SEC Filing | Oaktree Specialty Lending Corporation, L.P

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Oaktree Specialty Lending Corporation

Filed Pursuant to Rule 424(b)(2)

Registration No. 333‑269628

PROSPECTUS SUPPLEMENT

(To Prospectus dated February 7, 2023)

$125,000,000

OAKTREE SPECIALTY LENDING CORPORATION

Common Stock

We are a specialty finance company dedicated to providing customized, one‑stop credit solutions to companies with limited access to public or syndicated capital markets. We were formed in late 2007 and operate as a closed‑end, externally managed, non‑diversified management investment company that has elected to be regulated as a Business Development Company under the Investment Company Act of 1940, as amended. Our 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, bonds, preferred equity and certain equity co‑investments. We may also seek to generate capital appreciation and income through secondary investments at discounts to par in either private or syndicated transactions. We generally invest 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.

Oaktree Fund Advisors, LLC, or Oaktree, serves as our investment adviser. Oaktree Fund Administration, LLC, or Oaktree Administrator, serves as our administrator. Oaktree is an affiliate of, and Oaktree Administrator is a subsidiary of, Oaktree Capital Management, L.P., a leading global investment management firm headquartered in Los Angeles, California, focused on less efficient markets and alternative investments.

We, Oaktree and Oaktree Administrator have entered into Amendment No. 1 to that certain Equity Distribution Agreement, dated February 7, 2022 (as amended as of the date hereof, the “Equity Distribution Agreement”), with Keefe, Bruyette & Woods, Inc., JMP Securities LLC, Raymond James & Associates, Inc. and SMBC Nikko Securities America, Inc., or the Sales Agents, relating to the shares of common stock offered by this prospectus supplement and the accompanying prospectus. The Equity Distribution Agreement provides that, after the date hereof, we may offer and sell shares of our common stock having an aggregate offering price of up to $125.0 million from time to time through the Sales Agents. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or similar securities exchanges or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices.

Pursuant to the Equity Distribution Agreement, the Sales Agents will receive a commission from us of up to 1.50% of the gross sales price of any shares of our common stock sold through the Sales Agents. The Sales Agents are not required to sell any specific number or dollar amount of common stock but will use their commercially reasonable efforts consistent with their normal sales and trading practices to sell the shares of our common stock offered by this prospectus supplement and the accompanying prospectus. See “Plan of Distribution” beginning on page S‑18 of this prospectus supplement. The sales price per share of our common stock offered by this prospectus supplement and the accompanying prospectus, less commissions payable under the Equity Distribution Agreement and discounts, if any, will not be less than the net asset value per share of our common stock at the time of such sale unless we have stockholder approval to issue common stock at prices below net asset value.

Our common stock is traded on the Nasdaq Global Select Market under the symbol “OCSL.” On February 6, 2023 and December 30, 2022, the last reported sale price of our common stock on the Nasdaq Global Select Market was $20.26 and $20.61 per share, respectively. We determine the net asset value per share of our common stock on a quarterly basis. Our net asset value per share of our common stock as of December 31, 2022 was $19.63. Figures for periods prior to January 23, 2023 have been retrospectively adjusted to give effect to the 1‑for‑3 reverse stock split completed on January 20, 2023 and effective at the commencement of trading on January 23, 2023.

An investment in our common stock involves certain risks, including, among other things, the risk of leverage and risks relating to investments in securities of small, private and developing businesses. Shares of closed‑end investment companies, including Business Development Companies, frequently trade at a discount to their net asset value. If our shares trade at a discount to our net asset value, this will likely increase the risk of loss for purchasers in this offering. You should review carefully the risks and uncertainties, including the risk of leverage, described in the section titled “Risk Factors” beginning on page 5 of the accompanying prospectus or otherwise included in or incorporated by reference herein or the accompanying prospectus and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus before investing in our common stock.

This prospectus supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus contain important information about us that a prospective investor should know before investing in our common stock. Please read this prospectus supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus before investing and keep them for future reference. We file periodic reports, current reports, proxy statements and other information with the Securities and Exchange Commission. This information is available free of charge by contacting us at 333 South Grand Ave.,28th Floor, Los Angeles, CA 90071 or by calling us collect at (213) 830‑6300 or on our website at oaktreespecialtylending.com. Except for the documents incorporated by reference into this prospectus supplement or the accompanying prospectus, information on our website is not incorporated into or a part of this prospectus supplement or the accompanying prospectus. The Securities and Exchange Commission also maintains a website at www.sec.gov that contains such information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


Keefe, Bruyette & Woods	JMP Securities	Raymond James	SMBC Nikko
A Stifel Company	A CITIZENS COMPANY

Prospectus Supplement dated February 8, 2023.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT



ABOUT THIS PROSPECTUS SUPPLEMENT		S-1

PROSPECTUS SUPPLEMENT SUMMARY		S‑2

THE OFFERING		S‑7

FEES AND EXPENSES		S‑9

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		S‑13

USE OF PROCEEDS		S‑15

CAPITALIZATION		S‑17

PLAN OF DISTRIBUTION		S‑18

LEGAL MATTERS		S‑21

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		S‑21

PROSPECTUS



ABOUT THIS PROSPECTUS			i

PROSPECTUS SUMMARY			1

FEES AND EXPENSES			5

RISK FACTORS			5

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			6

USE OF PROCEEDS			7

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			7

PRICE RANGE OF COMMON STOCK			8

SENIOR SECURITIES			8

BUSINESS			8

PORTFOLIO COMPANIES			9

MANAGEMENT			38

PORTFOLIO MANAGEMENT			38

DIVIDEND REINVESTMENT PLAN			39

DESCRIPTION OF OUR CAPITAL STOCK			41

DESCRIPTION OF OUR DEBT SECURITIES			44

DESCRIPTION OF OUR WARRANTS			58

DESCRIPTION OF OUR SUBSCRIPTION RIGHTS			60

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			62

PLAN OF DISTRIBUTION			72

CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR			74

BROKERAGE ALLOCATION AND OTHER PRACTICES			74

LEGAL MATTERS			74

EXPERTS			74

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			74

AVAILABLE INFORMATION			75

ABOUT THIS PROSPECTUS SUPPLEMENT

You should rely only on the information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus, and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, or any other information to which we have referred you when considering whether to purchase any securities offered by this prospectus supplement. We have not, and the Sales Agents have not, authorized any other person to provide you with different or additional information from that contained in this prospectus supplement, the accompanying prospectus, or any free writing prospectus. We are not, and the Sales Agents are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering and also adds to and updates information contained in the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information and disclosure. To the extent the information contained in this prospectus supplement differs from the information contained in the accompanying prospectus, the information in this prospectus supplement shall control. The information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus is accurate as of their respective dates. Our financial condition, results of operations and prospects may have changed since that date. To the extent required by law, we will amend or supplement the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus to reflect any material changes to such information subsequent to the date of this prospectus supplement and the accompanying prospectus and prior to the completion of this offering.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights some of the information contained elsewhere in or incorporated by reference into this prospectus supplement and the accompanying prospectus. It is not complete and may not contain all of the information that you may want to consider. You should review the more detailed information contained elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus before making a decision to invest in our securities, and especially the information set forth under the heading “Risk Factors” in the accompanying prospectus and any document incorporated by reference into this prospectus supplement or the accompanying prospectus, including our Annual Report on Form 10‑K for the fiscal year ended September 30, 2022.

Unless otherwise noted, the terms:

•

“we,” “us” and “our” refer to Oaktree Specialty Lending Corporation;

•

“Oaktree” and “our Adviser” refer to Oaktree Fund Advisors, LLC, our external investment adviser;

•

“Oaktree Administrator” refers to Oaktree Fund Administration, LLC, our administrator;

•

“Equity Distribution Agreement” refers to the Equity Distribution Agreement, dated February 7, 2022, by and among Oaktree Specialty Lending Corporation, Oaktree Fund Advisors, LLC, Oaktree Fund Administration, LLC, Keefe, Bruyette & Woods, Inc., JMP Securities LLC, Raymond James & Associates, Inc. and SMBC Nikko Securities America, Inc., as amended as of the date hereof;

•

“Syndicated Facility” refers to our senior secured revolving credit facility, as amended and/or restated from time to time, pursuant to a Senior Secured Revolving Credit Agreement with the lenders party thereto, ING Capital LLC, as administrative agent, ING Capital LLC, JPMorgan Chase Bank, N.A., BofA Securities, Inc. and MUFG Union Bank, N.A., as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents;

•

“Citibank Facility” refers to our revolving credit facility, as amended and/or restated from time to time, with OCSL Senior Funding II LLC (formerly OCSI Senior Funding II LLC), our wholly-owned, special purpose financing subsidiary, as the borrower, the Company, as collateral manager and seller, each of the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent and custodian; and

•

“OSI2 Citibank Facility” refers to our revolving credit facility, as amended and/or restated from time to time, with OSI 2 Senior Lending SPV, LLC, our wholly-owned and consolidated subsidiary, as the borrower, the Company, as collateral manager and seller, each of lenders from time to time party thereto Citibank, N.A., as administrative agent, and Deutsche Bank Trust Company Americas, as collateral agent.

Oaktree Specialty Lending Corporation

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we generally will not have to pay corporate-level U.S. federal income taxes on any net ordinary income or net realized capital gains that we distribute to our stockholders if we meet certain source‑of‑income, income distribution and asset diversification requirements.

We are externally managed by Oaktree pursuant to an investment advisory agreement, as amended from time to time, or the Investment Advisory Agreement, between us and Oaktree. Oaktree is an affiliate of Oaktree Capital Management, L.P., or OCM, our external investment adviser from October 17, 2017 through May 3, 2020. Oaktree Administrator, a subsidiary of OCM, provides certain administrative and other services necessary for us to operate.

Our 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, bonds, preferred equity and certain equity co‑investments. We may also seek to generate capital appreciation and income through secondary investments at discounts to par in either private or syndicated transactions. We invest in companies that typically possess resilient business models with strong underlying fundamentals. We intend to deploy capital across credit and economic cycles with a focus on long-term results, which we believe will enable us to build lasting partnerships with financial sponsors and management teams, and we may seek to opportunistically take advantage of dislocations in the financial markets and other situations that may benefit from our Adviser’s credit and structuring expertise, including throughout the COVID‑19 pandemic. Sponsors may include financial sponsors, such as an institutional investor or a private equity firm, or a strategic entity seeking to invest in a portfolio company.

Our Adviser is generally focused on middle-market companies, which we define as companies with enterprise values of between $100 million and $750 million. We expect our portfolio to include a mix of first and second lien loans, including asset backed loans, unitranche loans, mezzanine loans, unsecured loans, bonds, preferred equity and certain equity co‑investments. Our portfolio may also include certain structured finance and other non‑traditional structures. We generally invest 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.

Our portfolio totaled $2.6 billion at fair value as of December 31, 2022 and was composed of 156 portfolio companies. These included debt investments in 142 companies, equity investments in 42 companies, and our investments in Senior Loan Fund JV I, LLC, or SLF JV I, a joint venture through which we and Trinity Universal Insurance Company, a subsidiary of Kemper Corporation, or Kemper, co‑invest in senior secured loans of middle-market companies and other corporate debt securities, and OCSI Glick JV LLC, or the Glick JV, a joint venture through which we and GF Equity Funding 2014 LLC, or GF Equity Funding, co‑invest primarily in senior secured loans of middle-market companies. 30 of our equity investments were in companies in which we also had a debt investment. At fair value, 94.8% of our portfolio consisted of debt investments, including our debt investments in SLF JV I and Glick JV, and 86.3% of our portfolio consisted of senior secured loans as of December 31, 2022. The weighted average annual yield of our debt investments at fair value as of December 31, 2022, including the return on our debt investments in SLF JV I and Glick JV, was approximately 11.6%, including 10.3% representing cash payments. The weighted average annual yield of our debt investments is determined before the payment of, and therefore does not take into account, our expenses and the payment by an investor of any stockholder transaction expenses, and does not represent the return on investment for our stockholders.

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meeting of stockholders held on June 28, 2019, our stockholders approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to us, effective as of June 29, 2019. As a result of the reduced asset coverage requirement, we can incur $2 of debt for each $1 of equity. As of December 31, 2022, we had $1,514.4 million in senior securities and our asset coverage ratio was 176.3%. During the year ended September 30, 2022, we increased our target debt to equity ratio from 0.85x to 1.0x to 0.90x to 1.25x (i.e., one dollar of equity for each $0.90 to $1.25 of debt outstanding) to provide us with increased capacity to opportunistically deploy capital into the markets. As of December 31, 2022, our net debt to equity ratio was 1.24x.

On March 19, 2021, we acquired Oaktree Strategic Income Corporation, or OCSI, pursuant to that certain Agreement and Plan of Merger, or the OCSI Merger Agreement, dated as of October 28, 2020, by and among OCSI, us, Lion Merger Sub, Inc., our wholly-owned subsidiary, and, solely for the limited purposes set forth therein, Oaktree. Pursuant to the OCSI Merger Agreement, OCSI was merged with and into us in a two‑step transaction, with us as the surviving company.

On January 23, 2023, we acquired Oaktree Strategic Income II, Inc., or OSI2, pursuant to that certain Agreement and Plan of Merger, or the OSI2 Merger Agreement, dated as of September 14, 2022, by and among OSI2, us, Project Superior Merger Sub, Inc., a wholly-owned subsidiary of us, and, solely for the limited purposes set forth therein, Oaktree. Pursuant to the OSI2 Merger Agreement, OSI2 was merged with and into us in a two‑step transaction with us as the surviving company, or the OSI2 Merger. As a result of the OSI2 Merger, we issued an aggregate of 15,860,200 shares of our common stock to former OSI2 stockholders. As of December 31, 2022, OSI2 had total assets of $596.7 million and net assets of $313.1 million. As of December 31, 2022, 97% of OSI2’s portfolio at fair value consisted of senior secured debt investments and 3% consisted of equity investments, and no investments were on non-accrual status.

Our Adviser

We are externally managed and advised by Oaktree, a registered investment adviser under the Investment Advisers Act of 1940, as amended. The principal executive offices of Oaktree are located at 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. Oaktree, subject to the overall supervision of our Board of Directors, manages our day‑to‑day operations, and provides investment advisory services to us pursuant to the Investment Advisory Agreement.

Our Adviser is an affiliate of OCM, a leading global investment management firm headquartered in Los Angeles, California, focused on less efficient markets and alternative investments. A number of the senior executives and investment professionals of our Adviser and its affiliates have been investing together for over 35 years and have generated impressive investment performance through multiple market cycles. Our Adviser and its affiliates emphasize an opportunistic, value-oriented and risk-controlled approach to investments in distressed debt, corporate debt (including high-yield debt and senior loans), control investing, real estate, convertible securities and listed equities.

In 2019, Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), which we refer to as “Brookfield,” acquired a majority economic interest in Oaktree Capital Group, LLC, or OCG, which together with certain related transactions resulted in Brookfield owning a majority economic interest in the business of Oaktree and its affiliates. Oaktree and its affiliates operate as an independent business within Brookfield, with their own product offerings and investment, marketing and support teams. Brookfield is a leading global alternative asset manager with over a 100 year history and over $750 billion of assets under management (inclusive of Oaktree and its affiliates) across a broad portfolio of real estate, infrastructure, renewable power, credit and private equity assets. OCG’s founders, senior management and current and former

S-4

employee‑unitholders of OCG are able to sell their remaining OCG units to Brookfield over time pursuant to an agreed upon liquidity schedule and approach to valuing such units at the time of liquidation. Pursuant to this liquidity schedule, the earliest year in which Brookfield could own 100% of the OCG business is 2029.

The primary firm-wide goal of our Adviser and OCM is to achieve attractive returns while bearing less than commensurate risk. Our Adviser believes that it can achieve this goal by taking advantage of market inefficiencies in which financial markets and their participants fail to accurately value assets or fail to make available to companies the capital that they reasonably require.

Our Adviser and its affiliates believe that their defining characteristic is adherence to the highest professional standards, which has yielded several important benefits. First and foremost, this characteristic has allowed our Adviser and its affiliates to attract and retain an extremely talented group of investment professionals, or the Investment Professionals, as well as accounting, valuation, legal, compliance and other administrative professionals. As of December 31, 2022, our Adviser and its affiliates had more than 1,150 professionals in 20 cities and 14 countries, including a deep and broad credit platform drawing from more than 350 highly experienced investment professionals with significant origination, structuring and underwriting expertise. Specifically, the Strategic Credit group that is primarily responsible for implementing our investment strategy consists of 24 Investment Professionals led by Armen Panossian, our Chief Executive Officer and Chief Investment Officer, who focus on the investment strategy employed by our Adviser and certain of its affiliates. Second, it has permitted the investment team to build strong relationships with brokers, banks and other market participants. These institutional relationships have been instrumental in strengthening access to trading opportunities, to understanding the current market, and to executing the investment team’s investment strategies. OCM aims to attract, motivate and retain talented employees (both Investment Professionals and accounting, valuation, legal, compliance and other administrative professionals) by making them active participants in, and beneficiaries of, the platform’s success. In addition to competitive base salaries, all OCM employees share in the discretionary bonus pool. An employee’s participation in the bonus pool is based on the overall success of our Adviser and its affiliates and the individual employee’s performance and level of responsibility.

Our Adviser and its affiliates provide discretionary investment management services to other managed accounts and investment funds, which may have overlapping investment objectives and strategies with our own and, accordingly, may invest in asset classes similar to those targeted by us. The activities of such managed accounts and investment funds may raise actual or potential conflicts of interest.

Strategic Credit

Our Adviser’s affiliates officially launched the Strategic Credit strategy in early 2013 as a step‑out from the Distressed Debt strategy, to capture attractive investment opportunities that appear to offer too little return for distressed debt investors, but may pose too much uncertainty for high-yield bond creditors. The strategy seeks to achieve an attractive total return by investing in public and private revenue-generating, performing debt.

Strategic Credit focuses on U.S. and non‑U.S. investment opportunities that arise from pricing inefficiencies that occur in the primary and secondary markets or from the financing needs of healthy companies with limited access to traditional lenders or public markets. Typical investments will be in high yield bonds and senior secured loans for borrowers that are in need of direct loans, rescue financings, or other capital solutions or that have had challenged or unsuccessful primary offerings.

The Investment Professionals employ a fundamental, value-driven opportunistic approach to credit investing, which seeks to benefit from the resources, relationships and proprietary information of our Adviser’s global investment platform.

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Our Administrator

We entered into an administration agreement, as amended from time to time, or the Administration Agreement, with Oaktree Administrator. The principal executive offices of Oaktree Administrator are located at 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. Pursuant to the Administration Agreement, Oaktree Administrator provides services to us, and we reimburse Oaktree Administrator for costs and expenses incurred by Oaktree Administrator in performing its obligations under the Administration Agreement and providing personnel and facilities thereunder.

Corporate Information

Our principal executive offices are located at 333 South Grand Avenue, 28^th Floor, Los Angeles, CA 90071, and our telephone number is (213) 830‑6300. Our corporate website is located at www.oaktreespecialtylending.com. Except for the documents incorporated by reference into this prospectus supplement or the accompanying prospectus, information on our website is not incorporated into or a part of this prospectus supplement or the accompanying prospectus.

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THE OFFERING

This section outlines the specific legal and financial terms of the common stock. Before investing, you should read this section together with the more general descriptions of our common stock contained under the heading “Description of our Capital Stock” in the accompanying prospectus and in Exhibit 4.2, “Description of Securities,” to our most recent Annual Report on Form 10‑K.

Common Stock Offered by Us

Shares of our common stock having an aggregate offering price of up to $125.0 million.

Manner of Offering

“At the market” offering that may be made from time to time through Keefe, Bruyette & Woods, Inc., JMP Securities LLC, Raymond James & Associates, Inc. and SMBC Nikko Securities America, Inc., as Sales Agents, using commercially reasonable efforts consistent with their normal sales and trading practices. See “Plan of Distribution” in this prospectus supplement for more information.

Use of Proceeds

We intend to use the net proceeds from the sale of our common stock to make investments in accordance with our investment objective and strategies described in this prospectus supplement and the accompanying prospectus and for general corporate purposes. We may also use a portion of the net proceeds to reduce any of our outstanding borrowings, including borrowings under the Syndicated Facility, the Citibank Facility and the OSI2 Citibank Facility.

To the extent we use net proceeds from this offering to repay amounts under our existing credit facilities, we intend to subsequently reborrow such amounts. See “Use of Proceeds” in this prospectus supplement.

Nasdaq Global Select Market Symbol

“OCSL”

Trading at a Discount

Shares of closed‑end investment companies, including Business Development Companies, may trade at a discount from net asset value. This characteristic of closed‑end investment companies and Business Development Companies is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our common stock will trade at, above or below net asset value. See “Risk Factors” in our most recent Annual Report on Form 10‑K, incorporated by reference herein, and under similar headings in the documents that we file with the Securities and Exchange Commission, or the SEC.

Distributions

We intend to pay distributions to our stockholders out of assets legally available for distribution. The timing and amount of our distributions, if any, are determined by our board of directors.

Dividend Reinvestment Plan

We have adopted a dividend reinvestment plan that provides for the reinvestment of any distributions that we declare in cash on behalf of our stockholders, unless a stockholder elects to receive cash. As a

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result, if our Board of Directors authorizes, and we declare, a cash distribution, then our stockholders who have not “opted out” of our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock, rather than receiving the cash distributions. See “Dividend Reinvestment Plan” in the accompanying prospectus.

Risk Factors

An investment in our common stock is subject to risks and involves a heightened risk of total loss of investment. In addition, the companies in which we invest are subject to special risks. See “Risk Factors” in our most recent Annual Report on Form 10‑K, incorporated by reference herein, in the accompanying prospectus, and under similar headings in the documents that we file with the SEC to read about factors you should consider, including the risks of leverage, before investing in our common stock.

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FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that an investor in shares of our common stock will bear directly or indirectly. 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 prospectus supplement contains a reference to fees or expenses paid by “you” or “us”, or that “we” will pay fees or expenses, our common stockholders will indirectly bear such fees or expenses. Such expenses also include those of our consolidated subsidiaries.



Stockholder transaction expenses:

Sales load (as a percentage of offering price)			1.50%⁽¹⁾

Offering expenses (as a percentage of offering price)			0.32%⁽²⁾

Dividend reinvestment plan expenses			Up to $15⁽³⁾


Total stockholder transaction expenses (as a percentage of offering price)			1.82%


Annual expenses (as a percentage of net assets attributable to common stock):

Management fees			3.29%⁽⁴⁾

Incentive fees (17.5%)			2.56%⁽⁵⁾

Interest payments on borrowed funds (including other costs of servicing and offering debt securities)			7.55%⁽⁶⁾

Other expenses			0.90%⁽⁷⁾

Acquired fund fees and expenses			1.80%⁽⁸⁾


Total annual expenses			16.10%⁽⁹⁾

(1)

Amount reflects the maximum commission that we will pay to the Sales Agents in connection with sales of shares of our common stock effected by the Sales Agents in this offering. There is no guarantee that we will sell any shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus.

(2)

Amount reflects estimated offering expenses of approximately $0.4 million and assumes we sell $125,000,000 of common stock under the Equity Distribution Agreement.

(3)

The expenses of administering our dividend reinvestment plan are included in “Other expenses.” The plan administrator’s fees under the plan are paid by us. If a participant elects by notice to the plan administrator in advance of termination to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a transaction fee of up to $15 plus a $0.10 per share fee from the proceeds.

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(4)

Under the Investment Advisory Agreement, the base management fee is calculated at an annual rate of 1.50% of our total gross assets at the end of each quarter, including any investments made with borrowings, but excluding cash and cash equivalents; provided, however, the base management fee will be calculated at an annual rate of 1.00% of the value of our 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 we have received with respect to debentures issued by a small business investment company subsidiary) and (ii) our net assets. For purposes of this table, we have assumed $2.7 billion of total gross assets (excluding cash and cash equivalents), which was the actual amount of our total gross assets as of December 31, 2022. In connection with the OCSI Merger, Oaktree waived an aggregate of $6.0 million of base management fees otherwise payable to Oaktree in the two years following the closing of the OCSI Merger on March 19, 2021 at a rate of $750,000 per quarter (with such amount appropriately prorated for any partial quarter). In addition, in connection with the OSI2 Merger, Oaktree waived $9.0 million of base management fees payable to it as follows: $6.0 million at a rate of $1.5 million per quarter (with such amount appropriately prorated for any partial quarter) in the first year following closing of the OSI2 Merger and $3.0 million at a rate of $750,000 per quarter (with such amount appropriately prorated for any partial quarter) in the second year following closing of the OSI2 Merger. The management fee reference in the table above does not give effect to these voluntary, irrevocable waivers. The base management fee net of such waiver would be 2.76% of net assets attributable to common stock. See “Item 1. Business – Investment Advisory Agreement – Management and Incentive Fee” in our most recent Annual Report on Form 10‑K and incorporated by reference herein.

(5)

The incentive fee consists of two parts. Under the Investment Advisory Agreement, the incentive fee on income is calculated and payable quarterly in arrears based upon our pre‑incentive fee net investment income for the immediately preceding quarter. The payment of the incentive fee on income is subject to payment of a preferred return to investors each quarter (i.e., a “hurdle rate”), expressed as a rate of return on the value of our net assets at the end of the most recently completed quarter, of 1.50%, subject to a “catch up” feature. In addition, pre‑incentive fee net investment income does not include any amortization or accretion of any purchase premium or purchase discount to interest income resulting solely from merger-related accounting adjustments in connection with the assets acquired in the OCSI Merger or in the OSI2 Merger, in each case including any premium or discount paid for the acquisition of such assets, solely to the extent that the inclusion of such merger-related accounting adjustments, in the aggregate, would result in an increase in pre‑incentive fee net investment income. See “Item 1. Business – Investment Advisory Agreement – Management and Incentive Fee” in our most recent Annual Report on Form 10‑K and incorporated by reference herein.

