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
 
   S-1
   S‑2
   S‑7
   S‑9
   S‑13
   S‑15
   S‑17
   S‑18
   S‑21
   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
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, for tax purposes. As a RIC,
 
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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.
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
 
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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
 
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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, 28th 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.
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.
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

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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.

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 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.

 

i


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;

 

   

“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;

 

   

“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;

 

   

“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.

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.

 

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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.

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

 

2


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.

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 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

 

3


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.

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, 28th 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.

 

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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.

 

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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;

 

   

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.

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.

 

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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.

 

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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  

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.

 

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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

  Subordinated Debt, LIBOR+4.50% cash due 10/20/2028       7.67%       59,049       49,961       49,536     (6)(11)(15)(19)
     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)
     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)
     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    
            

 

 

   

 

 

   

 

9


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)
               1,080       324    
            

 

 

   

 

 

   
Non-Control/Non-Affiliate Investments                  (18)

107 Fair Street LLC

175 Broadway, Floor 1

Paterson, NJ 07505

   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)
               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)
            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)
     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

  First Lien Term Loan, LIBOR+7.00% cash due 10/31/2025       10.74%       27,349       27,064       27,240     (6)(15)
     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    
            

 

 

   

 

 

   

 

10


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)
     14,410 Common Units in RD Holding LP     0.34%           1,352       1,528     (15)
               15,515       15,488    
            

 

 

   

 

 

   

 

11


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

  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)
     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)
               12,711       12,903    
            

 

 

   

 

 

   

 

12


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)
    

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)
               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)
               9,747       9,081    
            

 

 

   

 

 

   
AMMC CLO 27    Multi-Sector Holdings              

301 E. Fourth St.

Cincinnati, OH 45202

  Class E Notes, SOFR+8.89% cash due 1/20/2036       13.49%       2,275       2,037       2,087     (6)(11)
               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    
            

 

 

   

 

 

   

 

13


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)
               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)
               2,951       2,558    
            

 

 

   

 

 

   
Apptio, Inc.    Application Software              

11100 NE 8th Street, Suite 600

Bellevue, WA 98004

  First Lien Term Loan, LIBOR+6.00% cash due 1/10/2025       9.94%       34,458       33,818       33,769     (6)(15)
     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

           
           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)
               2,353       1,928    
            

 

 

   

 

 

   

 

14


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)
               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)
               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)
     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)
               22,050       21,274    
            

 

 

   

 

 

   
Avalara, Inc.    Application Software              

255 South King St., Suite 1800

Seattle, WA 98104

  First Lien Term Loan, SOFR+7.25% cash due 10/19/2028       11.83%       41,467       40,466       40,430     (6)(15)
     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

  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)
     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    
            

 

 

   

 

 

   

 

15


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)
     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)
     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)
     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)
               30,300       26,391    
            

 

 

   

 

 

   

 

16


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)
     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)
               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)
     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    
               8,248       6,785    
            

 

 

   

 

 

   
Continental Intermodal Group LP    Oil & Gas Storage & Transportation              

209 W. 2nd Street, Box 282

Forth Worth, TX 76102

  First Lien Term Loan, LIBOR+8.50% cash due 1/28/2025       12.88%       19,992       19,286       17,893     (6)(15)
     Common Stock Warrants expiration date 7/28/2025           648       220     (15)
               19,934       18,113    
            

 

 

   

 

 

   

 

17


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

  First Lien Term Loan, LIBOR+5.00% cash due 1/4/2026       9.38%       11,882       11,684       6,963     (6)
               11,684       6,963    
            

 

 

   

 

 

   
Conviva Inc.   

Application Software

             

989 East Hillsdale Boulevard, Suite 400

Foster City, CA 94404

  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

  First Lien Term Loan, SOFR+6.125% cash due 12/13/2025       10.55%       13,677       13,527       13,344     (6)(15)
     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

  First Lien Term Loan, SOFR+5.00% cash due 9/20/2029       9.58%       10,336       9,733       9,711     (6)
                
               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)
     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              
     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    
            

 

 

   

 

 

   
                

 

18


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)
     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

  First Lien Term Loan, LIBOR+9.00% cash due 8/4/2026       13.73%       20,965       19,913       20,912     (6)(15)
     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)
     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)
               8,012       7,968    
            

 

 

   

 

 

   

 

19


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

  First Lien Term Loan, SOFR+4.75% cash due 4/26/2029       8.84%       4,988       4,897       4,607     (6)
               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)
               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    
            

 

 

   

 

 

   

 

20


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

  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)
     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)
               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)
     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    
            

 

 

   

 

 

   

 

21


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)
               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)
     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)
               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)
               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    
            

 

 

   

 

 

   
                
                
                

 

22


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

  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    
            

 

 

   

 

 

   

 

23


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

  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)
               34,394       30,059