminal value multiples of 0.70x to 0.90x to OCSL’s estimated 2025E Net Asset Value and discount rates ranging from 10.0% to 12.0%. The discounted dividend analysis indicated an implied exchange ratio reference range of 1.0334 to 1.6327 shares of OCSL Common Stock for each share of OCSI Common Stock, as compared to the implied exchange ratio of 1.3801 shares of OCSL Common Stock for each share of OCSI Common Stock based on the Adjusted June 30 NAVs of OCSI and OCSL.

Other Matters

Houlihan Lokey was engaged by the OCSI Special Committee to act as its financial advisor in connection with a possible merger, consolidation, business combination, sale or other similar transaction involving OCSI and OCSL. The OCSI Special Committee engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to provide financial advisory services in connection with mergers and acquisitions, financings, and financial restructurings. Pursuant to its engagement by the OCSI Special Committee, Houlihan Lokey is entitled to a transaction fee of $1,250,000, of which $50,000 became payable to Houlihan Lokey upon its engagement as the OCSI Special Committee’s financial advisor, $400,000 became payable to Houlihan Lokey upon the rendering of its opinion to the OCSI Special Committee and the remainder of which is contingent upon the consummation of the Merger. OCSI has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses arising out of or relating to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, OCSI, OCSL, or any other party that may be involved in the Merger and their respective affiliates or security holders or any currency or commodity that may be involved in the Merger.

Houlihan Lokey and/or certain of its affiliates have in the past provided and are currently providing financial advisory and/or other services to OCSI and have in the past provided and are currently providing investment banking, financial advisory and/or other financial or consulting services to OCM, or one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with, OCM (collectively, with OCM, the “Oaktree Group”), for which Houlihan Lokey and its affiliates have received, and may receive, compensation, including, among other things, during the prior two years (i) having acted as financial advisor to PulseR, LLC, then a member of the Oaktree Group, in connection with its sale transaction, which closed in February 2020, (ii) having acted as financial advisor to Selene Holdings, LLC, then a member of the Oaktree Group, in connection with its sale transaction, which closed in November 2019, (iii) having acted as financial advisor to a noteholder group, of which one or more members of the Oaktree Group were members, in relation to their interests as noteholders of Claire’s Stores in connection with its chapter 11 bankruptcy proceedings, which concluded in October 2018, and (iv) having provided and currently providing valuation advisory services for tax, financial reporting and other purposes to OCSI as well as one or more members of the Oaktree Group for which services described in clause (i)-(iv) Houlihan Lokey and its affiliates have, during the two years prior to the date of Houlihan Lokey’s opinion, received aggregate fees of between $12 million to $13 million. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to OCSI, members of the Oaktree Group, other participants in the Merger or certain of their respective affiliates or security

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holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. In addition, Houlihan Lokey and certain of its affiliates and certain of its and their respective employees may have committed to invest in private equity or other investment funds managed or advised by OCM, other participants in the Merger or certain of their respective affiliates or security holders, and in portfolio companies of such funds, and may have co-invested with the members of the Oaktree Group, other participants in the Merger or certain of their respective affiliates or security holders, and may do so in the future. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, OCSI, OCSL, members of the Oaktree Group, other participants in the Merger or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

Additional Information relating to the Financial Advisor to the OCSL Special Committee

KBW acted as financial advisor to the OCSL Special Committee in connection with the proposed transaction and did not act as an advisor to or agent of any other person. As part of its investment banking business, KBW is regularly engaged in the valuation of business development company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. In the ordinary course of KBW and its affiliates’ broker-dealer businesses (and further to an existing sales and trading relationship between a KBW broker-dealer affiliate and OCM), KBW and its affiliates may from time to time purchase securities from, and sell securities to, OCSL and OCSI. In addition, as market makers in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of OCSL or OCSI for its and their own accounts and for the accounts of its and their respective customers and clients. KBW employees may also from time to time maintain individual positions in OCSL and OCSI. Such positions currently include an individual position in shares of OCSL common stock held by a senior member of the KBW advisory team providing services to OCSL in connection with the proposed transaction.