Under the Investment Advisory Agreement, 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 Investment Advisory Agreement, as of the termination date) commencing with the fiscal year ended September 30, 2019 and equals 17.5% of our 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 Investment Advisory Agreement. Any realized capital gains or losses and unrealized capital depreciation with respect to our portfolio as of the end of the fiscal year ended September 30, 2018 are excluded from the calculations of the second part of the incentive fee. In addition, the calculation of realized capital gains, realized capital losses and unrealized capital depreciation does (1) not include any such amounts resulting solely from merger-related accounting adjustments in connection with the assets acquired in the OCSI Merger or in the OSI2 Merger, in each case including any premium or discount paid for the acquisition of such assets, solely to the extent that the inclusion of such merger-related accounting

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adjustments, in the aggregate, would result in an increase in the capital gains incentive fee, (2) include any such amounts associated with the investments acquired in the OCSI Merger for the period from October 1, 2018 to the date of closing of the OCSI Merger, solely to the extent that the exclusion of such amounts, in the aggregate, would result in an increase in the capital gains incentive fee and (3) include any such amounts associated with the investments acquired in the OSI2 Merger for the period from August 6, 2018 to the date of closing of the OSI2 Merger, solely to the extent that the exclusion of such amounts, in the aggregate, would result in an increase in the capital gains incentive fee. See “Item 1. Business – Investment Advisory Agreement – Management and Incentive Fee” in our most recent Annual Report on Form 10‑K and incorporated by reference herein.

The incentive fee referenced in the table above is based on annualized actual amounts of the incentive fee on income incurred during the three months ended December 31, 2022 annualized for a full year, and the capital gains incentive fee payable under the Investment Advisory Agreement as of September 30, 2022, the last date prior to the date of this prospectus supplement on which such fee was payable under the terms of the Investment Advisory Agreement.

(6)

“Interest payments on borrowed funds (including other costs of servicing and offering debt securities)” is calculated as (1) the weighted average interest rate in effect as of December 31, 2022 multiplied by the actual principal debt outstanding as of December 31, 2022 of $1,510.0 million plus (2) unused fees and the expected amortization of deferred financing costs and discounts based on the unamortized financing costs and discounts as of December 31, 2022. The weighted average interest rate for our borrowings as of December 31, 2022 was 5.6% (exclusive of deferred financing costs and inclusive of the impact of an interest rate swap designated as a hedging instrument). The amount of leverage that we employ at any particular time will depend on, among other things, our Board of Directors’ assessment of market and other factors at the time of any proposed borrowing.

(7)

“Other expenses” are based on estimated amounts for the current fiscal year. These expenses include certain expenses allocated to us under the Investment Advisory Agreement, including travel expenses incurred by our Adviser’s personnel in connection with investigating and monitoring our investments, such as investment due diligence.

(8)

Our stockholders indirectly bear the expenses of underlying funds or other investment vehicles that would be an investment company under section 3(a) of the Investment Company Act but for the exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the Investment Company Act in which we invest. This amount includes the annual expenses of SLF JV I and the Glick JV, which we refer to collectively as the “JVs”. There are no fees paid by the JVs to our Adviser. See Note 3 to our Consolidated Financial Statements in our Quarterly Report on Form 10‑Q for the quarter ended December 31, 2022 incorporated by reference herein for more information on the JVs. The annual expenses of the JVs include interest payments on the subordinated notes held by our joint venture partners, which represented 10.5% of such expenses, and exclude interest payments on the subordinated notes held by us.

(9)

“Total annual expenses” is presented as a percentage of net assets attributable to common stockholders because our common stockholders bear all of our fees and expenses and includes all fees and expenses of our consolidated subsidiaries. “Total annual expenses” does not reflect any potential provision (benefit) for income taxes because of the uncertainties associated with determining such amounts in future periods.

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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 our common stock assuming that we hold no cash or liabilities other than debt. In calculating the following expense amounts, we have assumed that our annual operating expenses remain at the levels set forth in the table above. These amounts assume (1) a 1.50% sales load (Sales Agents discounts and commissions) and (2) offering expenses totaling 0.32%.


An investor would pay the following expenses on a $1,000 investment	1 Year		3 Years		5 Years		10 Years
Assuming a 5% annual return (assumes no return from net realized capital gains)	$	130	$	373	$	597	$	1,079
Assuming a 5% annual return (assumes return entirely from realized capital gains)	$	138	$	394	$	626	$	1,112

The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown. While the example assumes, as required by the SEC, a 5% annual return, our performance 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 the 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 we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger a greater incentive fee, our expenses, and returns to our investors, would be higher. For purposes of this example, we have assumed that as of October 1, 2022, the sum of our realized capital losses and unrealized capital depreciation on a cumulative basis since October 1, 2018 equaled zero. In addition, while the example assumes reinvestment of all distributions at net asset value, participants in our dividend reinvestment plan will receive a number of shares of our common stock, determined by dividing the total dollar amount of the cash distribution payable to a participant by either (i) the greater of (a) the current net asset value per share of our common stock and (b) 95% of the market price per share of our common stock at the close of trading on the payment date fixed by our Board of Directors in the event that we use newly issued shares 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 common stock purchased by the administrator of the 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 net asset value. See “Dividend Reinvestment Plan” in the accompanying prospectus for more information.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus supplement and the accompanying prospectus constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this prospectus supplement and the accompanying prospectus may include statements as to:

•

our future operating results and distribution projections;

•

the ability of Oaktree to reposition our portfolio and to implement Oaktree’s future plans with respect to our business;

•

the ability of Oaktree and its affiliates to attract and retain highly talented professionals;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of the investments that we expect to make;

•

the ability of our portfolio companies to achieve their objectives;

•

our expected financings and investments and additional leverage we may seek to incur in the future;

•

the adequacy of our cash resources and working capital;

•

the timing of cash flows, if any, from the operations of our portfolio companies; and

•

the cost or potential outcome of any litigation to which we may be party.

In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this prospectus supplement and the accompanying prospectus, involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in this prospectus supplement, the accompanying prospectus and documents incorporated by reference.

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

•

changes or potential disruptions in our operations, the economy, financial markets or political environment, including the impacts of inflation and rising interest rates;

•

risks associated with possible disruption in our operations or the economy generally due to terrorism, war or other geopolitical conflict (including the current conflict between Russia and Ukraine), natural disasters or pandemics;

•

future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in our operating areas, particularly with respect to Business Development Companies and RICs;

•

the ability to realize the benefits of the OSI2 Merger; and

•

other considerations that may be disclosed from time to time in our publicly disseminated documents and filings.

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We have based the forward-looking statements included in this prospectus supplement on information available to us on the date of this prospectus and any accompanying prospectus supplement, as appropriate, and we assume no obligation to update any such forward-looking statements, except as required by law. Although we 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 we may make directly to you or through reports that we 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. The forward-looking statements contained in this prospectus supplement and the accompanying prospectus are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and the forward looking statements contained in our periodic reports are excluded from the safe-harbor protection provided by Section 21E of the Exchange Act.

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USE OF PROCEEDS

Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act, including sales made directly on the Nasdaq Global Select Market or similar securities exchanges or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. There is no guarantee that there will be any sales of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Actual sales, if any, of our common stock under this prospectus supplement and the accompanying prospectus may be less than as set forth in this paragraph depending on, among other things, the market price of our common stock at the time of any such sale. As a result, the actual net proceeds we receive may be more or less than the amount of net proceeds estimated in this prospectus supplement. However, the sales price per share of our common stock offered by this prospectus supplement and the accompanying prospectus, less commissions payable under the Equity Distribution Agreement, will not be less than the net asset value per share of our common stock at the time of such sale unless we have stockholder approval to issue common stock at prices below net asset value. If we sell shares of our common stock with an aggregate offering price of $125.0 million, we anticipate that our net proceeds, after deducting the Sales Agents’ commissions and estimated expenses payable by us, will be approximately $122.7 million.

We intend to use substantially all of the net proceeds from the sale of our common stock to make investments in accordance with our investment objective and strategies described in this prospectus supplement and accompanying prospectus and for general corporate purposes. We may also use a portion of the net proceeds to reduce any of our outstanding borrowings, including borrowings under the Syndicated Facility, the Citibank Facility and the OSI2 Citibank Facility. To the extent we use net proceeds from this offering to repay amounts under our existing credit facilities, we intend to subsequently reborrow such amounts.

As of December 31, 2022, we had $695.0 million outstanding under the Syndicated Facility. As of December 31, 2022, (i) the size of the Syndicated Facility was $1.0 billion (with an “accordion” feature that permits us, under certain circumstances, to increase the size of the facility to up to the greater of $1.25 billion and our net worth (as defined in the Syndicated Facility) on the date of such increase), (ii) the period during which we may make drawings under the Syndicated Facility will expire on May 4, 2025 and the maturity date was May 4, 2026 and (iii) the interest rate margin for (a) LIBOR loans (which may be 1‑, 2‑, 3‑ or 6‑month, at our option) was 2.00% and (b) alternate base rate loans was 1.00%. Our borrowings under the Syndicated Facility bore interest at a weighted average interest rate of 5.849% for the three months ended December 31, 2022.

Certain proceeds of this offering may be used to repay outstanding indebtedness under the Syndicated Facility. Accordingly, certain of the Sales Agents may receive more than 5% of the proceeds of this offering to the extent such proceeds are used to repay or repurchase outstanding indebtedness under the Syndicated Facility. In addition, in the future, the Sales Agents or their affiliates may be lenders under other credit facilities to which we are from time to time party.

As of December 31, 2022, we had $165.0 million outstanding under the Citibank Facility. Our borrowings under the Citibank Facility bore interest at a weighted average interest rate of 6.508% for the three months ended December 31, 2022. As of December 31, 2022, borrowings under the Citibank Facility are subject to certain customary advance rates and accrue interest at a rate equal to LIBOR plus between 1.25% and 2.20% per annum on broadly syndicated loans, subject to observable market depth and pricing, and LIBOR plus 2.25% per annum on all other eligible loans during the reinvestment period. In addition, as of December 31, 2022, for the duration of the reinvestment period there is a non‑usage fee payable of 0.50% per annum on the undrawn amount under the Citibank Facility. As of December 31, 2022, the reinvestment period under the Citibank Facility was scheduled to expire on November 18, 2023 and the maturity date for the Citibank Facility was November 18, 2024.

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On January 23, 2023, as a result of the consummation of the Mergers, OCSL became party to the OSI2 Citibank Facility. As of January 23, 2023, we had $225.0 million outstanding under the OSI2 Citibank Facility. Borrowings under the OSI2 Citibank Facility bear interest payable quarterly at a rate per year equal to (a) in the case of a lender that is identified as a conduit lender under the OSI2 Citibank Facility, the lesser of (i) the applicable commercial paper rate for such conduit lender and (ii) LIBOR for a three month maturity and (b) for all other lenders under the OSI2 Citibank Facility, LIBOR, plus, in each case, an applicable spread. As of January 23, 2023, the applicable spread is the greater of (i) a weighted average rate of (x) 1.65% per year for broadly syndicated loans and (y) 2.25% per year for all other eligible loans and (ii) 1.85%. There is also a non‑usage fee of 0.50% per year on the unused portion of the OSI2 Citibank Facility, payable quarterly; provided that if the unused portion of the OSI2 Citibank Facility is greater than 30% of the commitments under the OSI2 Citibank Facility, the non‑usage fee will be based on an unused portion of 30% of the commitments under the OSI2 Citibank Facility. As of January 23, 2023, the reinvestment period under the OSI2 Citibank Facility was scheduled to expire on May 26, 2023 and the maturity date for the OSI2 Citibank Facility was January 26, 2025.

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CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2022. Share and per share amounts have been retrospectively adjusted to give effect to the 1‑for‑3 reverse stock split completed on January 20, 2023 and effective at the commencement of trading on January 23, 2023.


	As of December 31, 2022 (amounts in thousands)

	Actual

Assets:

Cash, cash equivalents and restricted cash	$	19,245

Total investments at fair value		2,642,870

Other assets		105,145


Total assets	$	2,767,260


Liabilities:

Debt	$	1,463,624

Other liabilities		101,647


Total liabilities	$	1,565,271


Net assets:

Common stock, $0.01 par value per share, 250,000 shares authorized; 61,220 shares issued and outstanding as of December 31, 2022		612

Additional paid‑in‑capital		1,829,653

Accumulated overdistributed earnings		(628,276	)


Total net assets		1,201,989


Net asset value per common share	$	19.63


Total Capitalization	$	2,767,260

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PLAN OF DISTRIBUTION

Keefe, Bruyette & Woods, Inc., JMP Securities LLC, Raymond James & Associates, Inc. and SMBC Nikko Securities America, Inc. are acting as Sales Agents in connection with the offer and sale of shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Upon written instructions from us, the Sales Agents will use their commercially reasonable efforts consistent with their normal sales and trading practices to sell, as our Sales Agents, our common stock under the terms and subject to the conditions set forth in the Equity Distribution Agreement. We will instruct the Sales Agents as to the amount of common stock to be sold by them. We may instruct the Sales Agents not to sell common stock if the sales cannot be effected at or above the price designated by us in any instruction. The sales price per share of our common stock offered by this prospectus supplement and the accompanying prospectus, less commissions payable under the Equity Distribution Agreement and discounts, if any, will not be less than the net asset value per share of our common stock at the time of such sale unless we have stockholder approval to issue common stock at prices below net asset value. We or the Sales Agents may suspend the offering of shares of our common stock upon proper notice and subject to other conditions.

The Sales Agents will provide written confirmation of a sale to us no later than the opening of the trading day on the Nasdaq Global Select Market following each trading day in which shares of our common stock are sold under the Equity Distribution Agreement. Each confirmation will include the number of shares of common stock sold on the preceding day, the net proceeds to us and the compensation payable by us to the Sales Agents, in connection with the sales.

Pursuant to the Equity Distribution Agreement, the Sales Agents will receive a commission from us of up to 1.50% of the gross sales price of any shares of our common stock sold through the Sales Agents. We estimate that the total expenses for the offering, excluding compensation payable to the Sales Agents under the terms of the Equity Distribution Agreement, will be approximately $0.4 million, which includes up to $7,500 per calendar quarter during the term of the Equity Distribution Agreement for fees and expenses of counsel to the Sales Agents incurred in connection with quarterly updates for this offering.

Settlement for sales of shares of common stock will occur on the second trading day following the date on which such sales are made, or on some other date that is agreed upon by us and the Sales Agents in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

We will report, through our quarterly reports on Form 10‑Q and annual reports on Form 10‑K, the number of shares of our common stock sold through the Sales Agents under the Equity Distribution Agreement, the net proceeds to us and compensation payable by us to the Sales Agents with regard to shares sold pursuant to the Equity Distribution Agreement.

In connection with the sale of the common stock on our behalf, each Sales Agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of each Sales Agent may be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Sales Agents against certain civil liabilities, including liabilities under the Securities Act.

The offering of our shares of common stock pursuant to the Equity Distribution Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Equity Distribution Agreement or (ii) the

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termination of the Equity Distribution Agreement. The Equity Distribution Agreement may be terminated by us in our sole discretion under the circumstances specified in the Equity Distribution Agreement by giving notice to the Sales Agents. In addition, the Sales Agents may terminate the Equity Distribution Agreement under the circumstances specified in the Equity Distribution Agreement by giving notice to us.

The principal business addresses of the Sales Agents are: Keefe, Bruyette & Woods, Inc., 787 7th Avenue, 4th Floor, New York, NY 10019; JMP Securities LLC, 600 Montgomery Street, 11th Floor, San Francisco, CA 94111; Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, FL 33716; and SMBC Nikko Securities America, Inc., 277 Park Avenue, New York, NY 10172.

Passive Market Making

In connection with this offering, the Sales Agents may engage in passive market making transactions in the common stock on The Nasdaq Global Select Market in accordance with Rule 103 of Regulation M under the Exchange Act during a period before the commencement of offers or sales of common stock and extending through the completion of distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded. Passive market making may cause the price of our common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. The Sales Agents are not required to engage in passive market making and may end passive market making activities at any time.

Nasdaq Global Select Market Listing

Our common stock is listed on The Nasdaq Global Select Market under the symbol “OCSL.”

Other Relationships

The Sales Agents and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non‑financial activities and services. The Sales Agents and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us and our affiliates, for which they received or will receive customary fees and expenses, including acting as sales agents for our and our affiliates’ securities offerings.

In the ordinary course of their various business activities, the Sales Agents and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of ours and our affiliates (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us and our affiliates. If the Sales Agents or their respective affiliates have a lending relationship with us, the Sales Agents or their respective affiliates routinely hedge, or may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, the Sales Agents and their respective affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the common stock offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the common stock offered hereby. The Sales Agents and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

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Certain proceeds of this offering may be used to repay outstanding indebtedness under the Syndicated Facility. Affiliates of certain of the Sales Agents are lenders under the Syndicated Facility. Accordingly, affiliates of certain of the Sales Agents may receive more than 5% of the proceeds of this offering to the extent such proceeds are used to repay or repurchase outstanding indebtedness under the Syndicated Credit Facility. In addition, in the future, the Sales Agents or their affiliates may be lenders under other credit facilities to which we are from time to time party.

Other Jurisdictions

Other than in the United States, no action has been taken by us or the Sales Agents that would permit a public offering of the securities offered by this prospectus supplement in any jurisdiction where action for that purpose is required. The securities offered by this prospectus supplement may not be offered or sold, directly or indirectly, nor may this prospectus supplement or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus supplement comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus supplement in any jurisdiction in which such an offer or a solicitation is unlawful.

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LEGAL MATTERS

The validity of the common stock offered hereby and certain legal matters for us in connection with the offering will be passed upon for us by Kirkland & Ellis LLP, Washington, D.C. Certain legal matters in connection with the offering will be passed upon for the Sales Agents by Dechert LLP, Washington, D.C.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This prospectus supplement is part of a registration statement that we have filed with the SEC. We are allowed to “incorporate by reference” the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement, and later information that we file with the SEC will automatically update and supersede this information.

We previously filed the following documents with the SEC, and such filings are incorporated by reference into this prospectus supplement:

•

Annual Report on Form 10‑K for the fiscal year ended September 30, 2022, filed November 15, 2022;

•

Joint proxy statement/prospectus, filed on November 30, 2022 (to the extent incorporated by reference into Part III of Annual Report on Form 10‑K for the fiscal year ended September 30, 2022);

•

Quarterly Report on Form 10‑Q for the quarterly period ended December 31, 2022, filed February 7, 2023;

•

Current Reports on Form 8‑K filed January 10, 2023, January 20, 2023 and January 23, 2023; and

•

The description of our common stock contained in our Registration Statement on Form 8‑A (File No. 001‑33901), filed on November 25, 2011, including any amendment or report filed for the purpose of updating such description.

We also incorporate by reference into this prospectus additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the filing of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or we otherwise terminate the offering of these securities, including all filings made after the date of the initial filing of the registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement; provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8‑K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and the accompanying prospectus. Information that we subsequently file with the SEC will automatically update and may supersede information in this prospectus supplement, the accompanying prospectus and information previously filed with the SEC.

These filings may also be accessed on our website at www.oaktreespecialtylending.com. Except for documents incorporated by reference into this prospectus supplement and the accompanying prospectus, information contained on our website is not incorporated by reference into this prospectus supplement. You may also request a copy of these filings (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents) at no cost by writing, emailing or calling Investor Relations at the following address and telephone number:

Investor Relations

Oaktree Specialty Lending Corporation

1301 Avenue of the Americas, 34th Floor

New York, NY 10019

(212) 284‑1900

ocsl‑ir@oaktreecapital.com

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Oaktree Specialty Lending Corporation

Common Stock

Debt Securities

Warrants

Subscription Rights

We are a specialty finance company dedicated to providing customized, one-stop credit solutions to companies with limited access to public or syndicated capital markets. We were formed in late 2007 and operate as a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a Business Development Company under the Investment Company Act, of 1940, as amended. Our 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, bonds, preferred equity and certain equity co-investments. We may also seek to generate capital appreciation and income through secondary investments at discounts to par in either private or syndicated transactions. We generally invest 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.

We may offer, from time to time in one or more offerings, shares of our common stock, debt securities, warrants representing rights to purchase common stock or debt securities or subscription rights to purchase common stock, which we refer to, collectively, as the “securities.” We may offer our securities in certain amounts, at prices and on terms to be disclosed in one or more supplements to this prospectus. You should read this prospectus, the applicable prospectus supplement and any free writing prospectuses carefully before you invest in our securities.

Our securities may be offered directly to one or more purchasers, including existing stockholders in a rights offering, through agents designated from time to time by us, or to or through underwriters or dealers. The prospectus supplement relating to an offering will identify any agents or underwriters involved in the sale of our securities, and will disclose any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution.” We may not sell any of our securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of the offering of such securities.

Our common stock is traded on the Nasdaq Global Select Market under the symbol “OCSL.” On February 2, 2023 and December 30, 2022, the last reported sale price of our common stock on the Nasdaq Global Select Market was $20.43 and $20.61 per share, respectively. We determine the net asset value per share of our common stock on a quarterly basis. Our net asset value per share of our common stock as of December 31, 2022 was $19.63. Figures for periods prior to January 23, 2023 have been retrospectively adjusted to give effect to the 1-for-3 reverse stock split completed on January 20, 2023 and effective at the commencement of trading on January 23, 2023.

An investment in our securities involves certain risks, including, among other things, the risk of leverage and risks relating to investments in securities of small, private and developing businesses. Shares of closed-end investment companies frequently trade at a discount to their net asset value per share. If our shares trade at a discount to their net asset value, this will likely increase the risk of loss to purchasers of our common stock. You should review carefully the risks and uncertainties, including the risk of leverage and dilution, described in the section titled “Risk Factors” beginning on page 5 of this prospectus or otherwise incorporated by reference herein and included in, or incorporated by reference into, the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus before investing in our securities.

This prospectus and any accompanying prospectus supplement contain important information about us that a prospective investor should know before investing in our securities. Please read this prospectus and any accompanying prospectus supplement before investing and keep them for future reference. We file periodic reports, current reports, proxy statements and other information with the Securities and Exchange Commission. This information is available free of charge by contacting us at 333 South Grand Ave.,28th Floor, Los Angeles, CA 90071 or by calling us collect at (213) 830-6300 or on our website at oaktreespecialtylending.com. Except for the documents incorporated by reference into this prospectus, information on our website is not incorporated into or a part of this prospectus or any related prospectus supplement. The Securities and Exchange Commission also maintains a website at www.sec.gov that contains such information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

Prospectus dated February 7, 2023

TABLE OF CONTENTS


ABOUT THIS PROSPECTUS			i

PROSPECTUS SUMMARY			1

FEES AND EXPENSES			5

RISK FACTORS			5

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			6

USE OF PROCEEDS			7

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			7

PRICE RANGE OF COMMON STOCK			8

SENIOR SECURITIES			8

BUSINESS			8

PORTFOLIO COMPANIES			9

MANAGEMENT			38

PORTFOLIO MANAGEMENT			38

DIVIDEND REINVESTMENT PLAN			39

DESCRIPTION OF OUR CAPITAL STOCK			41

DESCRIPTION OF OUR DEBT SECURITIES			44

DESCRIPTION OF OUR WARRANTS			58

DESCRIPTION OF OUR SUBSCRIPTION RIGHTS			60

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			62

PLAN OF DISTRIBUTION			72

CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR			74

BROKERAGE ALLOCATION AND OTHER PRACTICES			74

LEGAL MATTERS			74

EXPERTS			74

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			74

AVAILABLE INFORMATION			75

ABOUT THIS PROSPECTUS

This prospectus is part of an automatic registration statement that we have filed with the Securities and Exchange Commission, or SEC, using the “shelf” registration process. Under the shelf registration process, we may offer our securities, from time to time, in one or more offerings or series, on terms to be determined at the time of the offering. This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained or incorporated by reference in this prospectus. Please carefully read this prospectus, any accompanying prospectus supplement, any free writing prospectus and the documents incorporated by reference in this prospectus and any accompanying prospectus supplement before you make an investment decision.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus or any accompanying supplement to this prospectus. You must not rely on any unauthorized information or representations not contained or incorporated by reference in this prospectus or any accompanying prospectus supplement as if we had authorized it. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or a solicitation of any offer to buy any security other than the registered securities to which they relate, nor do they constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement is accurate as of their respective dates. Our financial condition, results of operations and prospects may have changed since that date. To the extent required by law, we will amend or supplement the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement to reflect any material changes to such information subsequent to the date of the prospectus and any accompanying prospectus supplement and prior to the completion of any offering pursuant to the prospectus and any accompanying prospectus supplement.

PROSPECTUS SUMMARY

This summary highlights some of the information in this prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read the entire prospectus carefully, including the section entitled “Risk Factors” before making a decision to invest in our securities.

Unless otherwise noted, the terms:

•

“we,” “us” and “our” refer to Oaktree Specialty Lending Corporation;

•

“Oaktree” and “our Adviser” refer to Oaktree Fund Advisors, LLC, our external investment adviser;

•

“Oaktree Administrator” refers to Oaktree Fund Administration, LLC, our administrator;

•

“2025 Notes” refers to our 3.500% unsecured notes issued in February 2020 in an aggregate principal amount of $300.0 million that mature on February 25, 2025; and

•

“2027 Notes” refers to our 2.700% unsecured notes issued in May 2021 in an aggregate principal amount of $350.0 million that mature on January 15, 2027.

Oaktree Specialty Lending Corporation

We are a specialty finance company dedicated to providing customized, one-stop credit solutions to companies with limited access to public or syndicated capital markets. We were formed in late 2007 and currently operate as a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a Business Development Company under the Investment Company Act of 1940, as amended, or the Investment Company Act. In addition, we have qualified and elected to be treated as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended, or the Code, for tax purposes. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any net ordinary income or net realized capital gains that we distribute to our stockholders if we meet certain source-of-income, income distribution and asset diversification requirements.

