UNITED STATES
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FORM
CURRENT REPORT
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Item 2.02. Results of Operations and Financial Condition.
On November 19, 2024, Oaktree Specialty Lending Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter and year ended September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1.
On November 19, 2024, the Company will host a conference call to discuss its financial results for the fiscal quarter and year ended September 30, 2024. In connection therewith, the Company provided an investor presentation on its website at http://www.oaktreespecialtylending.com. A copy of the investor presentation is attached hereto as Exhibit 99.2.
The information disclosed under this Item 2.02, including Exhibits 99.1 and 99.2 hereto, is being “furnished” and is not deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits | |
99.1 | Press release of Oaktree Specialty Lending Corporation dated November 19, 2024 | |
99.2 | Oaktree Specialty Lending Corporation Fourth Quarter and Fiscal Year 2024 Earnings Presentation | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OAKTREE SPECIALTY LENDING CORPORATION | ||||||
Date: November 19, 2024 | By: | /s/ Christopher McKown | ||||
Name: Christopher McKown | ||||||
Title: Chief Financial Officer and Treasurer |
Exhibit 99.1
Oaktree Specialty Lending Corporation Announces Fourth Fiscal Quarter and Full Year 2024
Financial Results and Declares Quarterly Distribution of $0.55 Per Share
LOS ANGELES, CA, November 19, 2024 - Oaktree Specialty Lending Corporation (NASDAQ: OCSL) (Oaktree Specialty Lending or the Company), a specialty finance company, today announced its financial results for the fiscal quarter and year ended September 30, 2024.
Financial Highlights for the Quarter and Year Ended September 30, 2024
| Total investment income was $94.7 million ($1.15 per share) and $381.7 million ($4.75 per share) for the fourth fiscal quarter of 2024 and full year, as compared with $95.0 million ($1.16 per share) and $379.3 million ($5.26 per share) for the third fiscal quarter of 2024 and full year of 2023. Adjusted total investment income was $95.0 million ($1.16 per share) and $385.9 million ($4.80 per share) for the fourth fiscal quarter and full year ended September 30, 2024, as compared with $95.6 million ($1.17 per share) and $376.4 million ($5.22 per share) for the third fiscal quarter of 2024 and full year of 2023. The decrease for the quarter was primarily driven by lower interest income due to the impact of certain investments that were placed on non-accrual status, partially offset by higher original issue discount (OID) acceleration from investment repayments and higher prepayment fee income. The increase for the full year was primarily driven by higher interest income, which was attributable to a larger investment portfolio and higher OID acceleration from investment repayments, higher prepayment and amendment fees and higher dividend income from the Companys investment in Senior Loan Fund JV I, LLC (SLF JV I). This was partially offset by the impact of certain investments that were placed on non-accrual status. |
| GAAP net investment income was $44.9 million ($0.55 per share) and $175.1 million ($2.18 per share) for the fourth fiscal quarter and full year, as compared with $44.6 million ($0.54 per share) and $180.7 million ($2.51 per share) for the third fiscal quarter of 2024 and full year of 2023. The increase for the quarter was primarily driven by lower management fees (net of fees waived) and lower interest expense, partially offset by higher income-based (Part I) incentive fees (net of fees waived) and lower total investment income. The decrease for the full year was primarily driven by higher interest expense, partially offset by higher total investment income, lower management fees and part I incentive fees (net of fees waived) and lower operating expenses. |
| Adjusted net investment income was $45.2 million ($0.55 per share) and $179.3 million and ($2.23 per share) for the fourth fiscal quarter and full year, as compared with $45.2 million ($0.55 per share) and $177.8 million ($2.47 per share) for the third fiscal quarter of 2024 and full year of 2023. The increase on a total dollar basis for the full year was primarily driven by higher adjusted total investment income, lower management fees and part I incentive fees (net of fees waived) and lower operating expenses, partially offset by higher interest expense. |
| Net asset value (NAV) per share was $18.09 as of September 30, 2024, down as compared with $18.19 and $19.63 as of June 30, 2024 and September 30, 2023, respectively. The decline from June 30, 2024 and September 30, 2023 primarily reflected losses on certain debt and equity investments. |
| Waived part I incentive fees of $1.2 million for the quarter ended September 30, 2024, and, effective July 1, 2024, base management fees were reduced from an annual rate of 1.50% to 1.00% of total gross assets, excluding cash and cash equivalents. |
| Originated $259.0 million of new investment commitments and received $338.3 million of proceeds from prepayments, exits, other paydowns and sales during the quarter ended September 30, 2024. The weighted average yield on new debt investments was 9.9%. |
| Total debt outstanding was $1,660.0 million as of September 30, 2024. The total debt to equity ratio was 1.12x, and the net debt to equity ratio was 1.07x, after adjusting for cash and cash equivalents. |
| Liquidity as of September 30, 2024 was composed of $64.0 million of unrestricted cash and cash equivalents and $907.5 million of undrawn capacity under the Companys credit facilities (subject to borrowing base and other limitations). Unfunded investment commitments were $311.4 million, or $284.3 million excluding unfunded commitments to the Companys joint ventures. Of the $284.3 million, approximately $247.6 million can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions. |
| A quarterly cash distribution was declared of $0.55 per share. The distribution is payable in cash on December 31, 2024 to stockholders of record on December 16, 2024. |
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Armen Panossian, Chief Executive Officer and Co-Chief Investment Officer said, The results for our fourth fiscal quarter were supported by a combination of robust origination activity and ongoing loan sales and repayments. We invested $259 million and realized $338 million from sales and repayments, underscoring the strength of our origination platform and investment process. In addition to this being our first quarter with our lower base management fee, we have announced another discretionary fee waiver as part of our commitment to maintaining shareholder value.