Pursuant to the KBW engagement agreement, OCSL agreed to pay KBW a cash fee equal to $750,000 upon the consummation of the transaction. In addition, OCSL agreed to pay KBW a cash fee of $250,000 concurrently with the rendering of a fairness opinion, to the extent such an opinion was requested by the OCSL Special Committee. OCSL also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its engagement and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in connection therewith. In addition to this present engagement, in the past two years, KBW has provided investment banking or financial advisory services to OCSL and received compensation for such services. KBW acted as co-manager for OCSL’s February 2020 offering of 3.500% Notes due 2025. In connection with OCSL’s February 2020 offering, KBW received an aggregate fee of approximately $50,000. In 2020, an investment bank affiliate of KBW acted as a financial advisor to a portfolio company of funds managed by an affiliate of OCSL and OCSI in connection with the sale of such portfolio company and received an aggregate fee of approximately $1.3 million for such services. In the past two years, KBW has not provided investment banking or financial advisory services to OCSI. KBW may in the future provide investment banking and financial advisory services to OCSL, OCSI, Oaktree Fund Advisors or OCM and receive compensation for such services.

Regulatory Approvals Required for the Mergers

The obligations of OCSL and OCSI to complete the Mergers are subject to the satisfaction or waiver of certain conditions, including the condition that all regulatory approvals required by law to consummate the transactions contemplated by the Merger Agreement, including the Mergers, have been obtained and remain in full force and effect, and all statutory waiting periods required by applicable law in respect thereof have expired (including expiration of the applicable waiting period under the HSR Act). OCSL and OCSI have agreed to cooperate with each other and use their reasonable best efforts to obtain all licenses, permits, variances, exemptions, approvals, qualifications or orders from any governmental or regulatory authority necessary to consummate the Mergers.

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There can be no assurance that such regulatory approvals will be obtained, that such approvals will be received on a timely basis or that such approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Mergers.

Third Party Consents Required for the Mergers

Under the Merger Agreement, OCSL and OCSI have agreed to cooperate with each other and use reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, including to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (including any required applications, notices or other filings under the HSR Act), to obtain as promptly as practicable all permits of all governmental entities and all permits, consents, approvals, confirmations and authorizations of all third parties, in each case, that are necessary or advisable, to consummate the transactions contemplated by the Merger Agreement (including the Mergers) in the most expeditious manner practicable, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and governmental entities. As of the date of this joint proxy statement/prospectus, OCSL and OCSI believe that, subject to the satisfaction or waiver of certain conditions, they have obtained all necessary third party consents (including consent under the HSR Act) other than stockholder approval. There can be no assurance that any permits, consents, approvals, confirmations or authorizations will be obtained or that such permits, consents, approvals, confirmations or authorizations will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following the Mergers.

Stockholder Litigation

On December 18, 2020, putative stockholder Oklahoma Firefighters Pension and Retirement System filed a complaint on behalf of itself and all other similarly situated OCSL Stockholders and derivatively on behalf of nominal defendant OCSL in the Delaware Court of Chancery, captioned Oklahoma Firefighters Pension and Retirement System v. Frank, et al., No. 2020-1075-VCM (Del. Ch.). This lawsuit is referred to herein as the “Merger Litigation”. The Merger Litigation alleges a direct breach of fiduciary duty claim against the OCSL Board in connection with the solicitation of OCSL Stockholder approval of the Merger Stock Issuance Proposal and a derivative breach of fiduciary duty claim against the OCSL Board in connection with its negotiation and approval of the Mergers. The Merger Litigation alleges, among other things, that the members of the OCSL Board had certain conflicts of interest in the negotiation and approval of the Mergers and that the initial filing of this joint proxy statement/prospectus, which was filed with the SEC but not provided to investors, omitted certain information that the plaintiff claims is material. The Merger Litigation, among other things, requests that the court enjoin the vote of the OCSL Stockholders on the Merger Stock Issuance Proposal and award attorneys’ fees and damages in an unspecified amount.

The defendants believe that OCSL previously made complete disclosure of all information required to be disclosed to ensure that OCSL Stockholders can make an informed vote at the OCSL Annual Meeting and that the additional disclosures requested by the plaintiff are immaterial and/or were included in the preliminary joint proxy statement/prospectus filed as part of OCSL’s Registration Statement on Form N-14 on November 23, 2020. Accordingly, the defendants believe these claims are without merit and intend to vigorously defend against them. However, in an attempt to reduce the costs, risks and uncertainties inherent in litigation and to maximize OCSL’s NAV at the time of the Mergers, OCSL has determined to voluntarily include certain supplemental disclosures in this joint proxy statement/prospectus. The inclusion of such disclosures shall not be deemed an admission of the legal necessity or materiality of any of these disclosures under applicable law. Rather, OCSL and the OCSL Board specifically deny all allegations in the Merger Litigation that any additional disclosure was or is required.