Our 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, bonds, preferred equity and certain equity co-investments. We may also seek to generate capital appreciation and income through secondary investments at discounts to par in either private or syndicated transactions. We invest in companies that typically possess resilient business models with strong underlying fundamentals. We intend to deploy capital across credit and economic cycles with a focus on long-term results, which we believe will enable us to build lasting partnerships with financial sponsors and management teams, and we may seek to opportunistically take advantage of dislocations in the financial markets and other situations that may benefit from our Adviser’s credit and structuring expertise, including throughout the COVID-19 pandemic. Sponsors may include financial sponsors, such as an institutional investor or a private equity firm, or a strategic entity seeking to invest in a portfolio company.

Our Adviser is generally focused on middle-market companies, which we define as companies with enterprise values of between $100 million and $750 million. We expect our portfolio to include a mix of first and second lien loans, including asset backed loans, unitranche loans, mezzanine loans, unsecured loans, bonds, preferred equity and certain equity co-investments. Our portfolio may also include certain structured finance and other non-traditional structures. We generally invest 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.

Our portfolio totaled $2.6 billion at fair value as of December 31, 2022 and was composed of 156 portfolio companies. These included debt investments in 142 companies, equity investments in 42 companies, and our investments in Senior Loan Fund JV I, LLC, or SLF JV I, a joint venture through which we and Trinity Universal Insurance Company, a subsidiary of Kemper Corporation, or Kemper, co-invest in senior secured loans of middle-market companies and other corporate debt securities, and OCSI Glick JV LLC, or the Glick JV, a joint venture through which we and GF Equity Funding 2014 LLC, or GF Equity Funding, co-invest primarily in senior secured loans of middle-market companies. 30 of our equity investments were in companies in which we also had a debt investment. At fair value, 94.8% of our portfolio consisted of debt investments, including our debt investments in SLF JV I and Glick JV, and 86.3% of our portfolio consisted of senior secured loans as of December 31, 2022. The weighted average annual yield of our debt investments at fair value as of December 31, 2022, including the return on our debt investments in SLF JV I and Glick JV, was approximately 11.6%, including 10.3% representing cash payments. The weighted average annual yield of our debt investments is determined before the payment of, and therefore does not take into account, our expenses and the payment by an investor of any stockholder transaction expenses, and does not represent the return on investment for our stockholders.

We are permitted to, and expect to continue to, finance our investments through borrowings. However, as a Business Development Company, subject to certain limited exceptions, we are currently only allowed to borrow amounts in accordance with the asset coverage requirements in the Investment Company Act. At a special meeting of stockholders held on June 28, 2019, our stockholders approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to us, effective as of June 29, 2019. As a result of the reduced asset coverage requirement, we can incur $2 of debt for each $1 of equity. As of December 31, 2022, we had $1,514.4 million in senior securities and our asset coverage ratio was 176.3%. During the year ended September 30, 2022, we increased our target debt to equity ratio from 0.85x to 1.0x to 0.90x to 1.25x (i.e., one dollar of equity for each $0.90 to $1.25 of debt outstanding) to provide us with increased capacity to opportunistically deploy capital into the markets. As of December 31, 2022, our net debt to equity ratio was 1.24x.

therein, Oaktree. Pursuant to the OCSI Merger Agreement, OCSI was merged with and into us in a two-step transaction, with us as the surviving company.

Our Adviser

We are externally managed and advised by Oaktree, a registered investment adviser under the Investment Advisers Act of 1940, as amended. The principal executive offices of Oaktree are located at 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. Oaktree, subject to the overall supervision of our Board of Directors, manages our day-to-day operations, and provides investment advisory services to us pursuant to the Investment Advisory Agreement.

strategy consists of 24 Investment Professionals led by Armen Panossian, our Chief Executive Officer and Chief Investment Officer, who focus on the investment strategy employed by our Adviser and certain of its affiliates. Second, it has permitted the investment team to build strong relationships with brokers, banks and other market participants. These institutional relationships have been instrumental in strengthening access to trading opportunities, to understanding the current market, and to executing the investment team’s investment strategies. OCM aims to attract, motivate and retain talented employees (both Investment Professionals and accounting, valuation, legal, compliance and other administrative professionals) by making them active participants in, and beneficiaries of, the platform’s success. In addition to competitive base salaries, all OCM employees share in the discretionary bonus pool. An employee’s participation in the bonus pool is based on the overall success of our Adviser and its affiliates and the individual employee’s performance and level of responsibility.

Strategic Credit

Our Adviser’s affiliates officially launched the Strategic Credit strategy in early 2013 as a step-out from the Distressed Debt strategy, to capture attractive investment opportunities that appear to offer too little return for distressed debt investors, but may pose too much uncertainty for high-yield bond creditors. The strategy seeks to achieve an attractive total return by investing in public and private revenue-generating, performing debt.

Strategic Credit focuses on U.S. and non-U.S. investment opportunities that arise from pricing inefficiencies that occur in the primary and secondary markets or from the financing needs of healthy companies with limited access to traditional lenders or public markets. Typical investments will be in high yield bonds and senior secured loans for borrowers that are in need of direct loans, rescue financings, or other capital solutions or that have had challenged or unsuccessful primary offerings.

Our Administrator

Corporate Information

Our principal executive offices are located at 333 South Grand Avenue, 28^th Floor, Los Angeles, CA 90071, and our telephone number is (213) 830-6300. Our corporate website is located at www.oaktreespecialtylending.com. Except for the documents incorporated by reference into this prospectus, information on our website is not incorporated into or a part of this prospectus or any related prospectus supplement.

FEES AND EXPENSES

Information under the caption “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Fees and Expenses” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 is incorporated by reference herein.

RISK FACTORS

An investment in any securities offered pursuant to this prospectus and any accompanying prospectus supplement involves substantial risks. You should carefully consider the risk factors incorporated by reference herein from our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 and our subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and the other information contained in this prospectus, as updated, amended or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the risk factors and other information contained in any accompanying prospectus supplement or free writing prospectus before acquiring any of such securities. The occurrence of any of these risks could materially and adversely affect our business, prospects, financial condition, results of operations and cash flow and might cause you to lose all or part of your investment in the offered securities. The risks described in these documents are not the only risks we face, and there may be additional risks that we do not presently know of or that we currently consider not likely to have a significant impact. New risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our business or our financial performance.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus and any accompanying prospectus supplement constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this prospectus and any accompanying prospectus supplement may include statements as to:

•

our future operating results and distribution projections;

•

the ability of Oaktree to reposition our portfolio and to implement Oaktree’s future plans with respect to our business;

•

the ability of Oaktree and its affiliates to attract and retain highly talented professionals;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of the investments that we expect to make;

•

the ability of our portfolio companies to achieve their objectives;

•

our expected financings and investments and additional leverage we may seek to incur in the future;

•

the adequacy of our cash resources and working capital;

•

the timing of cash flows, if any, from the operations of our portfolio companies; and

•

the cost or potential outcome of any litigation to which we may be party.

In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this prospectus, and any accompanying prospectus supplement, involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in this prospectus and any accompanying prospectus supplement.

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

•

changes or potential disruptions in our operations, the economy, financial markets or political environment, including the impacts of inflation and rising interest rates;

•

the ability to realize the benefits of the OSI2 Merger; and

•

other considerations that may be disclosed from time to time in our publicly disseminated documents and filings.

We have based the forward-looking statements included in this prospectus and will base the forward-looking statements included in any accompanying prospectus supplement on information available to us on the date of this prospectus and any accompanying prospectus supplement, as appropriate, and we assume no obligation to update any such forward-looking statements, except as required by law. Although we 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 we may make directly to you or through reports that we 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. The forward-looking statements contained in this prospectus and any accompanying prospectus supplement are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and the forward looking statements contained in our periodic reports are excluded from the safe-harbor protection provided by Section 21E of the Exchange Act.

USE OF PROCEEDS

We intend to use substantially all of the net proceeds from selling our securities to make investments in accordance with our investment objective and strategies described in this prospectus or any prospectus supplement and for general corporate purposes. We may also use a portion of the net proceeds to reduce any of our outstanding borrowings, including borrowings under the Syndicated Facility, the Citibank Facility and the OSI2 Citibank Facility and to redeem or repurchase the 2025 Notes and the 2027 Notes.

We anticipate that substantially all of the net proceeds from any offering of our securities will be used as described above within three to six months of such offering. Pending such use, we will invest the net proceeds primarily in high quality, short-term debt securities consistent with our business development company election and our election to be taxed as a RIC. Our ability to achieve our investment objective may be limited to the extent that the net proceeds from an offering, pending full investment, are held in interest-bearing deposits or other short-term instruments. The prospectus supplement relating to an offering will more fully identify the use of proceeds from any offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 and our Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 are incorporated by reference herein.

PRICE RANGE OF COMMON STOCK

The following table sets forth, for each fiscal quarter during the last two fiscal years and the current fiscal year, the Company’s net asset value, or NAV, per share (where it has been determined), the range of high and low sales prices of the Company’s common stock as reported on The Nasdaq Global Select Market and the premium (discount) of such sales price to the Company’s NAV per share. Figures for periods prior to January 23, 2023 have been retrospectively adjusted to give effect to the 1-for-3 reverse stock split completed on January 20, 2023 and effective at the commencement of trading on January 23, 2023.


				Sales Price				Premium (Discount) of High Sales Price to NAV (2)			Premium (Discount) of Low Sales Price to NAV (2)
	NAV (1)			High		Low		Premium (Discount) of High Sales Price to NAV (2)			Premium (Discount) of Low Sales Price to NAV (2)
Year ended September 30, 2021
First quarter	$	20.54		$	16.98	$	13.56		(17.3	)%		(34.0	)%
Second quarter	$	21.27		$	19.08	$	16.41		(10.3	)%		(22.8	)%
Third quarter	$	21.66		$	20.76	$	18.57		(4.2	)%		(14.3	)%
Fourth quarter	$	21.84		$	22.20	$	19.74		1.6	%		(9.6	)%
Year ended September 30, 2022
First quarter	$	22.03		$	22.86	$	21.09		3.8	%		(4.3	)%
Second quarter	$	21.78		$	23.43	$	21.39		7.6	%		(1.8	)%
Third quarter	$	20.67		$	22.83	$	18.60		10.4	%		(10.0	)%
Fourth quarter	$	20.38		$	21.75	$	17.61		6.7	%		(13.6	)%
Year ending September 30, 2023
First quarter	$	19.63		$	21.69	$	17.59		10.5	%		(10.4	)%
Second quarter (through February 2, 2023)			*	$	21.48	$	19.80			*			*

*	Not determinable at the time of filing.

(1)	NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.

(2)	Calculated as the respective high or low sales price less NAV per share, divided by NAV per share.

SENIOR SECURITIES

The information contained under the caption “Item 8. Consolidated Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 11 – Senior Securities” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 is incorporated by reference herein.

BUSINESS

The information contained under the caption “Item 1. Business” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 is incorporated by reference herein.

PORTFOLIO COMPANIES

The following table sets forth certain information as of December 31, 2022, for each portfolio company in which we had a debt or equity investment. Our only formal relationships with our portfolio companies are the managerial assistance ancillary to our investments and the board observation or participation rights we may receive. For example, certain of our officers may serve as members of the boards of certain of our portfolio companies.


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*		Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes
Control Investments													(8)(9)

C5 Technology Holdings, LLC 850 W. Jackson Boulevard Chicago, IL 60607	Data Processing & Outsourced Services
		829 Common Units		82.90%						—		—	(15)
		34,984,460.37 Preferred Units								34,984		27,638	(15)
										34,984		27,638


Dominion Diagnostics, LLC 211 Circuit Drive North Kingstown, RI 02852	Health Care Services
		First Lien Term Loan, LIBOR+5.00% cash due 2/28/2024				9.73%		14,297		14,297		14,297	(6)(15)
		First Lien Revolver, LIBOR+5.00% cash due 2/28/2024						—		—		—	(6)(15)(19)
		30,030.8 Common Units in DD Healthcare Services Holdings, LLC		69.24%						15,222		4,227	(15)
										29,519		18,524


OCSI Glick JV LLC	Multi-Sector Holdings												(14)
333 South Grand Avenue, 28th Floor Los Angeles, CA 90071	Multi-Sector Holdings	Subordinated Debt, LIBOR+4.50% cash due 10/20/2028				7.67%		59,049		49,961		49,536	(6)(11)(15)(19)
333 South Grand Avenue, 28th Floor Los Angeles, CA 90071		87.5% equity interest		87.50%						—		—	(11)(16)(19)
										49,961		49,536


Senior Loan Fund JV I, LLC	Multi-Sector Holdings												(14)
333 South Grand Avenue, 28th Floor Los Angeles, CA 90071		Subordinated Debt, LIBOR+7.00% cash due 12/29/2028				10.17%		112,656		112,656		112,656	(6)(11)(15)(19)
333 South Grand Avenue, 28th Floor Los Angeles, CA 90071		87.5% LLC equity interest		87.50%						54,791		24,108	(11)(12)(16)(19)
										167,447		136,764


Affiliate Investments													(17)

Assembled Brands Capital LLC	Specialized Finance
76 Greene Street New York, NY 10012		First Lien Revolver, LIBOR+6.75% cash due 10/17/2023				11.48%		21,464		21,464		21,252	(6)(15)(19)
76 Greene Street New York, NY 10012		1,609,201 Class A Units		7.77%						764		354	(15)
		1,019,168.80 Preferred Units, 6%								1,019		1,243	(15)
		70,424.5641 Class A Warrants (exercise price $3.3778) expiration date 9/9/2029								—		—	(15)
										23,247		22,849


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

Caregiver Services, Inc.	Health Care Services
10451 N.W. 117th Avenue, Suite 110 Miami, FL 33178		1,080,399 shares of Series A Preferred Stock, 10%							1,080		324	(15)
10451 N.W. 117th Avenue, Suite 110 Miami, FL 33178									1,080		324


Non-Control/Non-Affiliate Investments												(18)

107 Fair Street LLC 175 Broadway, Floor 1 Paterson, NJ 07505	Real Estate Operating Companies
	Real Estate Operating Companies	First Lien Delayed Draw Term Loan, 12.50% cash due 5/17/2024					1,174		1,111		1,108	(10)(15)(19)
									1,111		1,108


112-126 Van Houten Real22 LLC	Biotechnology
175 Broadway, Floor 1 Paterson, NJ 07505		First Lien Delayed Draw Term Loan, 12.00% cash due 5/4/2024					3,239		3,167		3,159	(10)(15)(19)
175 Broadway, Floor 1 Paterson, NJ 07505									3,167		3,159


A.T. Holdings II Ltd.	Biotechnology
4-1 Kioicho Chiyoda-ku Tokyo, 102-0094 Japan		First Lien Revenue Interest Financing Term Loan, 14.25% cash due 9/13/2029					15,939		15,939		15,939	(11)(15)
									15,939		15,939



A.T. Holdings II SÀRL	Biotechnology
Biopôle, route de la Corniche 3 B 1066 Epalinges Switzerland		First Lien Term Loan, 12.50% PIK due 1/20/2023					15,643		15,640		15,722	(11)(15)
									15,640		15,722


Access CIG, LLC	Diversified Support Services
6818 A Patterson Pass Road Livermore, CA 94550		Second Lien Term Loan, LIBOR+7.75% cash due 2/27/2026			11.82%		20,000		19,932		17,800	(6)(15)
6818 A Patterson Pass Road Livermore, CA 94550									19,932		17,800


Accupac, Inc.	Personal Products
1501 Industrial Boulevard Mainland, PA 19451		First Lien Term Loan, SOFR+5.50% cash due 1/16/2026			10.16%		15,935		15,668		15,903	(6)(15)
1501 Industrial Boulevard Mainland, PA 19451		First Lien Delayed Draw Term Loan, SOFR+5.50% cash due 1/16/2026					—		—		(6)	(6)(15)(19)
		First Lien Revolver, SOFR+5.50% cash due 1/16/2026			10.17%		908		874		904	(6)(15)(19)
									16,542		16,801


Acquia Inc.	Application Software
53 State Street, 10th Floor Boston, MA 02109	Application Software	First Lien Term Loan, LIBOR+7.00% cash due 10/31/2025			10.74%		27,349		27,064		27,240	(6)(15)
53 State Street, 10th Floor Boston, MA 02109		First Lien Revolver, LIBOR+7.00% cash due 10/31/2025			12.18%		1,317		1,296		1,308	(6)(15)(19)
									28,360		28,548


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*		Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

ADB Companies, LLC 18777 US Highway 66 Pacific, MO 63069	Construction & Engineering
		First Lien Term Loan, SOFR+6.25% cash due 12/18/2025				11.34%		14,505		14,079		14,254	(6)(15)
										14,079		14,254


ADC Therapeutics SA	Biotechnology
Biopôle route de la Corniche 3B 1066 Epalinges Switzerland		First Lien Term Loan, SOFR+7.50% cash due 8/15/2029				12.23%		6,589		6,269		6,274	(6)(11)(15)
		First Lien Delayed Draw Term Loan, SOFR+7.50% cash due 8/15/2029						—		(38)		(35)	(6)(11)(15)(19)
		28,948 Common Stock Warrants (exercise price $8.297) expiration 8/15/2032								174		50	(11)(15)
										6,405		6,289


Aden & Anais Merger Sub, Inc. 20 Jay Street, Suite 600 Brooklyn, NY 11201	Apparel, Accessories & Luxury Goods
		51,645 Common Units in Aden & Anais Holdings, Inc.		5.25%						5,165		—	(15)
										5,165		—


AI Sirona (Luxembourg) Acquisition S.a.r.l.	Pharmaceuticals
5 Rue des Capucins L-1313, Luxembourg		Second Lien Term Loan, EURIBOR+7.25% cash due 9/28/2026				9.15%	€	24,838		27,775		24,255	(6)(11)(15)
										27,775		24,255


AIP RD Buyer Corp.	Distributors
8280 Montgomery Road, Suite 101 Cincinnati, OH 45236		Second Lien Term Loan, SOFR+7.75% cash due 12/23/2029				12.17%		14,414		14,163		13,960	(6)(15)
8280 Montgomery Road, Suite 101 Cincinnati, OH 45236		14,410 Common Units in RD Holding LP		0.34%						1,352		1,528	(15)
										15,515		15,488


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

AirStrip Technologies, Inc.	Application Software
335 East Sonterra Boulevard, Suite 200 San Antonio, TX 78258		5,715 Common Stock Warrants (exercise price $139.99) expiration date 5/11/2025							90		—	(15)
									90		—


All Web Leads, Inc.	Advertising
7300 Room 2222 Building 2, Suite 100 Austin, TX 78730		First Lien Term Loan, LIBOR+1.00% cash 7.50% PIK due 12/29/2023			5.73%		23,562		22,547		22,354	(6)(15)
									22,547		22,354



Altice France S.A.	Integrated Telecommunication Services
16 Rue Du General Alain De Boissieu Paris, Île-de-France, 75015 France	Integrated Telecommunication Services	Fixed Rate Bond, 5.50% cash due 10/15/2029					4,050		3,533		3,095	(11)
									3,533		3,095



Alto Pharmacy Holdings, Inc.	Health Care Technology
645 Harrison Street, #200 San Francisco, California 94107		First Lien Term Loan, SOFR+8.00% cash 3.50% PIK due 10/14/2027			12.68%		8,640		7,904		7,930	(6)(15)
645 Harrison Street, #200 San Francisco, California 94107		166,414 Common Stock Warrants (exercise price $15.46) expiration date 10/14/2032							642		629	(15)
									8,546		8,559


Alvogen Pharma US, Inc.	Pharmaceuticals
1440 Main Street, Suite 310 Waltham, MA 02451		First Lien Term Loan, SOFR+7.50% cash due 6/30/2025			12.23%		12,968		12,711		12,903	(6)(15)
1440 Main Street, Suite 310 Waltham, MA 02451									12,711		12,903


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*		Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

Alvotech Holdings S.A.	Biotechnology												(13)
Saemundargata 15-19 101 Reykjavik, Iceland		Tranche A Fixed Rate Bond 8.50% cash 3.50% PIK due 11/16/2026						26,179		25,798		25,684	(11)(15)
Saemundargata 15-19 101 Reykjavik, Iceland		Tranche B Fixed Rate Bond 8.50% cash 3.50% PIK due 11/16/20 26						25,612		25,264		25,128	(11)(15)
		587,930 Common Shares in Alvotech SA		0.29%						5,308		5,879	(11)
		124,780 Seller Earn Out Shares in Alvotech SA								485		418	(11)(15)
		293,082 $10.00 Put Options on Common Shares in Alvotech SA								—		580	(11)(15)
		408,508 Common Stock Warrants (exercise price $0.01) expiration 12/31/2027								—		4,081	(11)(15)
										56,855		61,770


American Auto Auction Group, LLC	Consumer Finance
10333 N. Meridian Street, Suite 200 Indianapolis, IN 46290		Second Lien Term Loan, SOFR+8.75% cash due 1/2/2029				13.33%		14,760		14,503		11,439	(6)(15)
10333 N. Meridian Street, Suite 200 Indianapolis, IN 46290										14,503		11,439


American Tire Distributors, Inc.	Distributors
12200 Herbert Wayne Ct, Suite 150 Huntersville, NC 28078		First Lien Term Loan, LIBOR+6.25% cash due 10/20/2028				10.61%		9,870		9,747		9,081	(6)
12200 Herbert Wayne Ct, Suite 150 Huntersville, NC 28078										9,747		9,081


AMMC CLO 27	Multi-Sector Holdings
301 E. Fourth St. Cincinnati, OH 45202	Multi-Sector Holdings	Class E Notes, SOFR+8.89% cash due 1/20/2036				13.49%		2,275		2,037		2,087	(6)(11)
301 E. Fourth St. Cincinnati, OH 45202										2,037		2,087


Amplify Finco Pty Ltd.	Movies & Entertainment
World Square Shopping Center Shop 9.28c, Lower Ground Floor Sydney, NSW 2000 Australia		First Lien Term Loan, LIBOR+4.25% cash due 11/26/2026				8.98%		15,181		14,014		14,637	(6)(11)(15)
		Second Lien Term Loan, LIBOR+8.00% cash due 11/26/2027				12.73%		12,500		12,188		11,833	(6)(11)(15)
										26,202		26,470


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

Anastasia Parent, LLC	Personal Products
4638 E. Shelby Drive Memphis, TN 38118		First Lien Term Loan, LIBOR+3.75% cash due 8/11/2025			8.48%		2,729		2,254		2,043	(6)
4638 E. Shelby Drive Memphis, TN 38118									2,254		2,043


Ankura Consulting Group LLC	Research & Consulting Services
485 Lexington Avenue, 10th Floor New York, NY 10017		Second Lien Term Loan, LIBOR+8.00% cash due 3/19/2029			12.36%		2,996		2,951		2,558	(6)(15)
485 Lexington Avenue, 10th Floor New York, NY 10017									2,951		2,558


Apptio, Inc.	Application Software
11100 NE 8th Street, Suite 600 Bellevue, WA 98004	Application Software	First Lien Term Loan, LIBOR+6.00% cash due 1/10/2025			9.94%		34,458		33,818		33,769	(6)(15)
11100 NE 8th Street, Suite 600 Bellevue, WA 98004		First Lien Revolver, LIBOR+6.00% cash due 1/10/2025			9.94%		1,338		1,312		1,294	(6)(15)(19)
									35,130		35,063


APX Group Inc. 4931 North 300 W Provo, UT 84604	Electrical Components & Equipment	Fixed Rate Bond, 5.75% cash due 7/15/2029
		Fixed Rate Bond, 5.75% cash due 7/15/2029					2,075		1,742		1,721	(11)
									1,742		1,721


Ardonagh Midco 3 PLC	Insurance Brokers
1 Minster Court Mincing Lane London, EC3R 7AA United Kingdom		First Lien Term Loan, EURIBOR+7.00% cash due 7/14/2026			8.00%	€	1,964		2,176		2,103	(6)(11)(15)
		First Lien Term Loan, SONIA+7.00% cash due 7/14/2026			10.43%	£	18,636		23,058		22,485	(6)(11)(15)
		First Lien Term Loan, LIBOR+5.75% cash due 7/14/2026			8.81%		10,519		10,368		10,561	(6)(11)(15)
		First Lien Term Loan, SONIA+5.75% cash due 7/14/2026			7.48%	£	3,649		3,666		3,908	(6)(11)(15)
									39,268		39,057


Associated Asphalt Partners, LLC	Construction Materials
110 Franklin Road, 9th Floor Roanoke, VA 24011		First Lien Term Loan, LIBOR+5.25% cash due 4/5/2024			9.63%		2,493		2,353		1,928	(6)
110 Franklin Road, 9th Floor Roanoke, VA 24011									2,353		1,928


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

Astra Acquisition Corp.	Application Software
5201 Congress Avenue Boca Raton, FL 33487		First Lien Term Loan, LIBOR+5.25% cash due 10/25/2028			9.63%		5,640		5,489		5,006	(6)
5201 Congress Avenue Boca Raton, FL 33487									5,489		5,006


athenahealth Group Inc.	Health Care Technology
311 Arsenal Street Watertown, MA 02472		18,635 Shares of Series A Preferred Stock in Minerva Holdco, Inc., 10.75%							18,264		15,606	(15)
311 Arsenal Street Watertown, MA 02472									18,264		15,606


Athenex, Inc.	Pharmaceuticals
1001 Main Street, Suite 600 Buffalo, NY 14203		First Lien Term Loan, 11.00% cash due 6/19/2026					12,556		12,191		12,036	(11)(15)
1001 Main Street, Suite 600 Buffalo, NY 14203		First Lien Revenue Interest Financing Term Loan due 5/31/2031					8,649		8,604		8,649	(11)(15)
		328,149 Common Stock Warrants (exercise price $0.4955) expiration date 6/19/2027							973		7	(11)(15)
									21,768		20,692


Aurora Lux Finco S.À.R.L.	Airport Services
Rue de Bitbourg 19 1273 Luxembourg Luxembourg		First Lien Term Loan, LIBOR+6.00% cash due 12/24/2026			10.32%		22,368		22,050		21,274	(6)(11)(15)
Rue de Bitbourg 19 1273 Luxembourg Luxembourg									22,050		21,274


