UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2022

Oaktree Specialty Lending Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (213) 830-6300

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

On August 4, 2022, Oaktree Specialty Lending Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1.

On August 4, 2022, the Company will host a conference call to discuss its financial results for the fiscal quarter ended June 30, 2022. In connection therewith, the Company provided an investor presentation on its website at http://www.oaktreespecialtylending.com. A copy of the investor presentation is attached hereto as Exhibit 99.2.

The information disclosed under this Item 2.02, including Exhibits 99.1 and 99.2 hereto, is being “furnished” and is not deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Oaktree Specialty Lending Corporation Announces Third Fiscal Quarter 2022 Financial Results and Declares Increased Distribution of $0.17 Per Share

LOS ANGELES, CA, August 4, 2022 - Oaktree Specialty Lending Corporation (NASDAQ: OCSL) (“Oaktree Specialty Lending” or the “Company”), a specialty finance company, today announced its financial results for the fiscal quarter ended June 30, 2022.

Financial Highlights for the Quarter Ended June 30, 2022

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Armen Panossian, Chief Executive Officer and Chief Investment Officer, said, “We are pleased with our third-quarter financial results and solid origination activity given an increasingly challenging market environment. While the broader market volatility and credit spread widening led to unrealized price declines across most of our holdings, the overall credit quality of the portfolio remains healthy with no non-accruals. We took advantage of the volatility in the quarter, judiciously investing our capital on advantageous terms across public and private opportunities. We believe these new investments present an attractive risk-reward and will be accretive to the Company over the longer term. As a result of our continued strong performance, we are pleased to increase our dividend for the ninth consecutive quarter by 3% to $0.17 per share.”

Matt Pendo, President, added, “In response to the changing market conditions, we are adjusting our leverage target higher to a range of 0.90x to 1.25x debt-to-equity. We believe this range is appropriate and positions us well given the current market backdrop and the expanded set of investment opportunities that we are seeing.”

Distribution Declaration

The Board of Directors declared a quarterly distribution of $0.17 per share, an increase of 3%, or $0.005 per share, from the prior quarter and the ninth consecutive quarterly distribution increase. The distribution is payable in cash on September 30, 2022 to stockholders of record on September 15, 2022.

Distributions are paid primarily from distributable (taxable) income. To the extent taxable earnings for a fiscal taxable year fall below the total amount of distributions for that fiscal year, a portion of those distributions may be deemed a return of capital to the Company’s stockholders.

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Results of Operations

¹ See Non-GAAP Financial Measures below for a description of the non-GAAP measures and the reconciliations from the most comparable GAAP financial measures to the Company’s non-GAAP measures, including on a per share basis. The Company’s management uses these non-GAAP financial measures internally to analyze and evaluate financial results and performance and believes that these non-GAAP financial measures are useful to investors as an additional tool to evaluate ongoing results and trends for the Company and to review the Company’s performance without giving effect to non-cash income/gain resulting from the merger of Oaktree Strategic Income Corporation with and into the Company (the “Merger”) and in the case of adjusted net investment income, without giving effect to capital gains incentive fees. The presentation of non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.

Adjusted total investment income for the quarter ended June 30, 2022 was $60.9 million and included $52.4 million of interest income from portfolio investments, $5.2 million of payment-in-kind (“PIK”) interest income, $2.3 million of fee income and $1.0 million of dividend income. The increase of $0.7 million was primarily driven by $0.3 million of higher dividend income and $0.4 million of higher amendment fees.

Net expenses for the quarter ended June 30, 2022 totaled $22.8 million, down $1.4 million from the quarter ended March 31, 2022. The decrease was primarily driven by a $3.1 million decrease in accrued capital gains incentive fees and a $0.3 million decrease in management fees resulting from unrealized losses on investments during the quarter and a $0.2 million decrease of part I incentive fees as a result of lower adjusted net investment income during the quarter. This was partially offset by $2.0 million of higher interest expense related to the impact of rising interest rates on the Company’s floating rate liabilities.