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DESCRIPTION OF THE MERGER AGREEMENT

The following summary, which includes the material terms of the Merger Agreement, is qualified by reference to the complete text of the Merger Agreement, which is attached as Annex A to this joint proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. OCSL and OCSI encourage you to read the Merger Agreement carefully and in its entirety.

Structure of the Merger

Pursuant to the terms of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into OCSI. OCSI will be the surviving company and will continue its existence as a corporation under the laws of the State of Delaware. As of the Effective Time, the separate corporate existence of Merger Sub will cease. Immediately after the occurrence of the Effective Time, in the Second Merger, the surviving company will merge with and into OCSL in accordance with the DGCL with OCSL continuing as the surviving company.

Closing; Completion of the Proposed Merger

It is currently expected that the Merger will be completed promptly following receipt of the required stockholder approvals at the OCSL Annual Meeting and the OCSI Special Meeting and satisfaction or waiver of the other closing conditions set forth in the Merger Agreement. The Second Merger will occur immediately after the Merger is completed.

The Merger will occur on the date that is three (3) business days after the satisfaction or waiver of the latest to occur of the conditions to closing set forth in the Merger Agreement or at another time as may be agreed to in writing by the parties to the Merger Agreement. Assuming approval of the proposals presented at the OCSL Annual Meeting and the OCSI Special Meeting and the other conditions to closing the Merger are satisfied or waived, OCSL and OCSI expect to complete the Merger in the first calendar quarter of 2021.

Merger Consideration

At the Effective Time, each share of OCSI Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) will be converted into the right to receive a number of shares of OCSL Common Stock equal to the Exchange Ratio (as defined below), plus any cash (without interest) in lieu of fractional shares.

As of the Determination Date, each of OCSI and OCSL will deliver to the other a calculation of its NAV as of such date, in each case using a pre-agreed set of assumptions, methodologies and adjustments. Based on such calculations, the parties will calculate the OCSI Per Share NAV and the OCSL Per Share NAV. The “Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the OCSI Per Share NAV divided by (ii) the OCSL Per Share NAV.

OCSI and OCSL will update and redeliver the Closing OCSI Net Asset Value or the Closing OCSL Net Asset Value, respectively, in the event of a material change to such calculation between the Determination Date and the closing of the Mergers and if needed to ensure that the calculation is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time.

Each of OCSI and OCSL will use the portfolio valuation methods approved by the OCSI Board or the OCSL Board, as applicable, for valuing the securities and other assets of OCSI or OCSL, as applicable, as of September 30, 2020, unless otherwise agreed by each of the OCSL Board and the OCSI Board.

The Exchange Ratio will be appropriately adjusted (to the extent not already taken into account in determining the Closing OCSI Net Asset Value and/or the Closing OCSL Net Asset Value, as applicable) if, between the Determination Date and the Effective Time, the respective outstanding shares of OCSL Common

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Stock or OCSI Common Stock have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities is declared with a record date within such period.

No fractional shares of OCSL Common Stock will be issued upon the conversion of OCSI Common Stock into the right to receive shares of OCSL Common Stock. Each holder of shares of OCSI Common Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of OCSL Common Stock will receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of OCSL Common Stock multiplied by (ii) the volume-weighted average trading price of a share of OCSL Common Stock on Nasdaq for the five (5) consecutive trading days ending on the third (3rd) trading day preceding the Closing Date.

Subject to the effect of applicable abandoned property, escheat or similar laws, following the Effective Time, the record holder of shares (other than Cancelled Shares) of OCSI Common Stock at the Effective Time will be entitled to receive, without interest, the amount of dividends or other distributions which theretofore had become payable with respect to the whole shares of OCSL Common Stock which the shares of OCSI Common Stock have been converted into the right to receive.

Conversion of Shares; Exchange of Shares

At the Effective Time, each share of OCSI Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) will be converted into the right to receive the Merger Consideration. Each such share of OCSI Common Stock will no longer be outstanding and will be automatically cancelled and cease to exist as of the Effective Time, with the holders of such shares ceasing to have any rights with respect to any OCSI Common Stock other than the right to receive the Merger Consideration and any dividends or other distributions payable in accordance with the terms of the Merger Agreement.