During the quarter, we successfully restructured several names that were previously on non-accrual status, Panossian noted. However, unique challenges that impacted a handful of additional portfolio companies caused a slight decline in NAV and additional names on non-accrual status. While this has been a challenging year, we remain confident in the overall credit quality of our portfolio and in our ability to achieve successful outcomes for our shareholders by leveraging the extensive resources and turnaround expertise of the Oaktree platform.
Distribution Declaration
The Board of Directors declared a quarterly distribution of $0.55 per share. The distribution is payable in cash on December 31, 2024 to stockholders of record on December 16, 2024.
Distributions are paid primarily from distributable (taxable) income. To the extent taxable earnings for a fiscal taxable year fall below the total amount of distributions for that fiscal year, a portion of those distributions may be deemed a return of capital to the Companys stockholders.
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Results of Operations
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For the three months ended | For the year ended | |||||||||||||||||||
($ in thousands, except per share data) | September 30, 2024 (unaudited) |
June 30, 2024 (unaudited) |
September 30, 2023 (unaudited) |
September 30, 2024 |
September 30, 2023 |
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GAAP operating results: |
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Interest income |
$ | 83,626 | $ | 85,953 | $ | 94,732 | $ | 346,249 | $ | 348,765 | ||||||||||
PIK interest income |
6,018 | 6,149 | 5,544 | 20,832 | 19,764 | |||||||||||||||
Fee income |
3,897 | 1,460 | 572 | 9,210 | 6,546 | |||||||||||||||
Dividend income |
1,144 | 1,404 | 1,057 | 5,374 | 4,211 | |||||||||||||||
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Total investment income |
94,685 | 94,966 | 101,905 | 381,665 | 379,286 | |||||||||||||||
Net expenses |
49,764 | 50,391 | 54,407 | 206,613 | 198,511 | |||||||||||||||
Excise tax |
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Net investment income |
44,921 | 44,575 | 47,498 | 175,052 | 180,697 | |||||||||||||||
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Net realized and unrealized gains (losses), net of taxes |
(8,008) | (43,455) | (1,546) | (117,147) | (63,366) | |||||||||||||||
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Net increase (decrease) in net assets resulting from operations |
$ | 36,913 | $ | 1,120 | $ | 45,952 | $ | 57,905 | $ | 117,331 | ||||||||||
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Total investment income per common share |
$ | 1.15 | $ | 1.16 | $ | 1.32 | $ | 4.75 | $ | 5.26 | ||||||||||
Net investment income per common share |
$ | 0.55 | $ | 0.54 | $ | 0.62 | $ | 2.18 | $ | 2.51 | ||||||||||
Net realized and unrealized gains (losses), net of taxes per common share |
$ | (0.10) | $ | (0.53) | $ | (0.02) | $ | (1.46) | $ | (0.88) | ||||||||||
Earnings (loss) per common share basic and diluted |
$ | 0.45 | $ | 0.01 | $ | 0.60 | $ | 0.72 | $ | 1.63 | ||||||||||
Non-GAAP Financial Measures1: |
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Adjusted total investment income |
$ | 95,000 | $ | 95,573 | $ | 102,157 | $ | 385,927 | $ | 376,389 | ||||||||||
Adjusted net investment income |
$ | 45,236 | $ | 45,182 | $ | 47,750 | $ | 179,314 | $ | 177,800 | ||||||||||
Adjusted net realized and unrealized gains (losses), net of taxes |
$ | (8,322) | $ | (44,055) | $ | (1,668) | $ | (120,579) | $ | (40,175) | ||||||||||
Adjusted earnings (loss) |
$ | 36,914 | $ | 1,127 | $ | 46,082 | $ | 58,735 | $ | 137,625 | ||||||||||
Adjusted total investment income per share |
$ | 1.16 | $ | 1.17 | $ | 1.32 | $ | 4.80 | $ | 5.22 | ||||||||||
Adjusted net investment income per share |
$ | 0.55 | $ | 0.55 | $ | 0.62 | $ | 2.23 | $ | 2.47 | ||||||||||
Adjusted net realized and unrealized gains (losses), net of taxes per share |
$ | (0.10) | $ | (0.54) | $ | (0.02) | $ | (1.50) | $ | (0.56) | ||||||||||