Avalara, Inc.	Application Software
255 South King St., Suite 1800 Seattle, WA 98104	Application Software	First Lien Term Loan, SOFR+7.25% cash due 10/19/2028			11.83%		41,467		40,466		40,430	(6)(15)
255 South King St., Suite 1800 Seattle, WA 98104		First Lien Revolver, SOFR+7.25% cash due 10/19/2028					—		(100)		(104)	(6)(15)(19)
									40,366		40,326


The Avery	Real Estate Operating Companies
333 South Grand Avenue, Suite 4450 Los Angeles, CA 90071	Real Estate Operating Companies	First Lien Term Loan in T8 Urban Condo Owner, LLC, LIBOR+7.30% cash due 2/17/2023			11.69%		15,301		15,279		15,391	(6)(15)
333 South Grand Avenue, Suite 4450 Los Angeles, CA 90071		Subordinated Debt in T8 Senior Mezz LLC, LIBOR+12.50% cash due 2/17/2023			17.24%		3,706		3,701		3,733	(6)(15)
									18,980		19,124


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

BAART Programs, Inc.	Health Care Services
1720 Lakepointe Drive, Suite 117 Lewisville, TX 75057		First Lien Delayed Draw Term Loan, LIBOR+5.00% cash due 6/11/2027			9.73%		2,541		2,497		2,420	(6)(15)(19)
1720 Lakepointe Drive, Suite 117 Lewisville, TX 75057		Second Lien Term Loan, LIBOR+8.50% cash due 6/11/2028			13.23%		7,166		7,059		6,944	(6)(15)
		Second Lien Delayed Draw Term Loan, LIBOR+8.50% cash due 6/11/2028			13.23%		5,197		5,042		4,854	(6)(15)(19)
									14,598		14,218


Berner Food & Beverage, LLC	Soft Drinks
2034 E Factory Road Dakota, IL 61018		First Lien Term Loan, LIBOR+5.50% cash due 7/30/2027			9.91%		32,995		32,555		32,533	(6)(15)
2034 E Factory Road Dakota, IL 61018		First Lien Revolver, PRIME+4.50% cash due 7/30/2026			12.00%		897		859		857	(6)(15)(19)
									33,414		33,390


BioXcel Therapeutics, Inc.	Pharmaceuticals
555 Long Wharf Drive, 12th Floor New Haven, CT 06511		First Lien Term Loan, 8.00% cash 2.25% PIK due 4/19/2027					5,383		5,184		5,028	(11)(15)
555 Long Wharf Drive, 12th Floor New Haven, CT 06511		First Lien Delayed Draw Term Loan, 8.00% cash 2.25% PIK due 4/19/2027					—		—		—	(11)(15)(19)
		First Lien Revenue Interest Financing Term Loan due 9/30/2032					2,432		2,432		2,432	(11)(15)
		First Lien Revenue Interest Financing Delayed Draw Term Loan due 9/30/2032					—		—		—	(11)(15)(19)
		21,177 Common Stock Warrants (exercise price $20.04) expiration date 4/19/2029							125		275	(11)(15)
									7,741		7,735


Blackhawk Network Holdings, Inc.	Data Processing & Outsourced Services
6220 Stoneridge Mall Road Pleasanton, CA 94588		Second Lien Term Loan, LIBOR+7.00% cash due 6/15/2026			10.94%		30,625		30,300		26,391	(6)
6220 Stoneridge Mall Road Pleasanton, CA 94588									30,300		26,391


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*		Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

Blumenthal Temecula, LLC	Automotive Retail
40910 Temecula Center Drive Temecula, CA 92591		First Lien Term Loan, 9.00% cash due 9/24/2023						3,979		3,980		3,960	(15)
40910 Temecula Center Drive Temecula, CA 92591		1,293,324 Preferred Units in Unstoppable Automotive AMV, LLC								1,293		1,267	(15)
		298,460 Preferred Units in Unstoppable Automotive VMV, LLC								298		292	(15)
		298,460 Common Units in Unstoppable Automotive AMV, LLC		2.60%						298		379	(15)
										5,869		5,898


Cadence Aerospace, LLC	Aerospace & Defense
610 Newport Center Drive, Suite 950 Newport Beach, CA 92660		First Lien Term Loan, LIBOR+6.50% cash 2.00% PIK due 11/14/2023				10.92%		14,332		13,700		13,178	(6)(15)
										13,700		13,178


CircusTrix Holdings, LLC	Leisure Facilities
P.O. Box 302 Provo, UT 84603		First Lien Term Loan, LIBOR+5.50% cash due 7/16/2023				9.57%		10,668		10,201		10,465	(6)(15)
P.O. Box 302 Provo, UT 84603										10,201		10,465


Clear Channel Outdoor Holdings Inc.	Advertising
4830 North Loop 1604W, Suite 111 San Antonio, TX 78249		Fixed Rate Bond, 7.50% cash due 6/1/2029						4,311		4,311		3,174	(11)
4830 North Loop 1604W, Suite 111 San Antonio, TX 78249		Fixed Rate Bond, 7.75% cash due 4/15/2028						676		649		494	(11)
										4,960		3,668


Condor Merger Sub Inc.	Systems Software
6220 America Center Drive San Jose, CA 95002		Fixed Rate Bond, 7.375% cash due 2/15/2030						8,420		8,248		6,785
6220 America Center Drive San Jose, CA 95002										8,248		6,785


Continental Intermodal Group LP	Oil & Gas Storage & Transportation
209 W. 2nd Street, Box 282 Forth Worth, TX 76102	Oil & Gas Storage & Transportation	First Lien Term Loan, LIBOR+8.50% cash due 1/28/2025				12.88%		19,992		19,286		17,893	(6)(15)
209 W. 2nd Street, Box 282 Forth Worth, TX 76102		Common Stock Warrants expiration date 7/28/2025								648		220	(15)
										19,934		18,113


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*		Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

Convergeone Holdings, Inc.	IT Consulting & Other Services
10900 Nesbitt Avenue South Bloomington, MN 55437	IT Consulting & Other Services	First Lien Term Loan, LIBOR+5.00% cash due 1/4/2026				9.38%		11,882		11,684		6,963	(6)
10900 Nesbitt Avenue South Bloomington, MN 55437										11,684		6,963


Conviva Inc.	Application Software
989 East Hillsdale Boulevard, Suite 400 Foster City, CA 94404	Application Software	517,851 Shares of Series D Preferred Stock								605		894	(15)
										605		894


CorEvitas, LLC	Health Care Technology
1440 Main Street, Suite 310 Waltham, MA 02451	Health Care Technology	First Lien Term Loan, SOFR+6.125% cash due 12/13/2025				10.55%		13,677		13,527		13,344	(6)(15)
1440 Main Street, Suite 310 Waltham, MA 02451		First Lien Revolver, PRIME+4.75% cash due 12/13/2025				12.25%		305		289		261	(6)(15)(19)
		1,099 Class A2 Common Units in CorEvitas Holdings, L.P.		0.78%						690		2,340	(15)
										14,506		15,945


Covetrus, Inc.	Health Care Distributors
7 Custom House Street Portland, ME 04101	Health Care Distributors	First Lien Term Loan, SOFR+5.00% cash due 9/20/2029				9.58%		10,336		9,733		9,711	(6)
7 Custom House Street Portland, ME 04101
										9,733		9,711


Coyote Buyer, LLC	Specialty Chemicals
10622 W 6400 North Cedar City, UT 84721		First Lien Term Loan, LIBOR+6.00% cash due 2/6/2026				10.41%		18,153		17,766		17,798	(6)(15)
10622 W 6400 North Cedar City, UT 84721		First Lien Revolver, LIBOR+6.00% cash due 2/6/2025						—		(13)		(26)	(6)(15)(19)
										17,753		17,772


Cuppa Bidco BV Weena 455 Rotterdam 3013 AL Netherlands	Soft Drinks
Cuppa Bidco BV Weena 455 Rotterdam 3013 AL Netherlands		First Lien Term Loan, EURIBOR+4.75% cash due 7/30/2029				7.50%		€12,340		10,521		10,997	(6)(11)
										10,521		10,997


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*		Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

Delta Leasing SPV II LLC	Specialized Finance
15500 Roosevelt Boulevard, Suite 301 Clearwater, FL 33762		Subordinated Delayed Draw Term Loan, 10.00% cash due 8/31/2029						8,365		8,365		8,365	(11)(15)(19)
15500 Roosevelt Boulevard, Suite 301 Clearwater, FL 33762		419 Series C Preferred Units in Delta Financial Holdings LLC								419		419	(11)(15)
		2.09 Common Units in Delta Financial Holdings LLC		2.09%						2		2	(11)(15)
		31.37 Common Warrants (exercise price $1.00)								—		—	(11)(15)
										8,786		8,786


Delta Topco, Inc.	Systems Software
2390 Mission College Boulevard, Suite 501 Santa Clara, CA 95054		Second Lien Term Loan, LIBOR+7.25% cash due 12/1/2028				11.65%		6,680		6,647		5,319	(6)
										6,647		5,319


Dialyze Holdings, LLC	Health Care Equipment
3297 NJ-66 Neptune City, NJ 07753	Health Care Equipment	First Lien Term Loan, LIBOR+9.00% cash due 8/4/2026				13.73%		20,965		19,913		20,912	(6)(15)
3297 NJ-66 Neptune City, NJ 07753		Subordinated Term Loan, 8.00% PIK due 9/30/2027						520		520		494	(15)
		5,403,823 Class A Warrants (exercise price $1.00) expiration date 8/4/2028								1,405		1,297	(15)
										21,838		22,703


Digital.AI Software Holdings, Inc.	Application Software
52 Third Avenue Burlington, MA 01803		First Lien Term Loan, LIBOR+6.50% cash due 2/10/2027				11.09%		9,877		9,593		9,768	(6)(15)
52 Third Avenue Burlington, MA 01803		First Lien Revolver, LIBOR+7.00% cash due 2/10/2027				11.59%		251		229		239	(6)(15)(19)
										9,822		10,007


DirecTV Financing, LLC	Cable & Satellite
2230 East Imperial Highway El Segundo, CA 90245		First Lien Term Loan, LIBOR+5.00% cash due 8/2/2027				9.38%		8,166		8,012		7,968	(6)
2230 East Imperial Highway El Segundo, CA 90245										8,012		7,968


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*		Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

Dryden 66 Euro CLO 2018	Multi-Sector Holdings
Grand Buildings, 1-3 Strand Trafalgar Square London WC2N 5HR United Kingdom		Class DR Notes, EURIBOR+3.35% cash due 1/18/2032				4.75%		€1,500		1,335		1,389	(6)(11)
										1,335		1,389



DTI Holdco, Inc.	Research & Consulting Services
1125 17th Street NW, 6th Floor Washington, DC 20036	Research & Consulting Services	First Lien Term Loan, SOFR+4.75% cash due 4/26/2029				8.84%		4,988		4,897		4,607	(6)
1125 17th Street NW, 6th Floor Washington, DC 20036										4,897		4,607


Eagleview Technology Corporation	Application Software
3700 Monte Villa Parkway, Suite 200 Bothell, WA 98021		Second Lien Term Loan, LIBOR+7.50% cash due 8/14/2026				12.23%		8,974		8,884		7,897	(6)(15)
3700 Monte Villa Parkway, Suite 200 Bothell, WA 98021										8,884		7,897


EOS Fitness Opco Holdings, LLC	Leisure Facilities
1 East Washington Street		487.5 Class A Preferred Units, 12%								488		1,067	(15)
Phoenix, AZ 85004		12,500 Class B Common Units		1.25%						—		—	(15)
										488		1,067


Establishment Labs Holdings Inc.	Health Care Technology
4th Street, Coyol Free Zone Provincia de Alajuela, Alajuela, 20102 Costa Rica		First Lien Term Loan, 3.00% cash 6.00% PIK due 4/21/2027						10,576		10,441		10,100	(11)(15)
		First Lien Delayed Draw Term Loan, 3.00% cash 6.00% PIK due 4/21/2027						1,694		1,667		1,694	(11)(15)(19)
										12,108		11,794


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

Fairbridge Strategic Capital Funding LLC	Real Estate Operating Companies
707 Westchester Avenue, Suite 304 White Plains, NY, 10604	Real Estate Operating Companies	First Lien Delayed Draw Term Loan, 9.00% cash due 12/24/2028					31,000		31,000		31,000	(15)(19)
		2,500 Warrant Units (exercise price $0.01) expiration date 11/24/2031							—		3	(11)(15)

									31,000		31,003


FINThrive Software Intermediate Holdings, Inc.	Health Care Technology
200 North Point Center East, Suite 400 Alpharetta, GA 30022		Second Lien Term Loan, LIBOR+6.75% cash due 12/17/2029			11.13%		25,061		24,685		19,273	(6)
									24,685		19,273


Fortress Biotech, Inc.	Biotechnology
2 Gansevoort Street, 9th Floor New York, NY 10014		First Lien Term Loan, 11.00% cash due 8/27/2025					9,466		9,106		8,922	(11)(15)
2 Gansevoort Street, 9th Floor New York, NY 10014		331,200 Common Stock Warrants (exercise price $3.20) expiration date 8/27/2030							405		26	(11)(15)
									9,511		8,948


Frontier Communications Holdings, LLC	Integrated Telecommunication Services
401 Merritt 7 Norwalk, CT 06851		Fixed Rate Bond, 6.00% cash due 1/15/2030					4,881		4,432		3,841	(11)
401 Merritt 7 Norwalk, CT 06851									4,432		3,841


GKD Index Partners, LLC	Specialized Finance
4925 Greenville Avenue, Suite 840 Dallas, TX 75206		First Lien Term Loan, LIBOR+7.00% cash due 6/29/2023			11.73%		24,819		24,682		24,641	(6)(15)
4925 Greenville Avenue, Suite 840 Dallas, TX 75206		First Lien Revolver, LIBOR+7.00% cash due 6/29/2023			11.75%		1,280		1,272		1,268	(6)(15)(19)
									25,954		25,909


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

GoldenTree Loan Management EUR CLO 2	Multi-Sector Holdings
300 Park Ave. New York, NY 10022		Class D Notes, EURIBOR+2.85% cash due 1/20/2032			4.31%		€ 1,000		865		899	(6)(11)
300 Park Ave. New York, NY 10022									865		899


Grove Hotel Parcel Owner, LLC	Hotels, Resorts & Cruise Lines
14501 Grove Resort Avenue Winter Garden, FL 34787		First Lien Term Loan, SOFR+8.00% cash due 6/21/2027			12.33%		14,275		14,020		13,990	(6)(15)
14501 Grove Resort Avenue Winter Garden, FL 34787		First Lien Delayed Draw Term Loan, SOFR+8.00% cash due 6/21/2027					—		(51)		(57)	(6)(15)(19)

		First Lien Revolver, SOFR+8.00% cash due 6/21/2027					—		(26)		(29)	(6)(15)(19)
									13,943		13,904


Harbor Purchaser Inc.	Education Services
125 High Street Boston, MA 02110		First Lien Term Loan, SOFR+5.25% cash due 4/9/2029			9.67%		9,369		9,070		8,938	(6)
125 High Street Boston, MA 02110									9,070		8,938


Hayfin Emerald CLO XI	Multi-Sector Holdings
One Eagle Place London SW1Y 6AF United Kingdom		Class E Notes, EURIBOR+8.12% cash due 1/25/2036			10.11%		€ 2,250		2,041		2,079	(6)(11)
One Eagle Place London SW1Y 6AF United Kingdom									2,041		2,079



Horizon Aircraft Finance I	Specialized Finance
Maples Fiduciary Services (Ireland) Limited 32 Molesworth Street Dublin 2 D02 Y512 Ireland		Class A Notes, 4.458% cash due 12/15/2038					7,112		5,697		5,838	(11)
									5,697		5,838


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

iCIMs, Inc. 101 Crawfords Corner Road, Suite 3-100, Fifth Floor Holmdel, NJ 07733	Application Software
		First Lien Term Loan, SOFR+3.375% cash 3.875% PIK due 8/18/2028			7.14%		19,203		18,888		18,420	(6)(15)
		First Lien Term Loan, SOFR+7.25% cash due 8/18/2028			11.52%		2,944		2,895		2,885	(6)(15)
		First Lien Delayed Draw Term Loan, SOFR+6.75% cash due 8/18/2028					—		—		—	(6)(15)(19)

		First Lien Revolver, SOFR+6.75% cash due 8/18/2028					—		(30)		(75)	(6)(15)(19)
									21,753		21,230


Immucor, Inc.	Health Care Supplies
3130 Gateway Drive P.O. Box 5625 Norcross, GA 30091	Health Care Supplies	First Lien Term Loan, LIBOR+5.75% cash due 7/2/2025			10.48%		8,547		8,395		8,635	(6)(15)
		Second Lien Term Loan, LIBOR+8.00% cash 3.50% PIK due 10/2/2025			12.73%		22,819		22,401		23,275	(6)(15)
									30,796		31,910


Impel Neuropharma, Inc. 201 Elliott Avenue West, Suite 260 Seattle, WA 98119	Health Care Technology
		First Lien Revenue Interest Financing Term Loan due 2/15/2031					13,482		13,482		13,428	(15)
		First Lien Term Loan, SOFR+8.75% cash due 3/17/2027			13.20%		12,161		11,956		11,876	(6)(15)
									25,438		25,304


Innocoll Pharmaceuticals Limited 210 Carnegie Center Drive, Suite 103 Princeton, NJ 08540	Health Care Technology
		First Lien Term Loan, 11.00% cash due 1/26/2027					6,817		6,569		6,336	(11)(15)
		First Lien Delayed Draw Term Loan, 11.00% cash due 1/26/2027					—		—		—	(11)(15)(19)

		56,999 Tranche A Warrant Shares (exercise price $4.23) expiration date 1/26/2029							135		662	(11)(15)
									6,704		6,998


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

Integral Development Corporation 850 Hansen Way Palo Alto, CA 94304	Other Diversified Financial Services
		1,078,284 Common Stock Warrants (exercise price $0.9274) expiration date 7/10/2024							113		—	(15)
									113		—


Inventus Power, Inc.	Electrical Components & Equipment
1200 Internationale Parkway Woodridge, IL 60517	Electrical Components & Equipment	First Lien Term Loan, SOFR+5.00% cash due 3/29/2024			9.84%		18,612		18,536		18,054	(6)(15)
		Second Lien Term Loan, LIBOR+8.50% cash due 9/29/2024			13.23%		13,674		13,535		13,195	(6)(15)

									32,071		31,249


INW Manufacturing, LLC	Personal Products
1270 Champion Circle Carrollton, TX, 75006		First Lien Term Loan, LIBOR+5.75% cash due 3/25/2027			10.48%		35,156		34,394		30,059	(6)(15)
1270 Champion Circle Carrollton, TX, 75006									34,394		30,059


IPC Corp.	Application
1500 Plaza Ten, 15th Floor Jersey City, NJ, 07311	Software	First Lien Term Loan, LIBOR+6.50% cash due 10/1/2026			9.44%		34,357		33,660		32,553	(6)(15)
									33,660		32,553


Ivanti Software, Inc.	Application Software
698 West 10000 South, Suite 500 South Jordan, UT 84095	Application Software	Second Lien Term Loan, LIBOR+7.25% cash due 12/1/2028			12.01%		10,247		10,196		5,994	(6)
									10,196		5,994


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*		Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

Jazz Acquisition, Inc.	Aerospace & Defense
416 Dividend Drive Peachtree City, GA 30269	Aerospace & Defense	First Lien Term Loan, LIBOR+7.50% cash due 1/29/2027				11.88%		35,912		34,918		36,176	(6)(15)
416 Dividend Drive Peachtree City, GA 30269		Second Lien Term Loan, LIBOR+8.00% cash due 6/18/2027				12.38%		528		480		483	(6)
										35,398		36,659


Kings Buyer, LLC 4 High Ridge Park, Suite 202 Stamford, CT 06905	Environmental & Facilities Services
	Environmental & Facilities Services	First Lien Term Loan, LIBOR+6.50% cash due 10/29/2027				11.23%		13,589		13,453		13,153	(6)(15)
		First Lien Revolver, LIBOR+6.50% cash due 10/29/2027				11.75%		659		640		599	(6)(15)(19)
										14,093		13,752


Latam Airlines Group S.A.	Airlines
Presidente Riesco 5711, 20th floor Las Condes Santiago, Chile		First Lien Term Loan, SOFR+9.50% cash due 11/3/2027				13.99%		26,205		24,034		25,864	(6)(11)
										24,034		25,864



Lift Brands Holdings, Inc.	Leisure Facilities
7 Times Square, Suite 4307 New York, NY 10036		2,000,000 Class A Common Units in Snap Investments, LLC		2.02%						1,399		—	(15)
7 Times Square, Suite 4307 New York, NY 10036										1,399		—


Lightbox Intermediate, L.P.	Real Estate Services
780 Third Avenue New York, NY 10017		First Lien Term Loan, LIBOR+5.00% cash due 5/9/2026				9.73%		36,913		36,233		35,621	(6)(15)
780 Third Avenue New York, NY 10017										36,233		35,621


Liquid Environmental Solutions Corporation	Environmental & Facilities Services
7651 Esters Boulevard Suite 200 Irving, TX 75063		Second Lien Term Loan, LIBOR+8.50% cash due 11/30/2026				12.88%		4,357		4,289		4,215	(6)(15)
7651 Esters Boulevard Suite 200 Irving, TX 75063		Second Lien Delayed Draw Term Loan, LIBOR+8.50% cash due 11/30/2026				12.94%		2,370		2,323		2,257	(6)(15)(19)

		450.75 Class A2 Units in LES Group Holdings, L.P.								451		451	(15)
										7,063		6,923


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

LSL Holdco, LLC 3100 Olympus Boulevard, Suite 100 Dallas, TX 75019	Health Care Distributors
	Health Care Distributors	First Lien Term Loan, LIBOR+6.00% cash due 1/31/2028			10.38%		21,315		20,839		20,089	(6)(15)
		First Lien Revolver, LIBOR+6.00% cash due 1/31/2028			10.38%		2,137		2,101		2,014	(6)(15)
									22,940		22,103


LTI Holdings, Inc. 600 S Mcclure Road Modesto, CA 95357	Electronic Components
LTI Holdings, Inc. 600 S Mcclure Road Modesto, CA 95357	Electronic Components	Second Lien Term Loan, LIBOR+6.75% cash due 9/6/2026			11.13%		2,140		2,095		1,712	(6)
									2,095		1,712


Marinus Pharmaceuticals, Inc.	Pharmaceuticals
5 Radnor Corporate Center, 100 Matsonford Road, Suite 500		First Lien Term Loan, 11.50% cash due 5/11/2026					17,203		16,972		16,573	(11)(15)
Radnor, PA 19087		First Lien Delayed Draw Term Loan, 11.50% cash due 5/11/2026					—		—		—	(11)(15)(19)
									16,972		16,573


Mesoblast, Inc.	Biotechnology
55 Collins Street, Level 38 Melbourne 3000 Australia		First Lien Term Loan, 8.00% cash 1.75% PIK due 11/19/2026					7,247		6,717		6,474	(11)(15)
		First Lien Delayed Draw Term Loan, 8.00% cash 1.75% PIK due 11/19/2026					—		1		—	(11)(15)(19)
		209,588 Warrant Shares (exercise price $7.26) expiration date 11/19/2028							480		222	(11)(15)
		53,887 Warrant Shares (exercise price $3.70) expiration 11/19/2028							—		81	(11)(15)
									7,198		6,777


MHE Intermediate Holdings, LLC 3201 Levis Commons Boulevard, Suite 323 Perrysburg, OH 43551	Diversified Support Services
		First Lien Term Loan, SOFR+6.00% cash due 7/21/2027			9.50%		18,344		18,057		17,678	(6)(15)
		First Lien Revolver, SOFR+6.00% cash due 7/21/2027			10.94%		200		178		148	(6)(15)(19)
								18,235		17,826


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate			Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)			Fair Value ($ in thousands)			Notes

Mindbody, Inc.	Internet Services & Infrastructure
4051 Broad Street, Suite 220 San Luis Obispo, CA 93401	Internet Services & Infrastructure	First Lien Term Loan, LIBOR+7.00% cash due 2/14/2025			11.72	%		45,487		44,616			44,486		(6)(15)
4051 Broad Street, Suite 220 San Luis Obispo, CA 93401		First Lien Revolver, LIBOR+8.00% cash due 2/14/2025						—		(48	)		(88	)	(6)(15)(19)
									44,568			44,398


Mosaic Companies, LLC	Home Improvement Retail
1530 NW 98^th Court, Suite 101 Doral, FL 33172		First Lien Term Loan, LIBOR+6.75% cash due 7/2/2026			10.93	%		45,907		45,266			45,127		(6)(15)
1530 NW 98^th Court, Suite 101 Doral, FL 33172										45,266			45,127


MRI Software LLC 28925 Fountain Parkway Solon, OH 44139	Application Software
	Application Software	First Lien Term Loan, LIBOR+5.50% cash due 2/10/2026			10.23	%		25,768		25,392			24,833		(6)(15)
		First Lien Delayed Draw Term Loan, LIBOR+5.50% cash due 2/10/2026						—		(11	)		(95	)	(6)(15)(19)
		First Lien Revolver, LIBOR+5.50% cash due 2/10/2026						—		(13	)		(65	)	(6)(15)(19)
									25,368			24,673


Navisite, LLC 400 Minuteman Road Andover, MA 01810	Data Processing & Outsourced Services
Navisite, LLC 400 Minuteman Road Andover, MA 01810	Data Processing & Outsourced Services	Second Lien Term Loan, LIBOR+8.50% cash due 12/30/2026			13.23	%		22,560		22,260			21,545		(6)(15)
										22,260			21,545


NeuAG, LLC	Fertilizers & Agricultural Chemicals
7 Switchbud Place, Suite 192 PMB 226 The Woodlands, TX 77380	Fertilizers & Agricultural Chemicals	First Lien Term Loan, LIBOR+10.50% cash due 9/11/2024			15.23	%		50,276		49,271			52,292		(6)(15)
										49,271			52,292