After the Effective Time, the stock transfer books of OCSI will be closed, and there will be no further transfers on the stock transfer books of OCSI of the shares of OCSI Common Stock that were issued and outstanding immediately prior to the Effective Time.

Withholding

OCSL or the exchange agent, as applicable, will be entitled to deduct and withhold from any amounts payable to any OCSI Stockholder such amounts as it determines in good faith are required to be deducted and withheld with respect to the making of such payment under applicable tax laws. If any amounts are withheld and paid over to the appropriate governmental entity, such withheld amounts will be treated as having been paid to the OCSI Stockholders from whom they were withheld.

Representations and Warranties

The Merger Agreement contains representations and warranties of OCSL, Merger Sub, OCSI and Oaktree relating to their respective businesses. With the exception of certain representations that must be true and correct in all or virtually all respects, or in all material respects, no representation or warranty will be deemed untrue, and neither party will be deemed to have breached a representation or warranty as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances and events inconsistent with any representation made by such party (without considering “materiality” or “material adverse effect” qualifications), has had or is reasonably expected to have a material adverse effect (as defined below) with respect to the party giving the representation or warranty. The representations and warranties in the Merger Agreement will not survive after the Effective Time.

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The Merger Agreement contains representations and warranties by each of OCSL and Merger Sub, on the one hand, and OCSI, on the other hand, subject to specified exceptions and qualifications, relating to, among other things:

The Merger Agreement contains representations and warranties by Oaktree, subject to specified exceptions and qualifications, relating to:

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These representations and warranties were made as of specific dates, may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement and may have been included in the Merger Agreement for the purpose of allocating risk between the parties rather than to establish matters as facts. The Merger Agreement is described in, and included as Annex A to, this document only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding the parties or their respective businesses. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this document.

For purposes of the Merger Agreement, “material adverse effect” with respect to OCSL, OCSI or Oaktree, as applicable, means any event, development, change, effect or occurrence that is, or would reasonably be expected to be, individually or in the aggregate, materially adverse to (1) the business, operations, condition (financial or otherwise) or results of operations of such party and its consolidated subsidiaries, taken as a whole, or (2) the ability of such party to timely perform its material obligations under the Merger Agreement or consummate the Merger and the other transactions contemplated thereby. None of the following events, developments, changes, effects or occurrences will constitute or be taken into account in determining whether a material adverse effect has occurred or is reasonably expected to occur with respect to clause (1) in the immediately preceding sentence:

The events, developments, changes, effects and occurrences set forth in the first two bullets in the immediately preceding paragraph will otherwise be taken into account in determining whether a material adverse effect has occurred to the extent such events, developments, changes, effects or occurrences have a materially disproportionate adverse impact on such party and its consolidated subsidiaries, taken as whole, relative to other participants of similar sizes engaged in the same industries in which such party conducts its businesses.

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Conduct of Business Pending Completion of the Merger

Each of OCSL and OCSI has undertaken covenants that place restrictions on it and certain of its subsidiaries until the completion of the Mergers. In general, each of OCSL and OCSI has agreed that before the completion of the Mergers, except as may be required by law, as expressly contemplated by the Merger Agreement or with the prior written consent of the other parties to the Merger Agreement (which prior written consent will not be unreasonably delayed, conditioned or withheld), it will, and will cause each of its consolidated subsidiaries to, conduct its business in the ordinary course of business and consistent with past practice and each of OCSI’s and OCSL’s investment objectives and policies as publicly disclosed, respectively, and use reasonable best efforts to maintain and preserve intact its business organization and existing business relationships.

In addition, before the completion of the Mergers, each of OCSL and OCSI has agreed that, except as may be required by law or as expressly contemplated by the Merger Agreement or as set forth in its disclosure schedules, it will not, and will not permit any of its consolidated subsidiaries to, directly or indirectly, without the prior written consent of OCSI or OCSL, as applicable (which prior written consent will not be unreasonably delayed, conditioned or withheld):

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Additional Agreements

Further Assurances; Regulatory Matters

The Merger Agreement contains covenants relating to the preparation of this document, the holding of the OCSL Annual Meeting and the OCSI Special Meeting and obtaining certain regulatory and third party consents. The Merger Agreement obligates the parties to cooperate with each other and use reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, including to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits of all governmental entities and all permits, consents, approvals, confirmations and authorizations of all third parties that are necessary or advisable to consummate the transactions contemplated by the Merger Agreement in the most expeditious manner practicable, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and governmental entities.