Adjusted earnings (loss) per share |
$ | 0.45 | $ | 0.01 | $ | 0.60 | $ | 0.73 | $ | 1.91 |
1 See Non-GAAP Financial Measures below for a description of the non-GAAP measures and the reconciliations from the most comparable GAAP financial measures to the Companys non-GAAP measures, including on a per share basis. The Companys management uses these non-GAAP financial measures internally to analyze and evaluate financial results and performance and believes that these non-GAAP financial measures are useful to investors as an additional tool to evaluate ongoing results and trends for the Company and to review the Companys performance without giving effect to non-cash income/gain/loss resulting from the merger of Oaktree Strategic Income Corporation (OCSI) with and into the Company in March 2021 (the OCSI Merger) and the merger of Oaktree Strategic Income II, Inc. (OSI2) with and into the Company in January 2023 (the OSI2 Merger) and, in the case of adjusted net investment income, without giving effect to capital gains incentive fees. The presentation of non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.
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As of | ||||||||||||||||
($ in thousands, except per share data and ratios) | September 30, 2024 | June 30, 2024 (unaudited) |
September 30, 2023 | |||||||||||||
Select balance sheet and other data: |
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Cash and cash equivalents |
$ | 63,966 | $ | 96,321 | $ | 136,450 | ||||||||||
Investment portfolio at fair value |
3,021,279 | 3,121,703 | 2,892,420 | |||||||||||||
Total debt outstanding (net of unamortized financing costs) |
1,638,693 | 1,697,164 | 1,600,731 | |||||||||||||
Net assets |
1,487,811 | 1,496,133 | 1,515,764 | |||||||||||||
Net asset value per share |
18.09 | 18.19 | 19.63 | |||||||||||||
Total debt to equity ratio |
1.12x | 1.16x | 1.10x | |||||||||||||
Net debt to equity ratio |
1.07x | 1.10x | 1.01x |
Adjusted total investment income for the quarter ended September 30, 2024 was $95.0 million and included $84.0 million of interest income from portfolio investments, $6.0 million of payment-in-kind (PIK) interest income, $3.9 million of fee income and $1.1 million of dividend income. The $0.6 million quarterly decline in adjusted total investment income was attributable to a $2.7 million decrease in interest income, which resulted from the impact of certain investments that were placed on non-accrual status and was partially offset by higher OID acceleration from investment repayments, and $0.3 million of lower dividend income from the Companys investment in SLF JV I. This was partially offset by $2.4 million of higher fee income mainly driven by higher prepayment fees.
Adjusted total investment income for the full year ended September 30, 2024 was $385.9 million and included $350.5 million of interest income from portfolio investments, $20.8 million of PIK interest income, $9.2 million of fee income and $5.4 million of dividend income. The $9.5 million year-over-year increase in adjusted total investment income was attributable to a $5.7 million increase in interest income, which was attributable to a larger investment portfolio and higher OID acceleration from investment repayments and was partially offset by the impact of certain investments that were placed on non-accrual status. Also
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contributing to the increase was $2.7 million of higher fee income from higher prepayment and amendment fees and a $1.1 million increase in dividend income from the Companys investment in SLF JV I.
Net expenses for the quarter ended September 30, 2024 totaled $49.8 million, down $0.6 million from the quarter ended June 30, 2024. The decrease for the quarter was primarily driven by $2.5 million of lower management fees (net of fees waived), $0.5 million of lower interest expense due to the decrease in borrowings outstanding and lower reference rates and $0.2 million of lower professional fees, partially offset by $2.6 million of higher part I incentive fees (net of fees waived).