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate			Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)			Fair Value ($ in thousands)		Notes

NFP Corp. 340 Madison Avenue, 20th Floor New York, NY 10173	Other Diversified Financial Services
	Other Diversified Financial Services	Fixed Rate Bond 6.875% cash due 8/15/2028						10,191		9,787			8,423
										9,787			8,423


NN, Inc. 6210 Ardrey Kell Road, Suite 600 Charlotte, NC 28277	Industrial Machinery
	Industrial Machinery	First Lien Term Loan, LIBOR+6.88% cash due 9/19/2026			11.26	%		58,564		57,577			55,958	(6)(11)(15)
										57,577			55,958


OCP EURO CLO 2022-6	Multi-Sector Holdings
3rd Floor Kilmore House Park Lane Spencer Dock Dublin D01 YE64 Ireland		Class D Notes, EURIBOR+6.06% cash due 1/20/2033			8.05	%	€	2,500		2,503			2,576	(6)(11)
		Class E Notes, EURIBOR+6.87% cash due 1/20/2033			8.86	%	€	3,000		2,677			2,728	(6)(11)
										5,180			5,304



OEConnection LLC 4205 Highlander Parkway Richfield, OH 44286	Application Software
	Application Software	First Lien Term Loan, SOFR+4.00% cash due 9/25/2026			8.42	%		3,315		3,165			3,167	(6)
		Second Lien Term Loan, SOFR+7.00% cash due 9/25/2027			11.42	%		7,519		7,396			7,221	(6)(15)
									10,561			10,388


OTG Management, LLC	Airport Services
352 Park Avenue S, 10th Floor New York, NY 10010		First Lien Term Loan, LIBOR+2.00% cash 8.00% PIK due 9/1/2025			6.76	%		21,993		21,728			21,993	(6)(15)
352 Park Avenue S, 10th Floor New York, NY 10010		First Lien Delayed Draw Term Loan, LIBOR+2.00% cash 8.00% PIK due 9/1/2025						—		(30	)		—	(6)(15)(19)
									21,698			21,993


P & L Development, LLC 780 Third Avenue New York, NY 10017	Pharmaceuticals
		Fixed Rate Bond, 7.75% cash due 11/15/2025						7,776		7,817			6,318
										7,817			6,318


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*			Cash Interest Rate			Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)			Fair Value ($ in thousands)			Notes
Park Place Technologies, LLC	Internet Services & Infrastructure
5910 Landerbrook Drive Cleveland, OH 44124		First Lien Term Loan, SOFR+5.00% cash due 11/10/2027					9.42	%		4,838		4,703			4,575		(6)
5910 Landerbrook Drive Cleveland, OH 44124												4,703			4,575


Performance Health Holdings, Inc.	Health Care Distributors
1245 Home Avenue Akron, OH 44310		First Lien Term Loan, LIBOR+6.00% cash due 7/12/2027					10.73	%		17,976		17,705			17,537		(6)(15)
1245 Home Avenue Akron, OH 44310												17,705			17,537


PFNY Holdings, LLC	Leisure Facilities
320 Yonkers Avenue Yonkers, NY 10701		First Lien Term Loan, LIBOR+7.00% cash due 12/31/2026					10.74	%		26,088		25,674			25,632		(6)(15)
320 Yonkers Avenue Yonkers, NY 10701		First Lien Delayed Draw Term Loan, LIBOR+7.00% cash due 12/31/2026					10.74	%		2,228		2,188			2,184		(6)(15)(19)
		First Lien Revolver, LIBOR+7.00% cash due 12/31/2026					11.76	%		1,252		1,232			1,230		(6)(15)
											29,094			29,046

Planview Parent, Inc.	Application Software
12301 Research Boulevard, Suite 101 Austin, TX 78759		Second Lien Term Loan, LIBOR+7.25% cash due 12/18/2028					11.98	%		28,627		28,198			25,693		(6)(15)
												28,198			25,693

Pluralsight, LLC	Application Software
42 Future Way Draper, UT 84020		First Lien Term Loan, LIBOR+8.00% cash due 4/6/2027					11.83	%		48,689		47,993			47,471		(6)(15)
42 Future Way Draper, UT 84020		First Lien Revolver, LIBOR+8.00% cash due 4/6/2027					12.36	%		1,766		1,716			1,678		(6)(15)(19)
											49,709			49,149

PRGX Global, Inc.	Data Processing &
600 Galleria Parkway, Suite 100 Atlanta, GA 30339	Outsourced Services	First Lien Term Loan, LIBOR+6.75% cash due 3/3/2026					11.50	%		31,186		30,466			30,578		(6)(15)
600 Galleria Parkway, Suite 100 Atlanta, GA 30339		First Lien Revolver, LIBOR+6.75% cash due 3/3/2026								—		(31	)		(49	)	(6)(15)(19)
		80,515 Class B Common Units		0.09	%							79			121		(15)
											30,514			30,650


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate			Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)			Fair Value ($ in thousands)			Notes
Profrac Holdings II, LLC	Industrial Machinery
333 Shops Boulevard Willow Park, TX 76087		First Lien Term Loan, SOFR+7.25% cash due 3/4/2025			11.10	%		22,984		22,496			22,432		(6)(15)
										22,496			22,432

Project Boost Purchaser, LLC	Application Software
Unit 5, Priors Way Maidenhead, Berkshire SL6 2HP United Kingdom		Second Lien Term Loan, LIBOR+8.00% cash due 5/31/2027			12.38	%		5,250		5,173			4,955		(6)(15)
										5,173			4,955

Quantum Bidco Limited	Food Distributors
12 St. James’s Square London, SW1Y 4LB England		First Lien Term Loan, SONIA+6.00% cash due 1/29/2028			9.63	%	£	3,501		4,655			3,599		(6)(11)(15)
										4,655			3,599

QuorumLabs, Inc.	Application Software
2890 Zanker Road, Suite 102 San Jose, CA 95134		64,887,669 Junior-2 Preferred Stock								375			—		(15)
										375			—


Radiology Partners Inc.	Health Care Distributors
2330 Utah Avenue, Suite 200 El Segundo, CA 90245		First Lien Term Loan, LIBOR+4.25% cash due 7/9/2025			8.64	%		3,400		3,221			2,870		(6)
		Fixed Rate Bond, 9.25% cash due 2/1/2028						4,755		4,721			2,677
									7,942			5,547

Relativity ODA LLC	Application Software
231 South LaSalle Street, 8th Floor Chicago, IL 60604		First Lien Term Loan, LIBOR+7.50% PIK due 5/12/2027						25,405		25,002			24,846		(6)(15)
231 South LaSalle Street, 8th Floor Chicago, IL 60604		First Lien Revolver, LIBOR+6.50% cash due 5/12/2027						—		(40	)		(47	)	(6)(15)(19)
									24,962			24,799


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate			Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)			Fair Value ($ in thousands)			Notes
Renaissance Holding Corp.	Diversified Banks
24301 Walden Center Drive Bonita Springs, FL 34134		Second Lien Term Loan, LIBOR+7.00% cash due 5/29/2026			11.38	%		3,542		3,515			3,315		(6)
										3,515			3,315

RumbleOn, Inc.	Automotive Retail
901 W. Walnut Hill Lane Irving, TX 75038		First Lien Term Loan, LIBOR+8.25% cash due 8/31/2026			12.98	%		36,092		34,407			34,540		(6)(11)(15)
901 W. Walnut Hill Lane Irving, TX 75038		First Lien Delayed Draw Term Loan, LIBOR+8.25% cash due 8/31/2026			12.98	%		10,920		10,185			10,243		(6)(11)(15)(19)
		164,660 Class B Common Stock Warrants (exercise price $31.50) expiration date 7/25/2023								1,202			—		(11)(15)
									45,794			44,783

Salus Workers’ Compensation, LLC	Other Diversified Financial Services
1033 Demonbreun St Suite 300 Nashville, TN 37203		First Lien Term Loan, SOFR+10.00% cash due 10/7/2026			14.32	%		27,848		26,787			26,804		(6)(15)
		First Lien Revolver, SOFR+10.00% cash due 10/7/2026			14.32	%		931		812			814		(6)(15)(19)
		991,019 Common Stock Warrants (exercise price $4.83) expiration date 10/7/2032								327			307		(15)
									27,926			27,925

SCP Eye Care Services, LLC	Health Care Services
5775 Glenridge Drive, Building B, Suite 500 Atlanta, GA 30328		Second Lien Term Loan, SOFR+8.75% cash due 10/7/2030			12.52	%		8,010		7,777			7,778		(6)(15)
		Second Lien Delayed Draw Term Loan, SOFR+8.75% cash due 10/7/2030						—		(35	)		(68	)	(6)(15)(19)
		1,037 Units in Eyesouth Co-Investor FT Aggregator LLC	0.21%							1,037			1,113		(15)
									8,779			8,823


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate			Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes
scPharmaceuticals Inc.	Pharmaceuticals
2400 District Avenue, Suite 310 Burlington, MA 01803		First Lien Term Loan, SOFR+8.75% cash due 10/13/2027			11.75	%		5,212		4,945		4,957	(6)(15)
2400 District Avenue, Suite 310 Burlington, MA 01803		First Lien Delayed Draw Term Loan, SOFR+8.75% cash due 10/13/2027						—		—		—	(6)(15)(19)
		53,700 Common Stock Warrants (exercise price $5.40) expiration date 10/12/2029								175		262	(15)
									5,120		5,219

ShareThis, Inc.	Application Software
4005 Miranda Avenue, Suite 100 Palo Alto, CA 94304	Application Software	345,452 Series C Preferred Stock Warrants (exercise price $3.0395) expiration date 3/4/2024								367		—	(15)
4005 Miranda Avenue, Suite 100 Palo Alto, CA 94304										367		—

SiO2 Medical Products, Inc.	Metal & Glass Containers
2250 Riley Street Auburn, AL 36832		First Lien Term Loan, 5.50% cash 8.50% PIK due 12/21/2026						47,112		46,447		44,520	(15)
2250 Riley Street Auburn, AL 36832		415.34 Common Stock Warrants (exercise price $4,920.75) expiration date 7/31/2028								681		243	(15)
									47,128		44,763

SM Wellness Holdings, Inc.	Health Care Services
15601 Dallas Parkway, Suite 300 Addison, TX 75001		First Lien Term Loan, LIBOR+4.75% cash due 4/17/2028			9.42	%		3,395		2,784		2,767	(6)(15)
15601 Dallas Parkway, Suite 300 Addison, TX 75001		Second Lien Term Loan, LIBOR+8.00% cash due 4/16/2029			12.67	%		9,109		8,972		6,604	(6)(15)
									11,756		9,371


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*		Cash Interest Rate			Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes
SonicWall US Holdings Inc.	Technology Distributors
1033 McCarthy Boulevard Milpitas, CA 95035		Second Lien Term Loan, LIBOR+7.50% cash due 5/18/2026				12.20	%		3,195		3,163		2,971	(6)(15)
1033 McCarthy Boulevard Milpitas, CA 95035											3,163		2,971

Sorrento Therapeutics, Inc.	Biotechnology
4955 Directors Place San Diego CA 92121		50,000 Common Stock Units		0.01%							197		44	(11)
											197		44

Spanx, LLC	Apparel Retail
3035 Peachtree Road NE Atlanta, GA 30305		First Lien Term Loan, LIBOR+5.25% cash due 11/20/2028				9.64	%		4,523		4,447		4,415	(6)(15)
3035 Peachtree Road NE Atlanta, GA 30305		First Lien Revolver, LIBOR+5.25% cash due 11/18/2027				9.29	%		330		280		260	(6)(15)(19)
										4,727		4,675

SPX Flow, Inc.	Industrial Machinery
13320 Ballantyne Corporate Place Charlotte, NC 28277	Industrial Machinery	First Lien Term Loan, SOFR+4.50% cash due 4/5/2029				8.92	%		1,496		1,410		1,401	(6)
13320 Ballantyne Corporate Place Charlotte, NC 28277											1,410		1,401

SumUp Holdings Luxembourg S.À.R.L.	Other Diversified Financial Services
Rue Michel Rodange 20 2430 Luxembourg Luxembourg	Other Diversified Financial Services	First Lien Term Loan, EURIBOR+8.50% cash due 3/10/2026				10.49	%	€	16,911		19,415		17,732	(6)(11)(15)
											19,415		17,732


Sunland Asphalt & Construction, LLC	Construction & Engineering
1625 E Northern Avenue Phoenix, AZ 85020		First Lien Term Loan, LIBOR+6.00% cash due 1/13/2026				11.15	%		42,510		41,624		41,702	(6)(15)
1625 E Northern Avenue Phoenix, AZ 85020											41,624		41,702

Superior Industries International, Inc.	Auto Parts & Equipment
26600 Telegraph Road, Suite 400 Southfield, MI 48033		First Lien Term Loan, SOFR+8.00% cash due 12/16/2028				12.32	%		39,774		38,591		38,581	(6)(15)
26600 Telegraph Road, Suite 400 Southfield, MI 48033										38,591		38,581

Supermoose Borrower, LLC	Application Software
9477 Waples Street, Suite 100 San Diego, CA 92121		First Lien Term Loan, LIBOR+3.75% cash due 8/29/2025				8.48	%		3,457		3,162		2,994	(6)
9477 Waples Street, Suite 100 San Diego, CA 92121											3,162		2,994


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*		Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

SVP-Singer Holdings Inc.	Home Furnishings
1224 Heil Quaker Boulevard La Vergne, TN, 37086		First Lien Term Loan, LIBOR+6.75% cash due 7/28/2028				11.48%		20,714		19,554		17,917	(6)(15)
										19,554		17,917


Swordfish Merger Sub LLC 6800 East 163rd Street Belton, MO 64012	Auto Parts & Equipment
		Second Lien Term Loan, LIBOR+6.75% cash due 2/2/2026				11.14%		12,500		12,476		11,434	(6)(15)
										12,476		11,434


Tacala, LLC	Restaurants
3750 Corporate Woods Drive Vestavia Hills, AL 35242		Second Lien Term Loan, LIBOR+7.50% cash due 2/4/2028				11.88%		9,448		9,343		8,610	(6)
										9,343		8,610


Tahoe Bidco B.V. 800 Bridge Parkway, Suite 200 Redwood City, CA 94065	Application
	Software	First Lien Term Loan, LIBOR+6.00% cash due 9/29/2028				10.29%		23,215		22,833		22,866	(6)(11)(15)
		First Lien Revolver, LIBOR+6.00% cash due 10/1/2027						—		(28)		(26)	(6)(11)(15)(19)
										22,805		22,840


Tecta America Corp. 9450 W. Bryn Mawr Avenue, Suite 500 Rosemont, IL 60018	Construction &
	Engineering	Second Lien Term Loan, SOFR+8.50% cash due 4/9/2029				12.94%		5,203		5,125		4,982	(6)(15)
										5,125		4,982

Telestream Holdings Corporation	Application Software
1209 Orange Street Corporation Trust Center Wilmington, DE 19801		First Lien Term Loan, SOFR+9.75% cash due 10/15/2025				13.67%		18,276		17,941		17,765	(6)(15)
		First Lien Revolver, SOFR+9.75% cash due 10/15/2025				13.67%		1,231		1,212		1,182	(6)(15)(19)
										19,153		18,947


TerSera Therapeutics LLC 150 North Field Drive Two Conway Park, Suite 195 Lake Forest, IL 60045	Pharmaceuticals
		Second Lien Term Loan, LIBOR+9.50% cash due 3/30/2026				13.88%		29,663		29,375		29,057	(6)(15)
		668,879 Common Units of TerSera Holdings LLC		0.77%						2,028		4,662	(15)
										31,403		33,719


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*	Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes

TGNR HoldCo LLC 811 Main Street, Suite 1500 Houston, TX 77002	Integrated Oil &
	Gas	Subordinated Debt, 11.50% cash due 5/14/2026					4,984		4,873		4,847	(10)(11)(15)
									4,873		4,847


Thrasio, LLC 85 Walpole Street Walpole, MA 02081	Internet & Direct
	Marketing Retail	First Lien Term Loan, LIBOR+7.00% cash due 12/18/2026			11.17%		37,399		36,532		34,126	(6)(15)
		8,434 Shares of Series C-3 Preferred Stock in Thrasio Holdings, Inc.							101		71	(15)
		284,650.32 Shares of Series C-2 Preferred Stock in Thrasio Holdings, Inc.							2,409		1,882	(15)
		48,352 Shares of Series D Preferred Stock in Thrasio Holdings, Inc.							979		852	(15)
		25,780 Shares of Series X Preferred Stock in Thrasio Holdings, Inc.							25,564		29,070	(15)
									65,585		66,001


TIBCO Software Inc.	Application Software
3301 Hillview Avenue Palo Alto, CA 94304	Application Software	First Lien Term Loan, SOFR+4.50% cash due 3/20/2029			9.18%		12,032		10,986		10,775	(6)
3301 Hillview Avenue Palo Alto, CA 94304									10,986		10,775


Touchstone Acquisition, Inc.	Health Care Supplies
5949 Commerce Boulevard Morristown, TN 37814		First Lien Term Loan, LIBOR+6.00% cash due 12/29/2028			10.38%		6,001		5,897		5,866	(6)(15)
5949 Commerce Boulevard Morristown, TN 37814									5,897		5,866


Trinitas CLO XV	Multi-Sector
300 Crescent Ct #200 Dallas, TX 75201	Holdings	Class E Notes, LIBOR+7.45% cash due 4/22/2034			11.77%		1,000		810		846	(6)(11)
300 Crescent Ct #200 Dallas, TX 75201
									810		846


Uniti Group LP	Specialized REITs
10802 Executive Center Drive Benton Building, Suite 300 Little Rock, AR 72211		Fixed Rate Bond, 6.50% cash due 2/15/2029					4,500		4,074		2,990	(11)
		Fixed Rate Bond, 4.75% cash due 4/15/2028					300		260		240	(11)
									4,334		3,230


Name and Address of Portfolio Company (1)(2)(3)(4)(5)	Principal Business	Title of Securities Held by OCSL	Percentage of Ownership Interest*		Cash Interest Rate		Principal ($ in thousands unless otherwise indicated) (7)		Cost ($ in thousands)		Fair Value ($ in thousands)		Notes
Win Brands Group LLC 675 Hudson Street, Suite 3S New York, NY 10014	Housewares & Specialties
	Housewares & Specialties	First Lien Term Loan, LIBOR+15.00% cash due 1/22/2026				20.75%		2,238		2,217		2,137	(6)(15)
		3,621 Class F Warrants in Brand Value Growth LLC (exercise price $0.01) expiration date 1/25/2027								—		128	(15)
										2,217		2,265

Windstream Services II, LLC	Integrated Telecommunication Services
4001 Rodney Parham Road Little Rock, AR 72212	Integrated Telecommunication Services	First Lien Term Loan, SOFR+6.25% cash due 9/21/2027				10.67%		25,432		24,612		23,131	(6)
4001 Rodney Parham Road Little Rock, AR 72212		18,032 Shares of Common Stock in Windstream Holdings II, LLC		0.42%						216		279	(15)
		109,420 Warrants in Windstream Holdings II, LLC								1,842		1,695	(15)
										26,670		25,105

WP CPP Holdings, LLC	Aerospace & Defense
1621 Euclid Avenue, Suite 1850 Cleveland, OH 44115	Aerospace & Defense	First Lien Term Loan, LIBOR+3.75% cash due 4/30/2025				8.17%		7,545		7,029		6,598	(6)
1621 Euclid Avenue, Suite 1850 Cleveland, OH 44115		Second Lien Term Loan, LIBOR+7.75% cash due 4/30/2026				12.17%		6,000		5,866		5,055	(6)(15)
										12,895		11,653

WPEngine, Inc.	Application Software
504 Lavaca Street, Suite 1000 Austin, TX 78701	Application Software	First Lien Term Loan, LIBOR+6.00% cash due 3/27/2026				10.19%		40,536		39,991		40,131	(6)(15)
504 Lavaca Street, Suite 1000 Austin, TX 78701										39,991		40,131

WWEX Uni Topco Holdings, LLC	Air Freight & Logistics
2323 Victory Avenue, Suite 1600 Dallas, TX 75219	Air Freight & Logistics	Second Lien Term Loan, LIBOR+7.00% cash due 7/26/2029				11.73%		5,000		4,925		4,191	(6)(15)
2323 Victory Avenue, Suite 1600 Dallas, TX 75219										4,925		4,191

Zayo Group Holdings, Inc.	Alternative Carriers
1821 30th Street, Unit A Boulder, CO 80301		Fixed Rate Bond, 4.00% cash due 3/1/2027						250		214		185
										214		185

Zep Inc.	Specialty Chemicals
3330 Cumberland Boulevard, Suite 700 Atlanta, GA 30339		Second Lien Term Loan, LIBOR+8.25% cash due 8/11/2025				12.98%		19,578		19,545		13,704	(6)(15)
3330 Cumberland Boulevard, Suite 700 Atlanta, GA 30339										19,545		13,704

Zephyr Bidco Limited	Specialized Finance
65 Grosvenor Street London, W1K3JH United Kingdom		Second Lien Term Loan, SONIA+7.50% cash due 7/23/2026				10.96%	£	18,000		23,839		16,369	(6)(11)(15)
65 Grosvenor Street London, W1K3JH United Kingdom										23,839		16,369

*	Percentage of class held refers only to equity held, if any. Calculated on a fully diluted basis.

(1)	All debt investments are income producing unless otherwise noted. All equity investments are non-income producing unless otherwise noted.

(2)	See Note 3 in the notes to the Consolidated Financial Statements in our Quarterly Report on Form 10-Q (File No. 814-00755) for the three months ended December 31, 2022 for portfolio composition by geographic region.

(3)	Equity ownership may be held in shares or units of companies related to the portfolio companies.

(4)

Interest rates may be adjusted from period to period on certain term loans and revolvers. These rate adjustments may be either temporary in nature due to tier pricing arrangements or financial or payment covenant violations in the original credit agreements or permanent in nature per loan amendment or waiver documents.

(5)	Each of our investments is pledged as collateral under one or more of its credit facilities. A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.

(6)

The interest rate on the principal balance outstanding for most of the floating rate loans is indexed to the London Interbank Offered Rate (“LIBOR”) and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower’s option. Certain loans may also be indexed to the secured overnight financing rate (“SOFR”) or the sterling overnight index average (“SONIA”). The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, we have provided the applicable margin over the reference rate based on each respective credit agreement and the cash interest rate as of period end. All LIBOR shown above is in U.S. dollars unless otherwise noted. As of December 31, 2022, the reference rates for our variable rate loans were the 30-day LIBOR at 4.38%, the 90-day LIBOR at 4.73%, the 180-day LIBOR at 5.15%, the PRIME at 7.50%, the 30-day SOFR at 4.32%, the 90-day SOFR at 4.58%, the 180-day SOFR at 4.79%, the SONIA at 3.43%, the 30-day EURIBOR at 1.90%, the 90-day EURIBOR at 1.99% and the 180-day EURIBOR at 0.38%. Most loans include an interest floor, which generally ranges from 0% to 2%. SOFR and SONIA based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread.

(7)	Principal includes accumulated payment in kind (“PIK”) interest and is net of repayments, if any. “£” signifies the investment is denominated in British Pounds. “€” signifies the investment is denominated in Euros. All other investments are denominated in U.S. dollars.

(8)	Control Investments generally are defined by the Investment Company Act as investments in companies in which we own more than 25% of the voting securities or maintains greater than 50% of the board representation.

(9)

As defined in the Investment Company Act, we are deemed to be both an “Affiliated Person” of and to “Control” these portfolio companies as we own more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). See Schedule 12-14 in the notes to the Consolidated Financial Statements in our Quarterly Report on Form 10-Q (File No. 814-00755) for the three months ended December 31, 2022 for transactions during the three months ended December 31, 2022 in which the issuer was both an Affiliated Person and a portfolio company that we are deemed to control.

(10)	This investment represents a participation interest in the underlying securities shown.

(11)

Investment is not a “qualifying asset” as defined under Section 55(a) of the Investment Company Act. Under the Investment Company Act, we may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets. As of December 31, 2022, qualifying assets represented 73.8% of our total assets and non-qualifying assets represented 26.2% of our total assets.

(12)	Income producing through payment of dividends or distributions.

(13)

One half of the Seller Earn Out Shares will vest if, at any time through June 16, 2027, the Alvotech SA common share price is at or above a volume weighted average price (“VWAP”) of $15.00 per share for any ten trading days within any twenty trading day period, and the other half will vest, if at any time during such period, the common share price is at or above a VWAP of $20.00 per share for any ten trading days within any twenty trading day period.

(14)	See Note 3 in the notes to the Consolidated Financial Statements in our Quarterly Report on Form 10-Q (File No. 814-00755) for the three months ended December 31, 2022 for portfolio composition.

(15)	As of December 31, 2022, these investments were categorized as Level 3 within the fair value hierarchy established by Financial Accounting Standards Board guidance under Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820”).

(16)	This investment was valued using net asset value as a practical expedient for fair value. Consistent with ASC 820, these investments are excluded from the hierarchical levels.

(17)	Affiliate Investments generally are defined by the Investment Company Act as investments in companies in which we own between 5% and 25% of the voting securities.

(18)	Non-Control/Non-Affiliate Investments are investments that are neither Control Investments nor Affiliate Investments.

(19)	Investment had undrawn commitments. Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis. A negative fair value may result from the unfunded commitment being valued below par.

MANAGEMENT

The information contained under the caption “Management of OCSL” of our joint proxy statement/prospectus, filed on November 30, 2022, is incorporated by reference herein.

PORTFOLIO MANAGEMENT

Armen Panossian is our portfolio manager and is primarily responsible for the day-to-day management of our portfolio. As of September 30, 2022, Mr. Panossian also managed registered investment companies, other pooled investment vehicles (including two additional Business Development Companies) and other accounts, as indicated below. The following table identifies, as of September 30, 2022: (i) the number of registered investment companies, other pooled investment vehicles and other accounts managed by Mr. Panossian; (ii) the total assets of such companies, vehicles and accounts; and (iii) the number and total assets of such companies, vehicles and accounts that are subject to an advisory fee based on performance.