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Adjusted net investment income was $31.4 million ($0.17 per share) for the quarter ended June 30, 2022, down from $32.3 million ($0.18 per share) for the quarter ended March 31, 2022. The decrease of $1.0 million primarily reflected $2.0 million of higher interest expense, partially offset by $0.7 million of higher adjusted total investment income, $0.3 million of lower management fees and a $0.2 million decrease of part I incentive fees.

Adjusted net realized and unrealized losses, net of taxes, were $76.0 million for the quarter ended June 30, 2022, primarily reflecting unrealized losses on certain debt and equity investments.

Portfolio and Investment Activity

¹ Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments, including the Company’s share of the return on debt investments in the SLF JV I and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see Non-GAAP Financial Measures below) for the assets acquired in connection with the Merger.

² Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments and dividend income, including the Company’s share of the return on debt investments in the SLF JV I and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 for the assets acquired in connection with the Merger.

³ New funded investment activity includes drawdowns on existing revolver and delayed draw term loan commitments.

⁴ Net new investments consists of new funded investment activity less proceeds from prepayments, exits, other paydowns and sales.

As of June 30, 2022, the fair value of the investment portfolio was $2.6 billion and was composed of investments in 151 companies. These included debt investments in 137 companies, equity investments in 35 companies, and the Company’s joint venture investments in SLF JV I (“SLF JV I”) and OCSI Glick JV LLC (“Glick JV”). 23 of the equity investments were in companies in which the Company also had a debt investment.

As of June 30, 2022, 94.8% of the Company’s portfolio at fair value consisted of debt investments, including 70.0% of first lien loans, 16.6% of second lien loans and 8.2% of unsecured debt investments, including the debt investments in SLF JV I

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and Glick JV. This compared to 69.0% of first lien loans, 17.3% of second lien loans and 7.8% of unsecured debt investments, including the debt investments in SLF JV I and Glick JV, as of March 31, 2022.

As of June 30, 2022, there were no investments on non-accrual status.

The Company’s investments in SLF JV I totaled $119.3 million at fair value as of June 30, 2022, down 10% from $133.0 million as of March 31, 2022. The decrease was primarily driven by SLF JV’s use of leverage and unrealized price declines in the underlying investment portfolio resulting from broader market volatility and was partially offset by undistributed net investment income.

As of June 30, 2022, SLF JV I had $365.0 million in assets, including senior secured loans to 56 portfolio companies. This compared to $389.9 million in assets, including senior secured loans to 60 portfolio companies, as of March 31, 2022. As of June 30, 2022, there were no investments held by SLF JV I on non-accrual status. SLF JV I generated cash interest income of $1.9 million for the Company during the quarter ended June 30, 2022, which was unchanged as compared to the prior quarter. In addition, SLF JV I generated dividend income of $0.9 million for the Company during the quarter ended June 30, 2022, up from $0.7 million in the prior quarter. As of June 30, 2022, SLF JV I had $45.0 million of undrawn capacity (subject to borrowing base and other limitations) on its $260 million senior revolving credit facility, and its debt to equity ratio was 1.6x.

The Company’s investments in Glick JV totaled $50.6 million at fair value as of June 30, 2022, down 9% from $55.6 million as of March 31, 2022. The decline was primarily driven by the Glick JV’s use of leverage and unrealized price declines in the underlying investment portfolio resulting from broader market volatility.

As of June 30, 2022, Glick JV had $141.5 million in assets, including senior secured loans to 43 portfolio companies. This compared to $149.9 million in assets, including senior secured loans to 44 portfolio companies, as of March 31, 2022. As of June 30, 2022, there were no investments held by Glick JV on non-accrual status. Glick JV generated cash interest income of $0.8 million during the quarter ended June 30, 2022, up from $0.7 million in the prior quarter. As of June 30, 2022, Glick JV had $9.9 million of undrawn capacity (subject to borrowing base and other limitations) on its $90 million senior revolving credit facility, and its debt to equity ratio was 1.4x.