The parties are required to file any required applications, notices or other filings under the HSR Act as promptly as practicable. In connection with such filings, the parties are required to use reasonable best efforts to

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cooperate with one another, to keep the other party informed of any communications received from governmental entities and permit the other party to review such communications. The parties must consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and permits of all governmental entities necessary or advisable to consummate the transactions contemplated by the Merger Agreement, and each party must keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated by the Merger Agreement. The parties are not required to make payments or provide other consideration for the repayment, restructuring or amendment of terms of indebtedness in connection with the transactions contemplated by the Merger Agreement, other than the consent fees set forth in the disclosure schedules to the Merger Agreement.

Stockholder Approval

OCSI has agreed to hold the OCSI Special Meeting as promptly as practicable following the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part for the purpose of obtaining the approval of OCSI Stockholders of the Merger Proposal. OCSI will be required to use its reasonable best efforts to obtain from OCSI Stockholders the vote required to approve the Merger Proposal, unless the OCSI Board withdraws its recommendation related to the Merger Proposal.

Similarly, OCSL has agreed to hold the OCSL Annual Meeting as promptly as practicable following the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part for the purpose of obtaining the approval of the Merger Stock Issuance Proposal. OCSL will be required to use its reasonable best efforts to obtain from OCSL Stockholders the vote required to approve the Merger Stock Issuance Proposal, unless the OCSL Board withdraws its recommendation related to the Merger Stock Issuance Proposal.

Nasdaq Listing

OCSL is required to use reasonable best efforts to cause the shares comprising the Merger Consideration to be approved for listing on Nasdaq, subject to official notice of issuance, at or prior to the Effective Time.

Indemnification; Directors’ and Officers’ Insurance

OCSL has agreed to indemnify, defend and hold harmless, and advance expenses, to the present and former directors and officers of OCSI or any of its consolidated subsidiaries (collectively, the “D&O Indemnified Parties”) against all costs or expenses (including, reasonable attorneys’ fees actually incurred, reasonable experts’ fees, reasonable travel expenses, court costs, transcript fees and telecommunications, postage and courier charges), judgments, fines, losses, claims, damages penalties, amounts paid in settlement or other liabilities in connection with any proceeding arising with respect to all acts or omissions in such capacities at any time at or prior to the Effective Time (including any matters arising in connection with the Merger Agreement or the transactions contemplated thereby), to the fullest extent permitted by applicable law. If an indemnified liability arises, (i) OCSL has agreed to advance to the applicable D&O Indemnified Party, upon request, reimbursement of documented expenses reasonably and actually incurred so long as such D&O Indemnified Party, or someone on his or her behalf, undertakes to repay such advanced expenses if he or she is ultimately determined to be not entitled to indemnification and such D&O Indemnified Party complies with other applicable provisions imposed under the Investment Company Act and interpretations thereof by the SEC or its staff and (ii) OCSL and the applicable D&O Indemnified Party will cooperate in the defense of such matter.

Unless OCSL and OCSI otherwise agree, unless OCSI or the surviving company or its successor has purchased a “tail” insurance policy prior to the Effective Time as provided below, for at least six (6) years from and after the Effective Time, OCSL will cause the surviving company or its successor to pay for and maintain in full force and effect, a “tail” insurance policy for the extension of the directors’ and officers’ liability coverage of OCSI’s existing directors’ and officers’ insurance policies, with coverage and amounts not less than, and terms

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and conditions that are not materially less advantageous to the insureds as, OCSI’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (provided that the annual cost for such insurance will in no event exceed 300% of the aggregate annual premiums currently paid by OCSI on an annualized basis, but in such case, the surviving company or its successor will purchase as much of such coverage as possible for a cost not exceeding such amount). If OCSL or any of its successors or assigns consolidates with or merges into another entity and is not the surviving entity, or transfers all or substantially all of its assets to another entity, then OCSL will cause the successors and assigns of OCSL to assume the foregoing obligations.