Type of Account	Number of Accounts		Assets of Accounts (in billions)		Number of Accounts Subject to a performance Fee		Assets Subject to a performance Fee (in billions)
Registered investment companies		2	$	0.9		2	$	0.9
Other pooled investment vehicles:		6	$	1.9		6	$	1.9
Other accounts		16	$	3.9		10	$	2.4

The table above does not give effect to our acquisition of OSI2, which closed on January 23, 2023. In addition to the accounts and assets listed in the table above, Mr. Panossian is Head of Oaktree’s Performing Credit organization and, in such capacity, oversees the management of approximately $41.4 billion of additional assets under management as of September 30, 2022.

Mr. Panossian is not employed by us and does not receive any direct compensation from us or from the previously listed accounts for serving in such capacity. Mr. Panossian is paid by OCM and compensation includes a base salary, deferred equity or other deferred compensation and discretionary bonuses and variable incentive compensation based primarily on past performance, services provided and expected future contributions.

The table below shows the dollar range of shares of our common stock beneficially owned by Mr. Panossian as of September 30, 2022:


Name of Portfolio Manager	Dollar Range of Equity Securities⁽¹⁾⁽²⁾
Armen Panossian	$	100,001—$5,00,000

(1)	Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.

(2)	The dollar range of equity securities beneficially owned are: none, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, $100,001 – $500,000, $500,001 – $1,000,000, or over $1,000,000.

DIVIDEND REINVESTMENT PLAN

We have adopted a dividend reinvestment plan that provides for reinvestment of our distributions on behalf of our stockholders, unless a stockholder elects to receive cash as provided below. As a result, if our Board of Directors authorizes, and we declare, a cash distribution, then our stockholders who have not “opted out” of our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock, rather than receiving the cash distributions.

No action will be required on the part of a registered stockholder to have their cash distributions reinvested in shares of our common stock. A registered stockholder may elect to receive an entire distribution in cash by notifying American Stock Transfer & Trust Company, LLC, the plan administrator and our transfer agent and registrar, in writing so that such notice is received by the plan administrator no later than three days prior to the dividend payment date for distributions to stockholders. The plan administrator will set up an account for shares acquired through the plan for each stockholder who has not elected to receive distributions in cash and hold such shares in non-certificated form. Upon request by a stockholder participating in the plan, received in writing not less than three days prior to the dividend payment date, the plan administrator will, instead of crediting shares to the participant’s account, issue a certificate registered in the participant’s name for the number of whole shares of our common stock and a check for any fractional share. Those stockholders whose shares are held by a broker or other financial intermediary may receive distributions in cash by notifying their broker or other financial intermediary of their election. If the stockholder request is received less than three days prior to the dividend payment date then that dividend will be reinvested. However, all subsequent dividends will be paid out in cash on all balances.

We intend to use newly issued shares to implement the plan when our shares are trading at or above net asset value. Under such circumstances, the number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the distribution payable to such stockholder by the greater of (a) the net asset value per share of our common stock, and (b) 95% of the market price per share of our common stock at the close of trading on the payment date fixed by our Board of Directors for such distribution. Market price per share on that date will be the closing price for such shares on the Nasdaq Global Select Market or, if no sale is reported for such day, at the average of their reported bid and asked prices. We reserve the right to purchase shares in the open market in connection with our implementation of the plan if either (1) the price at which newly-issued shares are to be credited does not exceed 110% of the last determined net asset value of the shares; or (2) we have advised the plan administrator that since such net asset value was last determined, we have become aware of events that indicate the possibility of a material change in the per share net asset value as a result of which the net asset value of the shares on the payment date might be higher than the price at which the plan administrator would credit newly-issued shares to stockholders. Shares purchased in open market transactions by the plan administrator will be allocated to a stockholder based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market.

There will be no brokerage charges or other charges for dividend reinvestment to stockholders who participate in the plan. We will pay the plan administrator’s fees under the plan. If a participant elects by written notice to the plan administrator to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.10 per share brokerage commission from the proceeds.

Stockholders who receive distributions in the form of stock generally are subject to the same federal, state and local tax consequences as are stockholders who elect to receive their distributions in cash; however, since their cash dividends will be reinvested, such stockholders will not receive cash with which to pay any applicable taxes on reinvested dividends. A stockholder’s basis for determining gain or loss upon the sale of stock received in a distribution from us will be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received in a distribution will have a holding period for tax purposes commencing on the day following the day on which the shares are credited to the stockholder’s account.

Participants may terminate their accounts under the plan by notifying the plan administrator via its website at www.amstock.com, by filling out the transaction request form located at the bottom of their statement and sending it to the plan administrator at P.O. Box 922, Wall Street Station, New York, New York, 10269-0560, or by calling the plan administrators at 1-866-665-2281.

We may terminate the plan upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any distribution by us. All correspondence concerning the plan should be directed to the plan administrator by mail at P.O. Box 922, Wall Street Station, New York, New York, 10269-0560, or by telephone at 1-866-665-2281.

DESCRIPTION OF OUR CAPITAL STOCK

The following description summarizes material provisions of the Delaware General Corporation Law and our restated certificate of incorporation, as amended and corrected, or our certificate of incorporation, and fourth amended and restated bylaws, or our bylaws. This summary is not necessarily complete, and we refer you to the Delaware General Corporation Law and our certificate of incorporation and bylaws for a more detailed description of the provisions summarized below.

Capital Stock

Our authorized capital stock consists of 250,000,000 shares of common stock, par value $0.01 per share, of which 77,079,805 shares were outstanding as of February 6, 2023.

Our common stock is listed on the Nasdaq Global Select Market under the ticker symbol “OCSL.” No stock has been authorized for issuance under any equity compensation plans. Under Delaware law, our stockholders generally will not be personally liable for our debts or obligations.

Set forth below is a chart describing the classes of our securities outstanding as of February 6, 2023:


(1) Title of Class	(2) Amount Authorized		(3) Amount Held by Us or for Our Account		(4) Amount Outstanding Exclusive of Amount Under Column 3
Equity Securities
Common Stock		250,000,000		—		77,079,805
Debt Securities
2025 Notes	$	300,000,000		—	$	300,000,000
2027 Notes	$	350,000,000		—	$	350,000,000

Under the terms of our certificate of incorporation, all shares of our common stock have equal rights as to earnings, assets, dividends and voting and, when they are issued, are duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our common stock if, as and when authorized by our Board of Directors and declared by us out of funds legally available therefore. Shares of our common stock have no preemptive, exchange, conversion or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities. Each share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. The holders of our common stock possess exclusive voting power. There is no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock are able to elect all of our directors, and holders of less than a majority of such shares are unable to elect any director.

Limitation on Liability of Directors and Officers; Indemnification and Advance of Expenses

Under our certificate of incorporation, we will fully indemnify any person who was or is involved in any actual or threatened action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, against expenses (including attorney’s fees), judgments, fines and amounts paid or to be paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. Our certificate of incorporation also provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, except for a breach of their duty of loyalty to us or our stockholders, for acts or omissions not in good

faith or which involve intentional misconduct or a knowing violation of law, or for any transaction from which the director derived an improper personal benefit. So long as we are regulated under the Investment Company Act, the above indemnification and limitation of liability will be limited by the Investment Company Act or by any valid rule, regulation or order of the SEC thereunder. The Investment Company Act provides, among other things, that a company may not indemnify any director or officer against liability to it or its stockholders to which he or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office unless a determination is made by final decision of a court, by vote of a majority of a quorum of directors who are disinterested, non-party directors or by independent legal counsel that the liability for which indemnification is sought did not arise out of the foregoing conduct.

Delaware law also provides that indemnification permitted under the law shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s bylaws, any agreement, a vote of stockholders or otherwise.

Our certificate of incorporation permits us to secure insurance on behalf of any person who is or was or has agreed to become a director or officer or is or was serving at our request as a director or officer of another enterprise for any liability arising out of his or her actions, regardless of whether the Delaware General Corporation Law would permit indemnification. We have obtained liability insurance for our officers and directors.

Delaware Law and Certain Certificate of Incorporation and Bylaw Provisions; Anti-Takeover Measures

We are subject to the provisions of Section 203 of the Delaware General Corporation Law. In general, the statute prohibits a publicly held Delaware corporation from engaging in a “business combination” with “interested stockholders” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes certain mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to exceptions, an “interested stockholder” is a person who, together with his, her or its affiliates and associates, owns, or within three years did own, 15% or more of the corporation’s voting stock.

Our certificate of incorporation and bylaws provide that:

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the Board of Directors be divided into three classes, as nearly equal in size as possible, with staggered three-year terms;

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directors may be removed only for cause by the affirmative vote of the holders of two-thirds of the shares of our capital stock entitled to vote; and

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any vacancy on the Board of Directors, however the vacancy occurs, including a vacancy due to an enlargement of the Board of Directors, may only be filled by vote of the directors then in office.

The classification of our Board of Directors and the limitations on removal of directors and filling of vacancies could have the effect of making it more difficult for a third party to acquire us, or of discouraging a third party from acquiring us.

Our certificate of incorporation and bylaws also provide that:

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any action required or permitted to be taken by the stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before such meeting and may not be taken by written action in lieu of a meeting; and

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special meetings of the stockholders may only be called by our Board of Directors, chairman or chief executive officer.

Our bylaws provide that, in order for any matter to be considered “properly brought” before a meeting, a stockholder must comply with requirements regarding advance notice to us. These provisions could delay until the next stockholders’ meeting stockholder actions which are favored by the holders of a majority of our outstanding voting securities. These provisions may also discourage another person or entity from making a tender offer for our common stock, because such person or entity, even if it acquired a majority of our outstanding voting securities, would be able to take action as a stockholder (such as electing new directors or approving a merger) only at a duly called stockholders meeting, and not by written consent.

The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws requires a greater percentage. Under our certificate of incorporation and bylaws, any amendment or repeal of the bylaws by the stockholders shall require the affirmative vote of the holders of at least 66 2/3% of the shares of our capital stock then outstanding and entitled to vote in the election of directors. The vote of at least 66 2/3% of the shares of our capital stock then outstanding and entitled to vote in the election of directors, voting together as a single class, will not be required to amend or repeal any provision of our certificate of incorporation pertaining to the Board of Directors, limitation of liability, indemnification, stockholder action or amendments to our certificate of incorporation. In addition, our certificate of incorporation permits our Board of Directors to amend or repeal our bylaws by a majority vote.

DESCRIPTION OF OUR DEBT SECURITIES

We may issue debt securities in one or more series. The specific terms of each series of debt securities will be described in the particular prospectus supplement relating to that series. The prospectus supplement may or may not modify the general terms found in this prospectus and will be filed with the SEC. For a complete description of the terms of a particular series of debt securities, you should read both this prospectus and the prospectus supplement relating to that particular series.

As required by federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document called an “indenture.” An indenture is a contract between us and a financial institution acting as trustee on your behalf, and is subject to and governed by the Trust Indenture Act of 1939, as amended. The trustee has two main roles. First, the trustee can enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your behalf, described in the second paragraph under “Events of Default — Remedies if an Event of Default Occurs.” Second, the trustee performs certain administrative duties for us with respect to the debt securities.

This section is a summary of the material provisions of the indenture, including the general terms of our debt securities and your rights as a holder of such securities. Any accompanying prospectus supplement will describe any other material terms of the debt securities being offered thereunder. This section does not describe every aspect of the debt securities and the indenture. We urge you to read the indenture because it, and not this description, defines your rights as a holder of debt securities. A copy of the indenture has been filed as an exhibit to the registration statement of which this prospectus is a part. We will file a supplemental indenture with the SEC in connection with any debt offering, at which time the supplemental indenture would be publicly available. See “Available Information” for information on how to obtain a copy of the indenture.

The prospectus supplement, which will accompany this prospectus, will describe the particular series of debt securities being offered by including:

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the designation or title of the series of debt securities;

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the total principal amount of the series of debt securities;

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the percentage of the principal amount at which the series of debt securities will be offered;

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the date or dates on which principal will be payable;

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the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any;

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the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable;

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whether any interest may be paid by issuing additional securities of the same series in lieu of cash (and the terms upon which any such interest may be paid by issuing additional securities);

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the terms for redemption, extension or early repayment, if any;

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the currencies in which the series of debt securities are issued and payable;

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whether the amount of payments of principal, premium or interest, if any, on a series of debt securities will be determined with reference to an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and how these amounts will be determined;

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the place or places of payment, transfer, conversion and/or exchange of the debt securities;

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the denominations in which the offered debt securities will be issued;

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the provision for any sinking fund;

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any restrictive covenants;

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any Events of Default (as defined below);

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whether the series of debt securities are issuable in certificated form;

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any provisions for defeasance or covenant defeasance;

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any special federal income tax implications, including, if applicable, federal income tax considerations relating to original issue discount, or OID;

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whether and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option);

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any provisions for convertibility or exchangeability of the debt securities into or for any other securities;

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whether the debt securities are subject to subordination and the terms of such subordination;

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whether the debt securities are secured and the terms of any security interests;

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the listing, if any, on a securities exchange; and

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any other terms.

We are permitted to issue debt only in amounts such that our asset coverage, as defined in the Investment Company Act, equals at least 150% after each issuance of debt (subject to certain ongoing disclosure requirements). We may also borrow up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. Unless the prospectus supplement states otherwise, principal (and premium, if any) and interest, if any, will be paid by us in immediately available funds.

General

The indenture provides that any debt securities proposed to be sold under this prospectus and the accompanying prospectus supplement, or offered debt securities, may be issued under the indenture in one or more series.

For purposes of this prospectus, any reference to the payment of principal of or premium or interest, if any, on debt securities will include additional amounts if required by the terms of the debt securities.

The indenture does not limit the amount of debt securities that may be issued thereunder from time to time. Debt securities issued under the indenture, when a single trustee is acting for all debt securities issued under the indenture, are called the “indenture securities”. The indenture also provides that there may be more than one trustee thereunder, each with respect to one or more different series of indenture securities. See “Resignation of Trustee” below. At a time when two or more trustees are acting under the indenture, each with respect to only certain series, the term “indenture securities” means the one or more series of debt securities with respect to which each respective trustee is acting. In the event that there is more than one trustee under the indenture, the powers and trust obligations of each trustee described in this prospectus will extend only to the one or more series of indenture securities for which it is trustee. If two or more trustees are acting under the indenture, then the indenture securities for which each trustee is acting would be treated as if issued under separate indentures.

The indenture does not contain any provisions that give you protection in the event we issue a large amount of debt or we are acquired by another entity.

The holders of our debt securities will not have veto power or a vote in approving any changes to our investment or operational policies.

We refer you to the prospectus supplement for information with respect to any deletions from, modifications of or additions to the Events of Default or our covenants that are described below, including any addition of a covenant or other provision providing event risk protection or similar protection.

We have the ability to issue indenture securities with terms different from those of indenture securities previously issued and, without the consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional indenture securities of that series unless the reopening was restricted when that series was created.

Conversion and Exchange

If any debt securities are convertible into or exchangeable for other securities, the prospectus supplement will explain the terms and conditions of the conversion or exchange, including the conversion price or exchange ratio (or the calculation method), the conversion or exchange period (or how the period will be determined), if conversion or exchange will be mandatory or at the option of the holder or us, provisions for adjusting the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption of the underlying debt securities. These terms may also include provisions under which the number or amount of other securities to be received by the holders of the debt securities upon conversion or exchange would be calculated according to the market price of the other securities as of a time stated in the prospectus supplement.

Issuance of Securities in Registered Form

We may issue the debt securities in registered form, in which case we may issue them either in book-entry form only or in “certificated” form. Debt securities issued in book-entry form will be represented by global securities. We expect that we will usually issue debt securities only in book-entry form represented by global securities.

Book-Entry Holders

We will issue registered debt securities only in book-entry form, unless we specify otherwise in the applicable prospectus supplement. This means debt securities will be represented by one or more global securities registered in the name of a depositary that will hold them on behalf of financial institutions that participate in the depositary’s book-entry system. These participating institutions, in turn, hold beneficial interests in the debt securities held by the depositary or its nominee. These institutions may hold these interests on behalf of themselves or customers.

Under the indenture, only the person in whose name a debt security is registered is recognized as the holder of that debt security. Consequently, for debt securities issued in book-entry form, we will recognize only the depositary as the holder of the debt securities and we will make all payments on the debt securities to the depositary. The depositary will then pass along the payments it receives to its participants, which in turn will pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the debt securities.

As a result, investors will not own debt securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the debt securities are represented by one or more global securities, investors will be indirect holders, and not holders, of the debt securities.

Street Name Holders

In the future, we may issue debt securities in certificated form or terminate a global security. In these cases, investors may choose to hold their debt securities in their own names or in “street name.” Debt securities held in street name are registered in the name of a bank, broker or other financial institution chosen by the investor, and the investor would hold a beneficial interest in those debt securities through the account he or she maintains at that institution.

For debt securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the debt securities are registered as the holders of those debt securities and we will make all payments on those debt securities to them. These institutions will pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold debt securities in street name will be indirect holders, and not holders, of the debt securities.

Legal Holders

Our obligations, as well as the obligations of the applicable trustee and those of any third parties employed by us or the applicable trustee, run only to the legal holders of the debt securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a debt security or has no choice because we are issuing the debt securities only in book-entry form.

For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, if we want to obtain the approval of the holders for any purpose (for example, to amend an indenture or to relieve us of the consequences of a default or of our obligation to comply with a particular provision of an indenture), we would seek the approval only from the holders, and not the indirect holders, of the debt securities. Whether and how the holders contact the indirect holders is up to the holders.

When we refer to you in this “Description of Our Debt Securities,” we mean those who invest in the debt securities being offered by this prospectus (together with the applicable prospectus supplement), whether they are the holders or only indirect holders of those debt securities. When we refer to your debt securities, we mean the debt securities in which you hold a direct or indirect interest.

Special Considerations for Indirect Holders

If you hold debt securities through a bank, broker or other financial institution, either in book-entry form or in street name, we urge you to check with that institution to find out:

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how it handles securities payments and notices;

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whether it imposes fees or charges;

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how it would handle a request for the holders’ consent, if ever required;

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whether and how you can instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted in the future for a particular series of debt securities;

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how it would exercise rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests; and

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if the debt securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.

Global Securities

As noted above, we usually will issue debt securities as registered securities in book-entry form only. A global security represents one or any other number of individual debt securities. Generally, all debt securities represented by the same global securities will have the same terms.

Each debt security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all debt securities issued in book-entry form.

A global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless special termination situations arise. We describe those situations below under “Special Situations when a Global Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all debt securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that has an account with the depositary. Thus, an investor whose security is represented by a global security will not be a holder of the debt security, but only an indirect holder of a beneficial interest in the global security.

Special Considerations for Global Securities

As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. The depositary that holds the global security will be considered the holder of the debt securities represented by the global security.

If debt securities are issued only in the form of a global security, an investor should be aware of the following:

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An investor will be an indirect holder and must look to his or her own bank, broker or other financial institution for payments on the debt securities and protection of his or her legal rights relating to the debt securities, as we describe under “Issuance of Securities in Registered Form” above.

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An investor cannot cause the debt securities to be registered in his or her name and cannot obtain certificates for his or her interest in the debt securities, except in the special situations we describe below.

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An investor may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form.

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An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective.

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The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way.

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If we redeem less than all the debt securities of a particular series being redeemed, DTC’s practice is to determine by lot the amount to be redeemed from each of its participants holding that series.

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An investor is required to give notice of exercise of any option to elect repayment of its debt securities, through its participant, to the applicable trustee and to deliver the related debt securities by causing its participant to transfer its interest in those debt securities, on DTC’s records, to the applicable trustee.

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DTC requires that those who purchase and sell interests in a global security deposited in its book-entry system use immediately available funds. Your broker or bank may also require you to use immediately available funds when purchasing or selling interests in a global security.

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Financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.

Special Situations when a Global Security will be Terminated

If a global security is terminated, interests in it will be exchanged for certificates in non-book-entry form (certificated securities). After that exchange, the choice of whether to hold the certificated debt securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in a global security transferred on termination to their own names, so that they will be holders. We have described the rights of legal holders and street name investors under “Issuance of Securities in Registered Form” above.

The prospectus supplement may list situations for terminating a global security that would apply only to the particular series of debt securities covered by the prospectus supplement. If a global security is terminated, only the depositary, and not we or the applicable trustee, is responsible for deciding the names of the investors in whose names the debt securities represented by the global security will be registered and, therefore, who will be the holders of those debt securities.

Payment and Paying Agents

We will pay interest (either in cash or by delivery of additional indenture securities, as applicable) to the person listed in the applicable trustee’s records as the owner of the debt security at the close of business on a particular day in advance of each due date for interest, even if that person no longer owns the debt security on the interest due date. That day, usually about two weeks in advance of the interest due date, is called the “record date.” Because we will pay all the interest for an interest period to the holders on the record date, holders buying and selling debt securities must work out between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly between buyer and seller based on their respective ownership periods within the particular interest period. This prorated interest amount is called “accrued interest.”

Payments on Global Securities

We will make payments on a global security in accordance with the applicable policies of the depositary as in effect from time to time. Under those policies, we will make payments directly to the depositary, or its nominee, and not to any indirect holders who own beneficial interests in the global security. An indirect holder’s right to those payments will be governed by the rules and practices of the depositary and its participants, as described under “— Special Considerations for Global Securities.”

Payments on Certificated Securities

We will make payments on a certificated debt security as follows. We will pay interest that is due on an interest payment date to the holder of debt securities as shown on the trustee’s records as of the close of business

on the regular record date. We will make all payments of principal and premium, if any, by check at the office of the applicable trustee and/or at other offices that may be specified in the prospectus supplement or in a notice to holders against surrender of the debt security.

Alternatively, at our option, we may pay any cash interest that becomes due on the debt security by mailing a check to the holder at his or her address shown on the trustee’s records as of the close of business on the regular record date or by transfer to an account at a bank in the United States, in either case, on the due date.

Payment When Offices Are Closed

If any payment is due on a debt security on a day that is not a business day, we will make the payment on the next day that is a business day. Payments made on the next business day in this situation will be treated under the indenture as if they were made on the original due date, except as otherwise indicated in the attached prospectus supplement. Such payment will not result in a default under any debt security or the indenture, and no interest will accrue on the payment amount from the original due date to the next day that is a business day.

Book-entry and other indirect holders should consult their banks, brokers or other financial institutions for information on how they will receive payments on their debt securities.

Events of Default

You will have rights if an Event of Default occurs in respect of the debt securities of your series and is not cured, as described later in this subsection.

The term “Event of Default” in respect of the debt securities of your series means any of the following:

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We do not pay the principal of, or any premium on, a debt security of the series on its due date;

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We do not pay interest on a debt security of the series within 30 days of its due date;

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We do not deposit any sinking fund payment in respect of debt securities of the series within 2 business days of its due date;

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We remain in breach of a covenant in respect of debt securities of the series for 60 days after a written notice of default has been given stating we are in breach. The notice must be sent to us by the trustee or to us and the trustee by the holders of at least 25% of the principal amount of debt securities of the series;

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We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur;

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Any class of debt securities has an asset coverage, as such term is defined in the Investment Company Act, of less than 100 per centum on the last business day of each of twenty-four consecutive calendar months; or

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Any other Event of Default in respect of debt securities of the series described in the prospectus supplement occurs.

An Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series of debt securities issued under the same or any other indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal, premium, interest or sinking or purchase fund installment, if it in good faith considers the withholding of notice to be in the interest of the holders.

Remedies if an Event of Default Occurs

If an Event of Default has occurred and has not been cured, the trustee or the holders of at least 25% in principal amount of the debt securities of the affected series may (and the trustee shall at the request of such holders) declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of a majority in principal amount of the debt securities of the affected series if (1) we have deposited with the trustee all amounts due and owing with respect to the securities (other than principal that has become due solely by reason of such acceleration) and certain other amounts, and (2) all Events of Default have been cured or waived.

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability, or an indemnity. If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default.

Before you are allowed to bypass your trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

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You must give your trustee written notice that an Event of Default with respect to the relevant series of debt securities has occurred and remains uncured;

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The holders of at least 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action;

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The trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity; and

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The holders of a majority in principal amount of the debt securities of that series must not have given the trustee a direction inconsistent with the above notice during that 60-day period.

However, you are entitled at any time to bring a lawsuit for the payment of money due on your debt securities on or after the due date.

Holders of a majority in principal amount of the debt securities of the affected series may waive any past defaults other than:

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in respect of the payment of principal, any premium or interest; or

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in respect of a covenant that cannot be modified or amended without the consent of each holder.

Book-entry and other indirect holders should consult their banks, brokers or other financial institutions for information on how to give notice or direction to or make a request of the trustee and how to declare or cancel an acceleration of maturity.

Each year, we will furnish to each trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture and the debt securities or else specifying any default.

Merger or Consolidation

Under the terms of the indenture, we are generally permitted to consolidate or merge with another corporation. We are also permitted to sell all or substantially all of our assets to another corporation. However, we may not take any of these actions unless all the following conditions are met:

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Where we merge out of existence or sell our assets, the resulting or transferee corporation must agree to be legally responsible for our obligations under the debt securities;

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The merger or sale of assets must not cause a default on the debt securities and we must not already be in default (unless the merger or sale would cure the default). For purposes of this no-default test, a default would include an Event of Default that has occurred and has not been cured, as described under “Events of Default” above. A default for this purpose would also include any event that would be an Event of Default if the requirements for giving us a notice of default or our default having to exist for a specific period of time were disregarded;

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We must deliver certain certificates and documents to the trustee; and

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We must satisfy any other requirements specified in the prospectus supplement relating to a particular series of debt securities.

Modification or Waiver

There are three types of changes we can make to the indenture and the debt securities issued thereunder.