Liquidity and Capital Resources

As of June 30, 2022, the Company had total principal value of debt outstanding of $1,395.0 million, including $745.0 million of outstanding borrowings under its revolving credit facilities, $300.0 million of the 3.500% Notes due 2025 and $350.0 million of the 2.700% Notes due 2027. The funding mix was composed of 53% secured and 47% unsecured borrowings as of June 30, 2022. The Company was in compliance with all financial covenants under its credit facilities as of June 30, 2022.

As of June 30, 2022, the Company had $34.3 million of unrestricted cash and cash equivalents and $455.0 million of undrawn capacity on its credit facilities (subject to borrowing base and other limitations). As of June 30, 2022, unfunded investment commitments were $232.1 million, or $183.1 million excluding unfunded commitments to the Company’s joint ventures. Of the $183.1 million, approximately $127.3 million could be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies. The Company has analyzed cash and cash equivalents, availability under its credit facilities, the ability to rotate out of certain assets and amounts of unfunded commitments that could be drawn and believes its liquidity and capital resources are sufficient to take advantage of market opportunities in the current economic climate.

As of June 30, 2022, the weighted average interest rate on debt outstanding, including the effect of the interest rate swap agreement, was 3.2%, up from 2.5% as of March 31, 2022, primarily driven by the impact of rising interest rates on the Company’s floating rate liabilities.

During the quarter, the Company increased its target debt to equity ratio from 0.85x to 1.0x to 0.90x to 1.25x to provide the Company with increased capacity to opportunistically deploy capital into the markets. The Company’s total debt to equity ratio was 1.10x and 1.05x as of June 30, 2022 and March 31, 2022, respectively. The Company’s net debt to equity ratio was 1.08x and 1.02x as of June 30, 2022 and March 31, 2022, respectively.

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Non-GAAP Financial Measures

On a supplemental basis, the Company is disclosing certain adjusted financial measures, each of which is calculated and presented on a basis of methodology other than in accordance with GAAP (“non-GAAP”). The Company’s management uses these non-GAAP financial measures internally to analyze and evaluate financial results and performance and believes that these non-GAAP financial measures are useful to investors as an additional tool to evaluate ongoing results and trends for the Company and to review the Company’s performance without giving effect to non-cash income/gain resulting from the Merger and in the case of adjusted net investment income, without giving effect to capital gains incentive fees. The presentation of the below non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.

On March 19, 2021, the Company completed the Merger. The Merger was accounted for as an asset acquisition in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues (“ASC 805”). The consideration paid to stockholders of Oaktree Strategic Income Corporation (“OCSI”) was allocated to the individual assets acquired and liabilities assumed based on the relative fair values of the net identifiable assets acquired other than “non-qualifying” assets, which established a new cost basis for the acquired OCSI investments under ASC 805 that, in aggregate, was significantly lower than the historical cost basis of the acquired OCSI investments prior to the Merger. Additionally, immediately following the completion of the Merger, the acquired OCSI investments were marked to their respective fair values under ASC 820, Fair Value Measurements, which resulted in unrealized appreciation. The new cost basis established by ASC 805 on debt investments acquired will accrete over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized appreciation on such investment acquired through its ultimate disposition. The new cost basis established by ASC 805 on equity investments acquired will not accrete over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized gain with a corresponding reversal of the unrealized appreciation on disposition of such equity investments acquired.

The Company’s management uses the non-GAAP financial measures described above internally to analyze and evaluate financial results and performance and to compare its financial results with those of other business development companies that have not adjusted the cost basis of certain investments pursuant to ASC 805. The Company’s management believes “Adjusted Total Investment Income”, “Adjusted Total Investment Income Per Share”, “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share” are useful to investors as an additional tool to evaluate ongoing results and trends for the Company without giving effect to the accretion income resulting from the new cost basis of the OCSI investments acquired in the Merger because these amounts do not impact the fees payable to Oaktree Fund Advisors, LLC (the “Adviser”) under its amended and restated advisory agreement (the “A&R Advisory Agreement”), and specifically as its relates to “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share”, without giving effect to Part II incentive fees. In addition, the Company’s management believes that “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes”, “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes Per Share”, “Adjusted Earnings (Loss)” and “Adjusted Earnings (Loss) Per Share” are useful to investors as they exclude the non-cash income/gain resulting from the Merger and are used by management to evaluate the economic earnings of its investment portfolio.