No Solicitation

Each of OCSI and OCSL has agreed to, and to cause its affiliates, consolidated subsidiaries, and its and each of their respective officers, directors, trustees, managers, employees, consultants, financial advisors, attorneys, accountants and other advisors, representatives and agents to, immediately cease and cause to be terminated all discussions or negotiations with respect to, or that are intended to or could reasonably be expected to lead to, a “Takeover Proposal” (as described below) from a third party and not to: (i) directly or indirectly solicit or take any other action (including by providing information) designed to, or which could reasonably be expected to, facilitate any inquiries or the making or submission or implementation of any proposal or offer (including any proposal or offer to its stockholders) with respect to any Takeover Proposal; (ii) approve, publicly endorse or recommend or enter into any agreement, arrangement, discussions or understandings with respect to any Takeover Proposal or enter into any contract or understanding requiring it to abandon, terminate or fail to consummate, or that is intended to or that could reasonably be expected to result in the abandonment of, termination of or failure to consummate, the Merger or any other transaction contemplated by the Merger Agreement; (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any person or entity (other than OCSL, OCSI and their respective affiliates or representatives) any information with respect to, or take any other action to facilitate or in furtherance of any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Takeover Proposal; (iv) publicly propose or publicly announce an intention to take any of the foregoing actions; or (v) grant any (x) approval pursuant to any takeover statute to any person or entity (other than OCSL, OCSI and or its respective affiliates) or with respect to any transaction (other than the transactions contemplated by the Merger Agreement) or (y), unless required by applicable fiduciary duties, waiver or release under any standstill or any similar agreement with respect to equity securities of OCSI or OCSL. If OCSI or OCSL receives a Takeover Proposal or similar request for information, it must notify OCSL or OCSI, as applicable, as promptly as reasonably practicable (and in any event within twenty-four (24) hours), provide the other party with copies of any written materials received by it or its representatives in connection therewith and the identity of the potential acquirer, and keep the other party informed on a reasonably current basis of the status (including the status of negotiations) of such Takeover Proposal or similar request for information.

Takeover Proposals

OCSI Takeover Proposals

If, prior to the OCSI Special Meeting, (i) OCSI receives a bona fide unsolicited Takeover Proposal from a third party, (ii) the OCSI Special Committee determines in good faith, after consultation with its outside legal counsel and financial advisor, that (x) failure to consider such Takeover Proposal would be reasonably likely to be inconsistent with the OCSI directors’ exercise of their fiduciary duties under applicable law and (y) such Takeover Proposal constitutes or is reasonably likely to result in an “OCSI Superior Proposal” (as described below); and (iii) OCSI gives OCSL at least two (2) business days’ prior written notice of the identity of the third party making such Takeover Proposal, the terms and conditions of such Takeover Proposal and OCSI’s intention to furnish information to, or participate in discussions or negotiations with, such third party, then OCSI may engage in discussions and negotiations with such third party and may adopt, approve or recommend, or publicly propose to adopt, approve or recommend such Takeover Proposal, including entering into an agreement with respect thereto (collectively, a “Takeover Approval”), so long as certain notice and other procedural requirements

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are satisfied, including providing notice to OCSL within twenty-four (24) hours after determining that a Takeover Proposal constitutes an OCSI Superior Proposal.

In addition, OCSI may take other actions if the OCSI Special Committee determines, after consultation with its outside counsel, that the continued recommendation of the Merger Proposal to OCSI Stockholders would be reasonably likely to be inconsistent with the OCSI directors’ exercise of their fiduciary duties under applicable law as a result of an OCSI Superior Proposal, including withdrawing, qualifying, or modifying (in a manner adverse to OCSL), or publicly proposing to withdraw, qualify or modify (in a manner adverse to OCSL), the recommendation of the OCSI Board that OCSI Stockholders adopt the Merger Agreement and approve the transactions contemplated thereby or taking any other action inconsistent with such recommendation (collectively with any Takeover Approval, an “OCSI Adverse Recommendation Change”). OCSI may terminate the Merger Agreement and enter into an agreement with a third party who has made an OCSI Superior Proposal, subject to negotiating in good faith to amend the Merger Agreement so that the OCSI Superior Proposal is no longer deemed an OCSI Superior Proposal and satisfying certain other procedural requirements. Other than in connection with a Takeover Proposal, nothing in the Merger Agreement will prohibit or restrict the OCSI Board from withdrawing or qualifying or publicly proposing to withdraw or qualify the approval, adoption, recommendation or declaration of the advisability of the Merger Proposal in response to an Intervening Event, subject to the procedures set forth in the Merger Agreement.

Other than as described above, neither OCSI nor the OCSI Board may make any OCSI Adverse Recommendation Change, and no OCSI Adverse Recommendation Change will change the approval of the Merger Proposal or any other approval of the OCSI Board, including in any respect that would have the effect of causing any takeover statue or similar statute to be applicable to the transactions contemplated by the Merger Agreement.