Changes Requiring Your Approval

First, there are changes that we cannot make to your debt securities without your specific approval. The following is a list of those types of changes:

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change the stated maturity of the principal of, or interest on, a debt security or the terms of any sinking fund with respect to any security;

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reduce any amounts due on a debt security;

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reduce the amount of principal payable upon acceleration of the maturity of an OID or indexed security following a default or upon the redemption thereof or the amount thereof provable in a bankruptcy proceeding;

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adversely affect any right of repayment at the holder’s option;

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change the place (except as otherwise described in the prospectus or prospectus supplement) or currency of payment on a debt security;

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impair your right to sue for payment;

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adversely affect any right to convert or exchange a debt security in accordance with its terms;

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reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture;

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reduce the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults or reduce the percentage of holders of debt securities required to satisfy quorum or voting requirements at a meeting of holders;

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modify any other aspect of the provisions of the indenture dealing with supplemental indentures with the consent of holders, waiver of past defaults, or the waiver of certain covenants; and

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change any obligation we have to pay additional amounts.

In each case, the required approval must be given by written consent.

Changes Not Requiring Approval

The second type of change does not require any vote by the holders of the debt securities. This type is limited to clarifications, establishment of the form or terms of new securities of any series as permitted by the indenture and certain other changes that would not adversely affect holders of the outstanding debt securities in any material respect. We also do not need any approval to make any change that affects only debt securities to be issued under the indenture after the change takes effect.

Changes Requiring Majority Approval

Any other change to the indenture and the debt securities would require the following approval:

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If the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series.

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If the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.

In each case, the required approval must be given by written consent.

The holders of a majority in principal amount of a series of debt securities issued under the indenture, voting together as one class for this purpose, may waive our compliance with some of our covenants applicable to that series of debt securities. However, we cannot obtain a waiver of a payment default or of any of the matters covered by the bullet points included above under “— Changes Requiring Your Approval.”

Further Details Concerning Voting

When taking a vote, we will use the following rules to decide how much principal to attribute to a debt security:

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For OID securities, we will use the principal amount that would be due and payable on the voting date if the maturity of these debt securities were accelerated to that date because of a default.

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For debt securities whose principal amount is not known (for example, because it is based on an index), we will use the principal face amount at original issuance or a special rule for that debt security described in the prospectus supplement.

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For debt securities denominated in one or more foreign currencies, we will use the U.S. dollar equivalent.

Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption or if we, any other obligor, or any affiliate of us or any obligor own such debt securities. Debt securities will also not be eligible to vote if they have been fully defeased as described later under “Defeasance — Full Defeasance.”

We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding indenture securities that are entitled to vote or take other action under the indenture. However, the record date may not be more than 30 days before the date of the first solicitation of holders to vote on or take such action. If we set a record date for a vote or other action to be taken by holders of one or more series, that vote or action may be taken only by persons who are holders of outstanding indenture securities of those series on the record date and must be taken within eleven months following the record date.

Book-entry and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the indenture or the debt securities or request a waiver.

Defeasance

The following provisions will be applicable to each series of debt securities unless we state in the applicable prospectus supplement that the provisions of covenant defeasance and full defeasance will not be applicable to that series.

Covenant Defeasance

Under current United States federal tax law and the indenture, we can make the deposit described below and be released from some of the restrictive covenants in the indenture under which the particular series was issued. This is called “covenant defeasance.” In that event, you would lose the protection of those restrictive covenants but would gain the protection of having money and government securities set aside in trust to repay your debt securities. If we achieved covenant defeasance and your debt securities were subordinated as described under “Indenture Provisions — Subordination” below, such subordination would not prevent the Trustee from applying due funds available to it from the deposit described in the first bullet below to the payment of amounts in respect of such debt securities. In order to achieve covenant defeasance, we must do the following:

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We must deposit in trust for the benefit of all holders of a series of debt securities a combination of cash (in such currency in which such securities are then specified as payable at stated maturity) or government obligations applicable to such securities (determined on the basis of the currency in which such securities are then specified as payable at stated maturity) that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates and any mandatory sinking fund payments or analogous payments.

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We must deliver to the trustee a legal opinion of our counsel confirming that, under current United States federal income tax law, we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit.

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We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the Investment Company Act, and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with.

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Defeasance must not result in a breach or violation of, or result in a default under, the indenture or any of our other material agreements or instruments.

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No default or event of default with respect to such debt securities shall have occurred and be continuing and no defaults or events of default related to bankruptcy, insolvency or reorganization shall occur during the next 90 days.

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Satisfy the conditions for covenant defeasance contained in any supplemental indentures.

If we accomplish covenant defeasance, you can still look to us for repayment of the debt securities if there were a shortfall in the trust deposit or the trustee is prevented from making payment. For example, if one of the remaining Events of Default occurred (such as our bankruptcy) and the debt securities became immediately due and payable, there might be such a shortfall. However, there is no assurance that we would have sufficient funds to make payment of the shortfall.

Full Defeasance

If there is a change in United States federal tax law or we obtain an Internal Revenue Service, or IRS, ruling, as described below, we can legally release ourselves from all payment and other obligations on the debt securities of a particular series, or full defeasance, if we put in place the following other arrangements for you to be repaid:

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We must deliver to the trustee a legal opinion confirming that there has been a change in current United States federal tax law or an IRS ruling that allows us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit. Under current United States federal tax law, the deposit and our legal release from the debt securities would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit.

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Defeasance must not result in a breach or violation of, or constitute a default under, the indenture or any of our other material agreements or instruments.

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Satisfy the conditions for full defeasance contained in any supplemental indentures.

If we ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the debt securities. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever became bankrupt or insolvent. If we achieved covenant defeasance and your debt securities were subordinated as described under “Indenture Provisions — Subordination” below, such subordination would not prevent the Trustee from applying due funds available to it from the deposit described in the immediately preceding paragraph to the payment of amounts in respect of such debt securities.

Form, Exchange and Transfer of Certificated Registered Securities

If registered debt securities cease to be issued in book-entry form, they will be issued:

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only in fully registered certificated form;

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without interest coupons; and

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unless we indicate otherwise in the prospectus supplement, in denominations of $1,000 and amounts that are multiples of $1,000.

Holders may exchange their certificated securities for debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed and as long as the denomination is greater than the minimum denomination for such securities.

Holders may exchange or transfer their certificated securities at the office of the trustee. We have appointed the trustee to act as our agent for registering debt securities in the names of holders transferring debt securities. We may appoint another entity to perform these functions or perform them ourselves.

Holders will not be required to pay a service charge to transfer or exchange their certificated securities, but they may be required to pay any tax or other governmental charge associated with the transfer or exchange. The transfer or exchange will be made only if our security registrar is satisfied with the holder’s proof of legal ownership.

If we have designated additional transfer agents for your debt security, they will be named in your prospectus supplement. We may appoint additional transfer agents or cancel the appointment of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts.

If any certificated securities of a particular series are redeemable and we redeem less than all the debt securities of that series, we may block the transfer or exchange of those debt securities during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers or exchanges of any certificated securities selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security that will be partially redeemed.

If a registered debt security is issued in book-entry form, only the depositary will be entitled to transfer and exchange the debt security as described in this subsection, since it will be the sole holder of the debt security.

Resignation of Trustee

Each trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee is appointed to act with respect to these series and has accepted such appointment. In the event that two or more persons are acting as trustee with respect to different series of indenture securities under the indenture, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any other trustee.

Indenture Provisions — Subordination

Upon any distribution of our assets upon our dissolution, winding up, liquidation or reorganization, the payment of the principal of (and premium, if any) and interest, if any, on any indenture securities denominated as subordinated debt securities is to be subordinated to the extent provided in the indenture in right of payment to the prior payment in full of all Designated Senior Indebtedness (as defined below), but our obligation to you to make payment of the principal of (and premium, if any) and interest, if any, on such subordinated debt securities will not otherwise be affected. In addition, no payment on account of principal (or premium, if any), sinking fund or interest, if any, may be made on such subordinated debt securities at any time unless full payment of all amounts due in respect of the principal (and premium, if any), sinking fund and interest on Designated Senior Indebtedness has been made or duly provided for in money or money’s worth.

In the event that, notwithstanding the foregoing, any payment by us is received by the trustee in respect of subordinated debt securities or by the holders of any of such subordinated debt securities, upon our dissolution, winding up, liquidation or reorganization before all Designated Senior Indebtedness is paid in full, the payment or distribution must be paid over to the holders of the Designated Senior Indebtedness or on their behalf for application to the payment of all the Designated Senior Indebtedness remaining unpaid until all the Designated Senior Indebtedness has been paid in full, after giving effect to any concurrent payment or distribution to the holders of the Designated Senior Indebtedness. Subject to the payment in full of all Designated Senior Indebtedness upon this distribution by us, the holders of such subordinated debt securities will be subrogated to the rights of the holders of the Designated Senior Indebtedness to the extent of payments made to the holders of the Designated Senior Indebtedness out of the distributive share of such subordinated debt securities.

By reason of this subordination, in the event of a distribution of our assets upon our insolvency, certain of our senior creditors may recover more, ratably, than holders of any subordinated debt securities or the holders of any indenture securities that are not Designated Senior Indebtedness or subordinated debt securities. The indenture provides that these subordination provisions will not apply to money and securities held in trust under the defeasance provisions of the indenture.

Designated Senior Indebtedness is defined in the indenture as the principal of (and premium, if any) and unpaid interest on:

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our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed, that we have designated as “Designated Senior Indebtedness” for purposes of the indenture and in accordance with the terms of the indenture (including any indenture securities designated as Designated Senior Indebtedness); and

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renewals, extensions, modifications and refinancings of any of this indebtedness.

If this prospectus is being delivered in connection with the offering of a series of indenture securities denominated as subordinated debt securities, the accompanying prospectus supplement will set forth the approximate amount of our Designated Senior Indebtedness and of our other indebtedness outstanding as of a recent date.

Secured Indebtedness

Certain of our indebtedness, including certain series of indenture securities, may be secured. The prospectus supplement for each series of indenture securities will describe the terms of any security interest for such series and will indicate the approximate amount of our secured indebtedness as of a recent date. In the event of a distribution of our assets upon our insolvency, the holders of unsecured indenture securities may recover less, ratably, than holders of any of our secured indebtedness.

The Trustee under the Indenture

Deutsche Bank Trust Company Americas serves as the trustee under the indenture.

Certain Considerations Relating to Foreign Currencies

Debt securities denominated or payable in foreign currencies may entail significant risks. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable prospectus supplement.

DESCRIPTION OF OUR WARRANTS

The following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants and will be subject to compliance with the Investment Company Act.

We may issue warrants to purchase shares of our common stock or debt securities. Such warrants may be issued independently or together with shares of common stock or debt securities and may be attached or separate from such securities. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

A prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:

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the title and aggregate number of such warrants;

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the price or prices at which such warrants will be issued;

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the currency or currencies, including composite currencies, in which the price of such warrants may be payable;

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if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which this principal amount of debt securities may be purchased upon such exercise;

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in the case of warrants to purchase common stock, the number of shares of common stock purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise;

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the date on which the right to exercise such warrants shall commence and the date on which such right will expire (subject to any extension);

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whether such warrants will be issued in registered form or bearer form;

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if applicable, the minimum or maximum amount of such warrants that may be exercised at any one time;

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if applicable, the date on and after which such warrants and the related securities will be separately transferable;

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the terms of any rights to redeem, or call such warrants;

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information with respect to book-entry procedures, if any;

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the terms of the securities issuable upon exercise of the warrants;

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if applicable, a discussion of certain U.S. federal income tax considerations; and

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any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.

We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.

Each warrant will entitle the holder to purchase for cash such common stock at the exercise price or such principal amount of debt securities as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered thereby. Warrants may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date set forth in the prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Upon receipt of payment and a warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Prior to exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including, in the case of warrants to purchase debt securities, the right to receive principal, premium, if any, or interest payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture or, in the case of warrants to purchase common stock, the right to receive dividends or other distributions, if any, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights.

Under the Investment Company Act, we may generally only offer warrants provided that (i) the warrants expire by their terms within ten years, (ii) the exercise or conversion price is not less than the current market value at the date of issuance, (iii) our stockholders authorize the proposal to issue such warrants, and our board of directors approves such issuance on the basis that the issuance is in the best interests of us and our stockholders and (iv) if the warrants are accompanied by other securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed. The Investment Company Act also provides that the amount of our voting securities that would result from the exercise of all outstanding warrants, as well as options and rights, at the time of issuance may not exceed 25% of our outstanding voting securities. At our 2011 Annual Meeting of Stockholders, our stockholders approved a proposal to authorize us to issue securities to subscribe to, convert to, or purchase shares of our common stock in one or more offerings, including under such circumstance. Such authorization has no expiration.

DESCRIPTION OF OUR SUBSCRIPTION RIGHTS

The following is a general description of the terms of the subscription rights we may issue from time to time. Particular terms of any subscription rights we offer will be described in the prospectus supplement relating to such subscription rights.

We may issue subscription rights to our stockholders to purchase common stock. Subscription rights may be issued independently or together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection with any subscription rights offering to our stockholders, we may enter into a standby underwriting, backstop or other arrangement with one or more persons pursuant to which such persons would purchase any offered securities remaining unsubscribed for after such subscription rights offering. In connection with a subscription rights offering to our stockholders, we would distribute certificates evidencing the subscription rights and a prospectus supplement to our stockholders on the record date that we set for receiving subscription rights in such subscription rights offering. Our common stockholders will indirectly bear all of the expenses incurred by us in connection with any subscription rights offerings, regardless of whether any common stockholder exercises any subscription rights.

A prospectus supplement will describe the particular terms of any subscription rights we may issue, including the following:

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the period of time the offering would remain open (which shall be open a minimum number of days such that all record holders would be eligible to participate in the offering and shall not be open longer than 120 days);

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the title and aggregate number of such subscription rights;

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the exercise price for such subscription rights (or method of calculation thereof);

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the currency or currencies, including composite currencies, in which the price of such subscription rights may be payable;

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if applicable, the designation and terms of the securities with which the subscription rights are issued and the number of subscription rights issued with each such security or each principal amount of such security;

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the ratio of the offering (which, in the case of transferable rights, will require a minimum of three shares to be held of record before a person is entitled to purchase an additional share);

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the number of such subscription rights issued to each stockholder;

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the extent to which such subscription rights are transferable and the market on which they may be traded if they are transferable;

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the date on which the right to exercise such subscription rights shall commence, and the date on which such right shall expire (subject to any extension);

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if applicable, the minimum or maximum number of subscription rights that may be exercised at one time;

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the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription privilege;

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any termination right we may have in connection with such subscription rights offering;

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the terms of any rights to redeem, or call such subscription rights;

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information with respect to book-entry procedures, if any;

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the terms of the securities issuable upon exercise of the subscription rights;

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the material terms of any standby underwriting, backstop or other purchase arrangement that we may enter into in connection with the subscription rights offering;

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if applicable, a discussion of certain U.S. federal income tax considerations applicable to the issuance or exercise of such subscription rights; and

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any other terms of such subscription rights, including exercise, settlement and other procedures and limitations relating to the transfer and exercise of such subscription rights.

Each subscription right will entitle the holder of the subscription right to purchase for cash or other consideration such amount of shares of common stock at such subscription price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the subscription rights offered thereby. Subscription rights may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date for such subscription rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights will become void.

Upon receipt of payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription rights agent or any other office indicated in the prospectus supplement we will forward, as soon as practicable, the shares of common stock purchasable upon such exercise. If less than all of the rights represented by such subscription rights certificate are exercised, a new subscription certificate will be issued for the remaining rights. Prior to exercising their subscription rights, holders of subscription rights will not have any of the rights of holders of the securities purchasable upon such exercise. To the extent permissible under applicable law, we may determine to offer any unsubscribed offered securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, as set forth in the applicable prospectus supplement.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us, to our qualification and taxation as a RIC for U.S. federal income tax purposes under Subchapter M of the Code and to an investment in our common stock.

This summary does not purport to be a complete description of all the income tax considerations applicable to such an investment. For example, this summary does not describe all of the tax consequences that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including stockholders subject to the alternative minimum tax, tax-exempt organizations or governmental organizations, insurance companies, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein), brokers or dealers in securities, a trader in securities that elects to use a mark-to-market method of accounting for its securities holdings, pension plans and trusts, banks and financial institutions, real estate investment trusts, other RICs, U.S. persons with a functional currency other than the U.S. dollar, non-U.S. stockholders (as defined below) engaged in a trade or business in the United States or entitled to claim the benefits of an applicable income tax treaty, nonresident alien individuals who are present in the United States for 183 days or more in a taxable year, persons who have ceased to be U.S. citizens or to be taxed as residents of the United States, “controlled foreign corporations,” “passive foreign investment companies,” corporations that accumulate earnings to avoid U.S. federal income tax and persons that will hold our common stock as a position in a “straddle,” “hedge” or as part of a “wash sale” or “constructive sale” for U.S. federal income tax purposes or to the owners or partners of a stockholder.

This summary assumes that investors hold our common stock as capital assets (within the meaning of the Code). The discussion is based upon the Code, its legislative history, existing and proposed U.S. Treasury regulations and published rulings and court decisions all as currently in effect, all of which are subject to change or differing interpretations, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought, and do not expect to seek, any ruling from the IRS regarding any matter discussed herein, and this discussion is not binding on the IRS. Accordingly, there can be no assurance that the IRS will not assert, and a court will not sustain, a position contrary to any of the tax consequences discussed herein. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if we invest in tax-exempt securities or certain other investment assets. For purposes of this discussion, a “U.S. stockholder” generally is a beneficial owner of our common stock who is for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof, including, for this purpose, the District of Columbia;

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a trust if (i) a U.S. court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons (as defined in the Code) have the authority to control all of the substantial decisions of the trust, or (ii) the trust has in effect a valid election in effect under applicable U.S. Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes; or

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source.

For purposes of this discussion, a “non-U.S. stockholder” generally is a beneficial owner of our common stock that is neither a U.S. stockholder nor an entity treated as a partnership for U.S. federal income tax purposes.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Prospective

beneficial owners of our common stock that are partnerships or partners in such partnerships should consult their own tax advisers with respect to the purchase, ownership and disposition of our common stock.

Tax matters are very complicated, and the tax consequences to an investor of an investment in our common stock will depend on the facts of such investor’s particular situation. Investors are encouraged to consult their own tax advisors regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of U.S. federal, state, local and foreign tax laws, eligibility for the benefits of any applicable income tax treaty and the effect of any possible changes in the tax laws.

Election to be Taxed as a RIC

We have elected to be treated, and intend to operate in a manner so as to continuously qualify annually thereafter, as a RIC for U.S. federal income tax purposes. As a RIC, we generally do not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute (or are deemed to timely distribute) to our stockholders as dividends. Instead, dividends we distribute (or are deemed to timely distribute) generally are taxable to the holders of our common stock, and any net operating losses, foreign tax credits and most other tax attributes generally will not pass through to the holders of our common stock. We will be subject to U.S. federal corporate-level income tax on any undistributed income and gains. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, we must distribute to our stockholders, for each taxable year, at least 90% of our investment company taxable income (which generally is our net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses, determined without regard to the dividends-paid deduction), or the Annual Distribution Requirement, for any taxable year. The following discussion assumes that we continue to qualify as a RIC.

Taxation as a Regulated Investment Company

If we qualify as a RIC and meet the Annual Distribution Requirement, we will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gain (realized net long-term capital gain in excess of realized net short-term capital loss) that we timely distribute (or are deemed to distribute) to our stockholders. We would, however, be subject to a 4% nondeductible federal excise tax if we do not distribute, actually or on a deemed basis, an amount at least equal to the sum of (i) 98% of our ordinary income for the calendar year, (ii) 98.2% of our net capital gains for the one-year period ending on October 31 of the calendar year and (iii) any income realized, but not distributed, in the preceding period (to the extent that income tax was not imposed on such amounts), less certain reductions, as applicable, or, together, the Excise Tax Distribution Requirements.

In order to qualify as a RIC for U.S. federal income tax purposes under Subchapter M of the Code, we must, among other things:

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continue to qualify and have in effect an election to be treated as a business development company under the Investment Company Act at all times during each taxable year;

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derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain “qualified publicly traded partnerships,” or other income (including certain deemed inclusions) derived with respect to our business of investing in such stock or securities or foreign currencies or net income derived from an interest in a “qualified publicly traded partnership”, or the 90% Gross Income Test; and

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diversify our holdings so that at the end of each quarter of the taxable year:

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we ensure that at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs and other securities, if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and

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we ensure that no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, or of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses, or the securities of one or more “qualified publicly traded partnerships”, or the Diversification Tests.

Under certain applicable provisions of the Code and the U.S. Treasury regulations, distributions payable in cash or in shares of stock at the election of stockholders are treated as taxable dividends. The IRS has issued private rulings indicating that this rule will apply even if most of the dividend was paid in shares of stock. We generally intend to pay distributions in cash. However, we reserve the right, in our sole discretion from time to time, to limit the total amount of cash distributed depending on, among other factors, our cash balances. In such a case, each stockholder receiving cash would receive a pro rata share of the total cash to be distributed and would receive the remainder of their distribution in shares of stock, even if the stockholder had “opted out” of our dividend reinvestment plan. For U.S. federal income tax purposes, the amount of a dividend paid in stock will be equal to the amount of cash that could have been received instead of stock.

Stockholders who participate in our dividend reinvestment plan will be required to include the full amount of the dividend (including the portion payable in stock) as ordinary income (or, in certain circumstances, long-term capital gain) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, stockholders may be required to pay income taxes with respect to such dividends in excess of the cash dividends received. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in common stock. It is unclear whether and to what extent we will be able to pay taxable dividends of the type described in this paragraph.

We may have investments that require income to be included in investment company taxable income in a year prior to the year in which we actually receive a corresponding amount of cash in respect of such income. For example, if we hold corporate stock with respect to which Section 305 of the Code requires inclusion in income of amounts of deemed dividends even if no cash distribution is made, we must include in our taxable income in each year the full amount of our applicable share of our allocable share of these deemed dividends. Additionally, if we hold debt obligations that are treated under applicable U.S. federal income tax rules as having OID (such as debt instruments with PIK interest or, in certain cases, that have increasing interest rates or are issued with warrants), we must include in our taxable income in each year a portion of the OID that accrues over the life of the obligation, regardless of whether we receive cash representing such income in the same taxable year. We may also have to include in our taxable income other amounts that we have not yet received in cash, such as accruals on a contingent payment debt instrument or deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock.

A RIC is limited in its ability to deduct expenses in excess of its investment company taxable income. If our deductible expenses in a given year exceed our investment company taxable income, we will have a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent years, and these net operating losses generally will not pass through to stockholders. In addition, expenses can be used only to offset investment company taxable income, and may not be used to offset net capital gain. A RIC may not use any net capital losses (that is, realized capital losses in excess of realized capital gains) to offset the RIC’s investment company taxable income, but may carry forward those losses, and use them to offset future capital gains, indefinitely. Further, a RIC’s deduction of net business interest expense is limited to 30% of its “adjusted taxable income” plus “floor plan financing interest expense.” It is not expected that any portion of any

underwriting or similar fee will be deductible for U.S. federal income tax purposes to us or the holders of our common stock. Due to these limits on the deductibility of expenses, net capital losses and business interest expenses, we may, for U.S. federal income tax purposes, have aggregate taxable income for several years that we are required to distribute and that is taxable to stockholders even if this income is greater than the aggregate net income we actually earned during those years.

In order to enable us to make distributions to the holders of our common stock that will be sufficient to enable us to satisfy the Annual Distribution Requirement or the Excise Tax Distribution Requirements in the event that the circumstances described in the preceding two paragraphs apply, we may need to liquidate or sell some of our assets at times or at prices that we would not consider advantageous, we may need to raise additional equity or debt capital, we may need to take out loans, or we may need to forego new investment opportunities or otherwise take actions that are disadvantageous to our business (or be unable to take actions that are advantageous to our business). Even if we are authorized to borrow and to sell assets in order to satisfy the Annual Distribution Requirement or the Excise Tax Distribution Requirements, under the Investment Company Act, we generally are not permitted to make distributions to our stockholders while our debt obligations and senior securities are outstanding unless certain “asset coverage” tests or other financial covenants are met. If we are unable to obtain cash from other sources to enable us to satisfy the Annual Distribution Requirement, we may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to a corporate-level U.S. federal income tax (and any applicable state and local taxes). If we are unable to obtain cash from other sources to enable us to satisfy the Excise Tax Distribution Requirements, we may be subject to an additional tax, as described above.

For the purpose of determining whether we satisfy the 90% Gross Income Test and the Diversification Tests, the character of our distributive share of items of income, gain, losses, deductions and credits derived through any investments in companies that are treated as partnerships for U.S. federal income tax purposes (other than certain publicly traded partnerships), or are otherwise treated as disregarded from us for U.S. federal income tax purposes, generally will be determined as if we realized these tax items directly. Further, for purposes of calculating the value of our investment in the securities of an issuer for purposes of determining the 25% requirement of the Diversification Tests, our proper proportion of any investment in the securities of that issuer that are held by a member of our “controlled group” must be aggregated with our investment in that issuer. A controlled group is one or more chains of corporations connected through stock ownership with us if (a) at least 20% of the total combined voting power of all classes of voting stock of each of the corporations is owned directly by one or more of the other corporations, and (b) we directly own at least 20% or more of the combined voting stock of at least one of the other corporations.

Failure to Qualify as a RIC

If we fail to satisfy the 90% Gross Income Test for any taxable year or the Diversification Tests for any quarter of a taxable year, we might nevertheless continue to qualify as a RIC for such year if certain relief provisions of the Code apply (which might, among other things, require us to pay certain corporate-level U.S. federal taxes or to dispose of certain assets). Subject to a limited exception applicable to RICs that qualified for RIC status under Subchapter M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the non-qualifying year, we could be subject to U.S. federal income tax on any unrealized net built-in gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized during the 5-year period after our requalification as a RIC, unless we made a special election to pay corporate-level U.S. federal income tax on these net built-in gains at the time of our requalification as a RIC.