¹ Adjusted earnings (loss) includes accrued Part II incentive fees. For the three months ended June 30, 2022, $6.8 million of accrued Part II incentive fees were reversed. As of June 30, 2022, there was no accrued Part II incentive fee liability. Part II incentive fees are contractually calculated and paid at the end of the fiscal year in accordance with the A&R Advisory Agreement, which differs from Part II incentive fees accrued under GAAP. Hypothetically, if Part II incentive fees were calculated as of June 30, 2022 under the A&R Advisory Agreement, no amounts would have been payable.

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Moreover, these metrics align the Company’s key financial measures with the calculation of incentive fees payable to the Adviser under with the A&R Advisory Agreement (i.e., excluding amounts resulting solely from the lower cost basis of the acquired OCSI investments established by ASC 805 that would have been to the benefit of the Adviser absent such exclusion).

The following table provides a reconciliation of total investment income (the most comparable U.S. GAAP measure) to adjusted total investment income for the periods presented:

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Conference Call Information

Oaktree Specialty Lending will host a conference call to discuss its third fiscal quarter 2022 results at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time on August 4, 2022. The conference call may be accessed by dialing (877) 507-3275 (U.S. callers) or +1 (412) 317-5238 (non-U.S. callers). All callers will need to reference “Oaktree Specialty Lending” once connected with the operator. Alternatively, a live webcast of the conference call can be accessed through the Investors section of Oaktree Specialty Lending’s website, www.oaktreespecialtylending.com. During the conference call, the Company intends to refer to an investor presentation that will be available on the Investors section of its website.

For those individuals unable to listen to the live broadcast of the conference call, a replay will be available on Oaktree Specialty Lending’s website, or by dialing (877) 344-7529 (U.S. callers) or +1 (412) 317-0088 (non-U.S. callers), access code 7421084, beginning approximately one hour after the broadcast.

About Oaktree Specialty Lending Corporation

Oaktree Specialty Lending Corporation (NASDAQ:OCSL) is a specialty finance company dedicated to providing customized one-stop credit solutions to companies with limited access to public or syndicated capital markets. The Company’s investment objective is to generate current income and capital appreciation by providing companies with flexible and innovative financing solutions including first and second lien loans, unsecured and mezzanine loans, and preferred equity. The Company is regulated as a business development company under the Investment Company Act of 1940, as amended, and is externally managed by Oaktree Fund Advisors, LLC, an affiliate of Oaktree Capital Management, L.P. For additional information, please visit Oaktree Specialty Lending’s website at www.oaktreespecialtylending.com.

Forward-Looking Statements

Some of the statements in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to: future operating results of the Company and distribution projections; business prospects of the Company and the prospects of its portfolio companies; and the impact of the investments that the Company expects to make. 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 press release involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) changes in the economy, financial markets and political environment, (ii) risks associated with possible disruption in the operations of the Company or the economy generally due to terrorism, natural disasters or the COVID-19 pandemic; (iii) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (iv) conditions in the Company’s operating areas, particularly with respect to business development companies or regulated investment companies; (v) general considerations associated with the COVID-19 pandemic; and (vi) other considerations that may be disclosed from time to time in the Company’s publicly disseminated documents and filings. The Company has based the forward-looking statements included in this press release on information available to it on the date of this press release, and the Company assumes no obligation to update any such forward-looking statements. The Company undertakes 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 it may make directly to you or through reports that the Company in the future may file with the Securities and Exchange Commission, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Contacts

Investor Relations:

Oaktree Specialty Lending Corporation

Michael Mosticchio

(212)284-1900

ocsl-ir@oaktreecapital.com

Media Relations:

Financial Profiles, Inc.

Moira Conlon

(310)478-2700

mediainquiries@oaktreecapital.com

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Oaktree Specialty Lending Corporation

Consolidated Statements of Assets and Liabilities

(in thousands, except per share amounts)

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Oaktree Specialty Lending Corporation

Consolidated Statements of Operations

(in thousands, except per share amounts)