OCSL Takeover Proposals

If, prior to the OCSL Annual Meeting, (i) OCSL receives a bona fide unsolicited Takeover Proposal from a third party, (ii) the OCSL Special Committee determines in good faith, after consultation with its outside legal counsel and financial advisor, that (x) failure to consider such Takeover Proposal would be reasonably likely to be inconsistent with the OCSL directors’ exercise of their fiduciary duties under applicable law and (y) such Takeover Proposal constitutes or is reasonably likely to result in an “OCSL Superior Proposal” (as described below); and (iii) OCSL gives OCSI at least two (2) business days’ prior written notice of the identity of the third party making such Takeover Proposal, the terms and conditions of such Takeover Proposal and OCSL’s intention to furnish information to, or participate in discussions or negotiations with, such third party then OCSL may engage in discussions and negotiations with such third party and effect a Takeover Approval so long as certain notice and other procedural requirements are satisfied, including providing notice to OCSI within twenty-four (24) hours after determining that a Takeover Proposal constitutes an OCSL Superior Proposal.

In addition, OCSL may take other actions if the OCSL Special Committee determines, after consultation with its outside counsel, that the continued recommendation of the Merger Stock Issuance Proposal to OCSL Stockholders would be reasonably likely to be inconsistent with the OCSL directors’ exercise of their fiduciary duties under applicable law as a result of an OCSL Superior Proposal, including withdrawing, qualifying, or modifying (in a manner adverse to OCSI), or publicly proposing to withdraw, qualify or modify (in a manner adverse to OCSI), the recommendation of the OCSL Board that OCSL Stockholders approve the Merger Stock Issuance Proposal or taking any other action inconsistent with such recommendation (collectively with any Takeover Approval, an “OCSL Adverse Recommendation Change”). OCSL may terminate the Merger Agreement and enter into an agreement with a third party who has made an OCSL Superior Proposal, subject to negotiating in good faith to amend the Merger Agreement so that the OCSL Superior Proposal is no longer deemed an OCSL Superior Proposal and satisfying certain other procedural requirements. Other than in connection with a Takeover Proposal, nothing in the Merger Agreement will prohibit or restrict the OCSL Board from withdrawing or qualifying or publicly proposing to withdraw or qualify the approval, adoption,

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recommendation or declaration of the advisability of the Merger Stock Issuance Proposal in response to an Intervening Event, subject to the procedures set forth in the Merger Agreement.

Other than as described above, neither OCSL nor the OCSL Board may make any OCSL Adverse Recommendation Change, and no OCSL Adverse Recommendation Change will change the approval of the Merger Stock Issuance Proposal or any other approval of the OCSL Board, including in any respect that would have the effect of causing any takeover statue or similar statute to be applicable to the transactions contemplated by the Merger Agreement.

Related Definitions

For purposes of the Merger Agreement:

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Access to Information

Upon reasonable notice, except as may otherwise be restricted by applicable law, each of OCSL and OCSI will, and will cause its consolidated subsidiaries to, afford to the directors, officers, accountants, counsel, advisors and other representatives of the other party, reasonable access, during normal business hours during the period prior to the Effective Time, to its properties, books, contracts, and records and, during such period, such party will, and will cause its consolidated subsidiaries to, make available (including via EDGAR) to the other party all other information concerning its business and properties as the other party may reasonably request, subject to certain exceptions relating to confidentiality and attorney-client privilege.

Publicity

OCSI and OCSL each will consult with the other before issuing or causing the publication of any press release or other public announcement with respect to the Merger Agreement, the Mergers or the transactions contemplated by the Merger Agreement, except as may be required by applicable law or the rules and regulations of Nasdaq and, to the extent practicable, before such press release or disclosure is issued or made, OCSL or OCSI, as applicable, will use commercially reasonable efforts to advise the other party of, and consult with the other party regarding, the text of such disclosure, subject to certain exceptions.

Takeover Statutes and Provisions

Neither OCSL nor OCSI will take any action that would cause the transactions contemplated by the Merger Agreement to be subject to the requirements imposed by any takeover statute, and each of OCSL and OCSI will

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take all necessary steps within its control to exempt such transactions from, or if necessary challenge the validity or applicability of, any applicable takeover statute.