If we fail to qualify for treatment as a RIC and such relief provisions do not apply to us, we would be subject to U.S. federal income tax on all of our taxable income at regular corporate U.S. federal income tax rates (and we also would be subject to any applicable state and local taxes), regardless of whether we make any distributions to the holders of our common stock. We would not be able to deduct distributions to our

stockholders, nor would distributions to the holders of our common stock be required to be made for U.S. federal income tax purposes. Any distributions we make generally would be taxable to the holders of our common stock as ordinary dividend income and, subject to certain limitations under the Code, would be eligible for the current maximum rate applicable to qualifying dividend income of individuals and other non-corporate U.S. stockholders, to the extent of our current or accumulated earnings and profits. Subject to certain limitations under the Code, U.S. stockholders of our common stock that are corporations for U.S. federal income tax purposes would be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the holder’s adjusted tax basis in its shares of our common stock, and any remaining distributions would be treated as capital gain.

If, before the end of any quarter of our taxable year, we believe that we may fail the Diversification Tests, we may seek to take certain actions to avert a failure. However, the action frequently taken by RICs to avert a failure, the disposition of non-diversified assets, may be difficult for us to pursue because of the limited liquidity of our investments.

Although we expect to operate in a manner so as to qualify continuously as a RIC, we may decide in the future to be taxed as a “C” corporation, even if we would otherwise qualify as a RIC, if we determine that treatment as a C corporation for a particular year would be in our best interests. The remainder of this discussion assumes that we will continuously qualify as a RIC for each taxable year.

Our Investments—General

Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (1) treat dividends that would otherwise constitute qualified dividend income as non-qualified dividend income, (2) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (3) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (4) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (5) cause us to recognize income or gain without receipt of a corresponding cash payment, (6) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (7) adversely alter the characterization of certain complex financial transactions and (8) produce income that will not be qualifying income for purposes of the 90% Gross Income Test. We intend to monitor our transactions and may make certain tax elections to mitigate the potential adverse effect of these provisions, but there can be no assurance that we will be eligible for any such tax elections or that any adverse effects of these provisions will be mitigated.

Gain or loss recognized by us from warrants or other securities acquired by us, as well as any loss attributable to the lapse of such warrants, generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term depending on how long we held a particular warrant or security.

A portfolio company in which we invest may face financial difficulties that require us to work-out, modify or otherwise restructure our investment in the portfolio company. Any such transaction could, depending upon the specific terms of the transaction, cause us to recognize taxable income without a corresponding receipt of cash, which could affect our ability to satisfy the Annual Distribution Requirement or the Excise Tax Distribution Requirements or result in unusable capital losses and future non-cash income. Any such transaction could also result in us receiving assets that give rise to non-qualifying income for purposes of the 90% Gross Income Test.

Our investment in non-U.S. securities may be subject to non-U.S. income, withholding and other taxes. In that case, our yield on those securities would be decreased. Stockholders generally will not be entitled to claim a U.S. foreign tax credit or deduction with respect to non-U.S. taxes paid by us.

If we purchase shares in a “passive foreign investment company”, or a PFIC, we may be subject to U.S. federal income tax on a portion of any “excess distribution” received on, or any gain from the disposition of,

such shares even if we distribute such income as a taxable dividend to the holders of our common stock. Additional charges in the nature of interest generally will be imposed on us in respect of deferred taxes arising from any such excess distribution or gain. If we invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code, or a QEF, in lieu of the foregoing requirements, we will be required to include in income each year our proportionate share of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed by the QEF. Any required inclusions from the QEF election will be considered “good income” for purposes of the 90% Gross Income Test. Alternatively, we may be able to elect to mark-to-market at the end of each taxable year our shares in a PFIC; in this case, we will recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent that any such decrease does not exceed prior increases included in our income. Our ability to make either election will depend on factors beyond our control, and is subject to restrictions which may limit the availability of the benefit of these elections. Under either election, we may be required to recognize in a year income in excess of any distributions we receive from PFICs and any proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of determining whether we satisfy the Excise Tax Distribution Requirements. See “ —Taxation as a Regulated Investment Company “ above.

Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates between the time we accrue income, expenses or other liabilities denominated in a foreign currency and the time we actually collect such income or pay such expenses or liabilities are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward contracts, the disposition of debt obligations denominated in a foreign currency, and other financial transactions denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.

Taxation of U.S. Stockholders

The following discussion applies only to U.S. stockholders. If you are not a U.S. stockholder, this section does not apply to you.

Distributions by us generally are taxable to U.S. stockholders as ordinary income or capital gains. We will allocate our earnings and profits to distributions to holders of our preferred stock and then to distributions to holders of our common stock based on priority in our capital structure. Distributions of our investment company taxable income, determined without regard to the deduction for dividends paid, will be taxable as ordinary income to U.S. stockholders to the extent of our current or accumulated earnings and profits, whether paid in cash or reinvested in additional common stock. To the extent such distributions we pay to non-corporate U.S. stockholders (including individuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations, such distributions, or Qualifying Dividends, generally are taxable to U.S. stockholders at the preferential rates applicable to long-term capital gains. However, it is anticipated that distributions paid by us will generally not be attributable to dividends and, therefore, generally will not qualify for the preferential rates applicable to Qualifying Dividends or the dividends-received deduction available to corporations under the Code. Distributions of our net capital gains (which generally are our realized net long-term capital gains in excess of realized net short-term capital losses) that are properly reported by us as “capital gain dividends” will be taxable to a U.S. stockholder as long-term capital gains that are currently taxable at reduced rates in the case of non-corporate taxpayers, regardless of the U.S. stockholder’s holding period for his, her or its common stock and regardless of whether paid in cash or reinvested in additional common stock. Distributions in excess of our earnings and profits first will reduce a U.S. stockholder’s adjusted tax basis in such U.S. stockholder’s common stock and, after the adjusted tax basis is reduced to zero, will constitute capital gains to such U.S. stockholder.

A portion of our ordinary income dividends, but not capital gain dividends, paid to corporate U.S. stockholders may, if certain conditions are met, qualify for up to a 50% dividends-received deduction to the extent we have received dividends from certain corporations during the taxable year, but only to the extent these

ordinary income dividends are treated as paid out of our earnings and profits. We expect only a small portion of our dividends to qualify for this deduction. A corporate U.S. stockholders may be required to reduce its basis in its common stock with respect to certain “extraordinary dividends,” as defined in Section 1059 of the Code. Corporate U.S. stockholders should consult their own tax advisors in determining the application of these rules in their particular circumstances.

U.S. stockholders who have not opted out of our dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Any dividends or distributions reinvested under the plan will nevertheless remain taxable to U.S. stockholders. A U.S. stockholder will have an adjusted basis in the additional common stock purchased through the plan equal to the dollar amount that would have been received if the U.S. stockholder had received the dividend or distribution in cash, unless we were to issue new shares that are trading at or above net asset value, in which case, the U.S. stockholder’s basis in the new shares would generally be equal to their fair market value. The additional shares will have a new holding period commencing on the day following the day on which the shares are credited to the U.S. stockholder’s account.

We may distribute our net long-term capital gains, if any, in cash or elect to retain some or all of such gains, pay taxes at the U.S. federal corporate-level income tax rate on the amount retained, and designate the retained amount as a “deemed distribution.” If we elect to retain net long-term capital gains and deem them distributed, each U.S. common stockholder will be treated as if they received a distribution of their pro rata share of the retained net long-term capital gain and the U.S. federal income tax paid. As a result, each U.S. common stockholder will (i) be required to report their pro rata share of the retained gain on their tax return as long-term capital gain, (ii) receive a refundable tax credit for their pro rata share of federal tax paid by us on the retained gain, and (iii) increase the tax basis of their shares of common stock by an amount equal to the deemed distribution less the tax credit. In order to utilize the deemed distribution approach, we must provide written notice to our stockholders prior to the expiration of 60 days after the close of the relevant taxable year.

For purposes of determining (1) whether the Annual Distribution Requirement is satisfied for any year and (2) the amount of capital gain dividends paid for that year, we may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year in question. If we make such an election, the U.S. stockholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared by us in October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it had been received by our stockholders on December 31 of the year in which the dividend was declared.

If a U.S. stockholder purchases shares of our common stock shortly before the record date of a distribution, the price of the shares will include the value of the distribution and the U.S. stockholder investor will be subject to tax on the distribution even though economically it may represent a return of his, her or its investment.

A U.S. stockholder generally will recognize taxable gain or loss if the U.S. stockholder redeems, sells or otherwise disposes of his, her or its shares of our common stock. The amount of gain or loss will be measured by the difference between such U.S. stockholder’s adjusted tax basis in the common stock sold, redeemed or otherwise disposed of and the amount of the proceeds received in exchange. Any gain or loss arising from such sale, redemption or other disposition generally will be treated as long-term capital gain or loss if the U.S. stockholder has held his, her or its shares for more than one year. Otherwise, such gain or loss will be classified as short-term capital gain or loss. However, any capital loss arising from the sale, redemption or other disposition of shares of our common stock held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such shares. In addition, all or a portion of any loss recognized upon a disposition of shares of our common stock may be disallowed if substantially identical stock or securities are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition. In such a case, the basis of the common stock acquired will be increased to reflect the disallowed loss.

In general, individual and certain other non-corporate U.S. stockholders that are individuals, trusts or estates are taxed at preferential rates on their net capital gain (i.e., the excess of realized net long-term capital gains over realized net short-term capital losses), including any long-term capital gain derived from an investment in our shares. Such rate is lower than the maximum rate on ordinary income currently payable by individuals. Corporate U.S. stockholders currently are subject to U.S. federal income tax on net capital gain at the maximum rate also applied to ordinary income. Non-corporate U.S. stockholders with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate U.S. stockholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate U.S. stockholders generally may not deduct any net capital losses for a year, but may carry back such losses for three years or carry forward such losses for five years.

We will send to each of our U.S. stockholders, as promptly as possible after the end of each calendar year, a notice detailing, on a per share and per distribution basis, the amounts includible in the U.S. stockholder’s taxable income for the applicable year as ordinary income and as long-term capital gain. In addition, the U.S. federal tax status of each year’s distributions generally will be reported to the IRS (including the amount of dividends, if any, eligible for the preferential rates applicable to long-term capital gains). Dividends paid by us generally will not be eligible for the dividends-received deduction or the preferential tax rate applicable to Qualifying Dividends because our income generally will not consist of dividends. Distributions out of current or accumulated earnings and profits also generally will not be eligible for the 20% pass through deduction under Section 199A of the Code, although under recently proposed regulations (that have not yet been finalized) qualified real estate investment trust dividends earned by us may qualify for the Section 199A deduction. Distributions may also be subject to additional state, local and non-U.S. taxes depending on a U.S. stockholder’s particular situation.

Net Investment Income Tax

An additional 3.8% surtax generally is applicable in respect of the net investment income of non-corporate U.S. stockholders (other than certain trusts) on the lesser of (i) the U.S. stockholder’s “net investment income” for a taxable year and (ii) the excess of the U.S. stockholder’s modified adjusted gross income for the taxable year over $200,000 ($250,000 in the case of joint filers). For these purposes, “net investment income” generally includes interest and taxable distributions and deemed distributions paid with respect to shares of common stock, and net gain attributable to the disposition of common stock (in each case, unless the shares of common stock are held in connection with certain trades or businesses), but will be reduced by any deductions properly allocable to these distributions or this net gain.

Taxation of non-U.S. stockholders

The following discussion applies only to non-U.S. stockholders. If you are not a non-U.S. stockholder, this section does not apply to you. Whether an investment in shares of our common stock is appropriate for a non-U.S. stockholder will depend upon that person’s particular circumstances. An investment in shares of our common stock by a non-U.S. stockholder may have adverse tax consequences and, accordingly, may not be appropriate for a non-U.S. stockholder. Non-U.S. stockholders should consult their own tax advisors before investing in our common stock.

Distributions on, and Sale or Other Disposition of, Our Common Stock

Distributions of our investment company taxable income to non-U.S. stockholders generally will be subject to U.S. withholding tax (unless lowered or eliminated by an applicable income tax treaty) to the extent payable from our current or accumulated earnings and profits unless an exception applies.

If a non-U.S. stockholder receives distributions and such distributions are effectively connected with a U.S. trade or business of the non-U.S. stockholder and, if an income tax treaty applies, attributable to a permanent establishment in the United States of such non-U.S. stockholder, such distributions generally will be subject to U.S. federal income tax at the rates applicable to U.S. persons. In that case, we will not be required to withhold U.S. federal income tax if the non-U.S. stockholder complies with applicable certification and disclosure requirements. Special certification requirements apply to a non-U.S. stockholder that is a foreign trust and such entities are urged to consult their own tax advisors.

Actual or deemed distributions of our net capital gain (which generally are our realized net long-term capital gains in excess of realized net short-term capital losses) to a non-U.S. stockholder, and gains recognized by a non-U.S. stockholder upon the sale of our common stock, will not be subject to withholding of U.S. federal income tax and generally will not be subject to U.S. federal income tax unless (a) the distributions or gains, as the case may be, are effectively connected with a U.S. trade or business of the non-U.S. stockholder and, if an income tax treaty applies, are attributable to a permanent establishment maintained by the non-U.S. stockholder in the United States (as discussed above) or (b) the non-U.S. stockholder is an individual, has been present in the United States for 183 days or more during the taxable year, and certain other conditions are satisfied. For a corporate non-U.S. stockholder, distributions (both actual and deemed), and gains recognized upon the sale of our common stock that are effectively connected with a U.S. trade or business may, under certain circumstances, be subject to an additional “branch profits tax” (unless lowered or eliminated by an applicable income tax treaty). Non-U.S. stockholders of our common stock are encouraged to consult their own advisors as to the applicability of an income tax treaty in their individual circumstances.

In general, no U.S. source withholding taxes will be imposed on dividends paid by us to non-U.S. stockholders to the extent the dividends are designated as “interest related dividends” or “short term capital gain dividends.” Under this exemption, interest related dividends and short term capital gain dividends generally represent distributions of interest or short term capital gain that would not have been subject to U.S. withholding tax at the source if they had been received directly by a non-U.S. stockholder, and that satisfy certain other requirements. No assurance can be given that we will distribute any interest related dividends or short term capital gain dividends.

If we distribute our net capital gain in the form of deemed rather than actual distributions (which we may do in the future), a non-U.S. stockholder will be entitled to a U.S. federal income tax credit or tax refund equal to the non-U.S. stockholder’s allocable share of the tax we pay on the capital gain deemed to have been distributed. In order to obtain the refund, the non-U.S. stockholder must obtain a U.S. taxpayer identification number, or TIN, (if one has not been previously obtained) and file a U.S. federal income tax return even if the non-U.S. stockholder would not otherwise be required to obtain a U.S. TIN or file a U.S. federal income tax return.

Non-U.S. stockholders who have not opted out of our dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Any dividends or distributions reinvested under the plan will nevertheless remain taxable to non-U.S. stockholders to the same extent as if such dividends were received in cash. In addition, we have the ability to declare a large portion of a dividend in shares of our common stock, even if a non-U.S. stockholder has opted out of our dividend reinvestment plan, in which case, as long as a portion of such dividend is paid in cash (which portion could be as low as 20%) and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, our non-U.S. stockholders will be taxed on 100% of the fair market value of a dividend paid entirely or partially in our common stock on the date the dividend is received in the same manner (and to the extent such non-U.S. stockholder is subject to U.S. federal income taxation) as a cash dividend (including the application of withholding tax rules described above), even if most or all of the dividend is paid in common stock. In such a circumstance, we may be required to withhold all or substantially all of the cash we would otherwise distribute to a non-U.S. stockholder.

Certain Additional Tax Considerations

Information Reporting and Backup Withholding

We may be required to withhold, for U.S. federal income taxes, a portion of all taxable distributions payable to stockholders (a) who fail to provide us with their correct TINs or who otherwise fail to make required certifications or (b) with respect to whom the IRS notifies us that this stockholder is subject to backup withholding. Certain stockholders specified in the Code and the U.S. Treasury regulations promulgated thereunder are exempt from backup withholding, but may be required to provide documentation to establish their exempt status. Backup withholding is not an additional tax. Any amounts withheld will be allowed as a refund or a credit against the stockholder’s U.S. federal income tax liability if the appropriate information is timely provided to the IRS. Failure by a stockholder to furnish a certified TIN to us could subject the stockholder to a $50 penalty imposed by the IRS.

Withholding and Information Reporting on Foreign Financial Accounts

A non-U.S. stockholder who is otherwise subject to withholding of U.S. federal income tax may be subject to information reporting and backup withholding of U.S. federal income tax on dividends, unless the non-U.S. stockholder provides us or the dividend paying agent with an IRS Form W-8BEN or W-8BEN-E (or an acceptable substitute form), or otherwise meets the documentary evidence requirements for establishing that it is a non-U.S. stockholder or establishes an exemption from backup withholding.

Pursuant to Sections 1471 to 1474 of the Code and the U.S. Treasury regulations thereunder, the relevant withholding agent generally will be required to withhold 30% of any dividends paid with respect to common stock to: (i) a foreign financial institution, unless the foreign financial institution agrees to verify, report and disclose its U.S. accountholders, and meets certain other specified requirements or is subject to an applicable “intergovernmental agreement”; or (ii) a non-financial foreign entity beneficial owner, unless the entity certifies that it does not have any substantial U.S. owners or provides the name, address and TIN of each substantial U.S. owner, and meets certain other specified requirements. If payment of this withholding tax is made, non-U.S. stockholders that otherwise are eligible for an exemption from, or reduction of, U.S. federal withholding taxes with respect to these dividends or proceeds will be required to seek a credit or refund from the IRS to obtain the benefit of this exemption or reduction. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. Certain jurisdictions have entered into agreements with the United States that may supplement or modify these rules.

All stockholders should consult their own tax advisers with respect to the U.S. federal income and withholding tax consequences, and state, local and non-U.S. tax consequences, of an investment in our common stock. We will not pay any additional amounts in respect to any amounts withheld.

PLAN OF DISTRIBUTION

We may offer, from time to time, in one or more offerings or series, our common stock, debt securities, warrants representing rights to purchase common stock or debt securities or subscription rights to purchase shares of our common stock, in one or more underwritten public offerings, at-the-market offerings, negotiated transactions, block trades, best efforts offerings or a combination of these methods. We may sell the securities through underwriters or dealers, directly to one or more purchasers, including existing stockholders in a rights offering, through agents or through a combination of any such methods of sale. Any underwriter or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement. A prospectus supplement or supplements will also describe the terms of the offering of the securities, including: the purchase price of the securities and the proceeds we will receive from the sale; any over-allotment option under which underwriters may purchase additional securities from us; any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; the public offering price; any discounts or concessions allowed or re-allowed or paid to dealers; and any securities exchange or market on which the securities may be listed. Only underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.

The distribution of our securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at prevailing market prices at the time of sale, at prices related to such prevailing market prices, or at negotiated prices, provided, however, that the offering price per share of our common stock, less any underwriting commissions and discounts or agency fees paid by us, must equal or exceed the net asset value per share of our common stock unless we obtain certain approvals.

In connection with the sale of our securities, underwriters or agents may receive compensation from us or from purchasers of our securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Our common stockholders will bear, directly or indirectly, the expenses of any offering of our securities, including debt securities.

Underwriters may sell our securities to or through dealers and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of our securities may be deemed to be underwriters under the Securities Act, and any discounts and commissions they receive from us and any profit realized by them on the resale of our securities may be deemed to be underwriting discounts and commissions under the Securities Act. Any such underwriter or agent will be identified and any such compensation received from us will be described in the applicable prospectus supplement.

We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third parties in such sale transactions will be underwriters and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment).

Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the

underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.

Any underwriters that are qualified market makers on the Nasdaq Global Select Market may engage in passive market making transactions in our common stock on the Nasdaq Global Select Market in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales of our common stock. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.

Unless otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no trading market, other than our common stock, which is traded on the Nasdaq Global Select Market. We may elect to list any other class or series of securities on any exchanges, but we are not obligated to do so. We cannot guarantee the liquidity of the trading markets for any securities.

Under agreements into which we may enter, underwriters, dealers and agents who participate in the distribution of our securities may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business.

If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase our securities from us pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by us. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of our securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts. Such contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of such contracts.

In order to comply with the securities laws of certain states, if applicable, our securities offered hereby will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states, our securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

The maximum commission or discount to be received by any member of the Financial Industry Regulatory Authority, Inc. will not be greater than 10% for the sale of any securities being registered.

CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR

Our portfolio securities are held under a custody agreement by U.S. Bank National Association. The address of our custodian is Corporate Trust Services, One Federal Street, 3^rd Floor, Boston, MA 02110. American Stock Transfer & Trust Company, LLC acts as our transfer agent, distribution paying agent and registrar for our common stock. The principal business address of our transfer agent is 6201 15^th Avenue, Brooklyn, NY 11219.

BROKERAGE ALLOCATION AND OTHER PRACTICES

Since we intend to generally acquire and dispose of our investments in privately negotiated transactions, we expect to infrequently use brokers in the normal course of our business. Subject to policies established by our Board of Directors, our investment adviser is primarily responsible for the execution of the publicly traded securities portion of our portfolio transactions and the allocation of brokerage commissions. Our investment adviser does not execute transactions through any particular broker or dealer, but seeks to obtain the best net results for us, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities. While our investment adviser will generally seek reasonably competitive trade execution costs, we will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, our investment adviser may select a broker based partly upon brokerage or research services provided to our investment adviser and us and any other clients. In return for such services, we may pay a higher commission than other brokers would charge if our investment adviser determines in good faith that such commission is reasonable in relation to the services provided.

We have not paid any brokerage commissions during the three most recent fiscal years.

LEGAL MATTERS

Certain legal matters in connection with the securities offered by this prospectus will be passed upon for us by Kirkland & Ellis LLP, Washington, D.C.

EXPERTS

The consolidated financial statements of Oaktree Specialty Lending Corporation and its consolidated subsidiaries as of September 30, 2022 and 2021, and for each of the three years in the period ended September 30, 2022, appearing in our Annual Report (Form 10-K) for the year ended September 30, 2022, and the effectiveness of Oaktree Specialty Lending Corporation’s and its consolidated subsidiaries’ internal control over financial reporting as of September 30, 2022 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The address of Ernst & Young LLP is 725 South Figueroa Street, Suite 500, Los Angeles, CA 90017.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This prospectus is part of a registration statement that we have filed with the SEC. Pursuant to the Small Business Credit Availability Act, we are allowed to “incorporate by reference” the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information.

We previously filed the following documents with the SEC, and such filings are incorporated by reference into this prospectus.

•

Annual Report on Form 10-K for the fiscal year ended September 30, 2022, filed November 15, 2022;

•

Joint proxy statement/prospectus, filed on November 30, 2022 (to the extent incorporated by reference into Part III of Annual Report on Form 10-K for the fiscal year ended September 30, 2022);

•

Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, filed February 7, 2023;

•

Current Reports on Form 8-K filed January 10, 2023, January 20, 2023, January 20, 2023 and January 23, 2023; and

•

The description of our common stock contained in our Registration Statement on Form 8-A (File No. 001-33901), filed on November 25, 2011, including any amendment or report filed for the purpose of updating such description.

We also incorporate by reference into this prospectus additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the filing of this prospectus until all of the securities offered by this prospectus have been sold or we otherwise terminate the offering of these securities, including all filings made after the date of the initial filing of the registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement; provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus and any accompanying prospectus supplement. Information that we subsequently file with the SEC will automatically update and may supersede information in this prospectus, any accompanying prospectus supplement and information previously filed with the SEC.

These filings may also be accessed on our website at www.oaktreespecialtylending.com. Except for documents incorporated by reference into this prospectus and any accompanying prospectus supplement, information contained on our website is not incorporated by reference into this prospectus. You may also request a copy of these filings (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents) at no cost by writing, emailing or calling Investor Relations at the following address and telephone number:

Investor Relations

Oaktree Specialty Lending Corporation

1301 Avenue of the Americas, 34th Floor

New York, NY 10019

(212) 284-1900

ocsl-ir@oaktreecapital.com

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form N-2, together with all amendments and related exhibits, under the Securities Act, with respect to our securities offered by this prospectus or any prospectus supplement. The registration statement contains additional information about us and our securities being offered by this prospectus or any prospectus supplement.

We file with or submit to the SEC annual, quarterly and current reports, proxy statements and other information meeting the informational requirements of the Exchange Act. The SEC maintains an Internet site that contains these reports, proxy and information statements and other information filed electronically by us with the SEC, which are available on the SEC’s website at http://www.sec.gov.

$125,000,000

OAKTREE SPECIALTY LENDING CORPORATION

Common Stock

PROSPECTUS SUPPLEMENT


Keefe, Bruyette & Woods	JMP Securities	Raymond James	SMBC Nikko
A Stifel Company	A CITIZENS COMPANY

February 8, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

424(b)(2)

(Form Type)

Oaktree Specialty Lending Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security

Type

Security Class Title

Fee
Calculation
or Carry
Forward
Rule

Maximum
Aggregate Offering
Price ⁽¹⁾

Fee Rate

Amount of
Registration
Fee ⁽³⁾

Equity

Common Stock, $0.01
par value per share

Rule 456(b), Rule 457(o), and Rule 457(r)

$125,000,000

$0.00011020

$13,775

Total Offering Amounts ⁽²⁾

$125,000,000

$0.00011020

$13,775

Total Fees Previously Paid

Total Fee Offsets

Net Fee Due

$13,775 ⁽³⁾

(1)

Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended, which permits the registration fee to be calculated on the basis of the maximum offering price of all the securities listed, the table does not specify by each class information as to the amount to be registered or the proposed maximum aggregate offering price per share.

(2)	In no event will the aggregate offering price of all securities issued from time to time pursuant to this prospectus supplement exceed $125,000,000.

(3)	Calculated pursuant to Rule 456(b), Rule 457(o) and Rule 457(r) under the Securities Act of 1933, as amended.