Tax Matters

OCSL and OCSI will each obtain an opinion from Proskauer Rose LLP, as counsel to OCSL and to OCSI, generally to the effect that the Mergers will qualify as a “reorganization,” within the meaning of Section 368(a) of the Code.

During the period through the Effective Time, except as expressly contemplated or permitted by the Merger Agreement, (i) OCSI shall not, and shall not permit any of its consolidated subsidiaries to, directly or indirectly, without the prior written consent of OCSL take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause OCSI to fail to qualify as a RIC, and (ii) OCSL shall not, and shall not permit any of its consolidated subsidiaries to, directly or indirectly, without the prior written consent of OCSI, take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause OCSL to fail to qualify as a RIC.

Unless otherwise required by applicable law or administrative action, (i) each of OCSI, OCSL and Merger Sub shall use its reasonable best efforts to cause the Merger to qualify as a “reorganization” governed by Section 368(a) of the Code; and (ii) each of OCSI, OCSL and Merger Sub shall report the Mergers for U.S. federal income tax purposes as a “reorganization” governed by Section 368(a) of the Code.

Stockholder Litigation

The parties to the Merger Agreement will reasonably cooperate and consult with one another in connection with defense and settlement of any proceeding by OCSI Stockholders or OCSL Stockholders against any of them or any of their respective directors, officers or affiliates with respect to the Merger Agreement or the transactions contemplated thereby, and each of OCSI and OCSL will keep the other party reasonably informed of any material developments in connection with any such proceeding brought by its stockholders and will not settle any such proceeding without the prior written consent of the other party (such consent not to be unreasonably delayed, conditioned or withheld).

Section 16 Matters

Prior to the Effective Time, the OCSI Board will take all such steps as may be required to cause any dispositions of OCSI Common Stock or acquisitions of OCSL Common Stock resulting from the transactions contemplated by the Merger Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to OCSI or will become subject to such reporting requirements with respect to OCSL, in each case, to be exempt pursuant to Rule 16b-3.

No Other Representations or Warranties

The parties have acknowledged and agreed that except for the representations contained in the Merger Agreement, none of Oaktree, OCSI, OCSL or any of OCSI’s or OCSL’s respective consolidated subsidiaries or any other person or entity acting on behalf of the foregoing makes any representation or warranty, express or implied.

Termination of OCSI Agreements

Immediately after the occurrence of the Effective Time and prior to the Second Merger, the OCSI Investment Advisory Agreement and the OCSI Administration Agreement will be automatically terminated and of no further force and effect.

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Coordination of Dividends

OCSL and OCSI will coordinate with each other in designating the record and payment dates for any quarterly dividends or distributions to its stockholders declared in accordance with the Merger Agreement in any calendar quarter in which the Closing Date might reasonably be expected to occur, and neither OCSL nor OCSI will authorize or declare any dividend or distributions to its stockholders after the Determination Date at any time on or before the Closing Date.

Conditions to Closing the Merger

Conditions to Each Party’s Obligations to Effect the Merger

The obligations of OCSL and OCSI to complete the Merger are subject to the satisfaction or, other than with respect to the first bullet point below, waiver at or prior to the Effective Time of the following conditions:

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Conditions to Obligations of OCSL and Merger Sub to Effect the Merger

The obligations of OCSL and Merger Sub to effect the Merger are also subject to the satisfaction, or waiver by OCSL, at or prior to the Effective Time, of the following conditions:

and OCSL has received a certificate signed on behalf of OCSI by the Chief Executive Officer or Chief Financial Officer of OCSI to such effect;

Conditions to Obligations of OCSI to Effect the Merger

The obligation of OCSI to effect the Merger is also subject to the satisfaction, or waiver by OCSI, at or prior to the Effective Time, of the following conditions:

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and OCSI has received a certificate signed on behalf of OCSL by the Chief Executive Officer or Chief Financial Officer of OCSL and Merger Sub to such effect;

Frustration of Closing Conditions

None of OCSL, Merger Sub or OCSI may rely on the failure of any condition applicable to the other party to be satisfied to excuse performance by such party of its obligations under the Merger Agreement if such failure was caused by such party’s failure to act in good faith or use its commercially reasonable efforts to consummate the Merger and the transactions contemplated by the Merger Agreement.

Termination of the Merger Agreement

Right to Terminate

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the Merger Proposal by OCSI Stockholders or the Merger Stock Issuance Proposal by OCSL Stockholders:

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