Net expenses for the full-year ended September 30, 2024 totaled $206.6 million, up $8.1 million from the year ended September 30, 2023. The increase for the year was primarily driven by $17.0 million of higher interest expense due to the impact of rising interest rates on the Companys floating rate liabilities, partially offset by $5.5 million of lower part I incentive fees (net of fees waived) as a result of part I incentive fees waived by Oaktree during the year, $1.2 million of lower management fees (net of fees waived) and a $2.2 million decrease in operating expenses.
Adjusted net investment income was $45.2 million ($0.55 per share) for the quarter ended September 30, 2024, which was flat as compared to the quarter ended June 30, 2024.
Adjusted net investment income was $179.3 million ($2.23 per share) for the full year ended September 30, 2024, as compared to $177.8 million ($2.47 per share) for the year ended September 30, 2023. The increase of $1.5 million for the year reflected $9.5 million of higher adjusted total investment income, partially offset by $8.1 million of higher net expenses. The per share decrease for the year was driven by an increase in weighted average shares outstanding from the issuance of common shares.
Adjusted net realized and unrealized losses, net of taxes, was $8.3 million for the quarter ended September 30, 2024, primarily reflecting realized and unrealized losses on certain debt and equity investments. Adjusted net realized and unrealized losses, net of taxes, was $120.6 million for the year ended September 30, 2024, primarily reflecting realized and unrealized losses on certain debt and equity investments.
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Portfolio and Investment Activity
As of | |||||||||||||||
($ in thousands) |
September 30, 2024 (unaudited) |
June 30, 2024 (unaudited) |
September 30, 2023 (unaudited) | ||||||||||||
Investments at fair value |
$ | 3,021,279 | $ | 3,121,703 | $ | 2,892,420 | |||||||||
Number of portfolio companies |
144 | 158 | 143 | ||||||||||||
Average portfolio company debt size |
$ | 22,000 | $ | 19,900 | $ | 19,800 | |||||||||
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Asset class: |
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First lien debt |
81.7 | % | 82.5 | % | 76.4 | % | |||||||||
Second lien debt |
3.5 | % | 3.5 | % | 10.1 | % | |||||||||
Unsecured debt |
3.6 | % | 3.8 | % | 1.9 | % | |||||||||
Equity |
5.0 | % | 4.2 | % | 5.0 | % | |||||||||
JV interests |
6.1 | % | 6.0 | % | 6.6 | % | |||||||||
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Non-accrual debt investments: |
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Non-accrual investments at fair value |
$ | 114,292 | $ | 110,599 | $ | 48,743 | |||||||||
Non-accrual investments at cost |
140,748 | 172,827 | 68,397 | ||||||||||||
Non-accrual investments as a percentage of debt investments at fair value |
4.0 | % | 3.7 | % | 1.8 | % | |||||||||
Non-accrual investments as a percentage of debt investments at cost |
4.9 | % | 5.7 | % | 2.4 | % | |||||||||
Number of investments on non-accrual |
9 | 8 | 4 | ||||||||||||
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Interest rate type: |
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Percentage floating-rate |
88.4 | % | 85.3 | % | 86.2 | % | |||||||||
Percentage fixed-rate |
11.6 | % | 14.7 | % | 13.8 | % | |||||||||
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Yields: |
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Weighted average yield on debt investments1 |
11.2 | % | 11.9 | % | 12.7 | % | |||||||||
Cash component of weighted average yield on debt investments |
10.0 | % | 10.6 | % | 11.2 | % | |||||||||
Weighted average yield on total portfolio investments2 |
10.7 | % | 11.5 | % | 12.0 | % | |||||||||
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Investment activity: |
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New investment commitments |
$ | 259,000 | $ | 338,700 | $ | 87,500 | |||||||||
New funded investment activity3 |
$ | 232,700 | $ | 293,200 | $ | 117,100 | |||||||||
Proceeds from prepayments, exits, other paydowns and sales |
$ | 338,300 | $ | 185,500 | $ | 364,400 | |||||||||
Net new investments4 |
$ | (105,600 | ) | $ | 107,700 | $ | (247,300 | ) | |||||||
Number of new investment commitments in new portfolio companies |
9 | 11 | 3 | ||||||||||||
Number of new investment commitments in existing portfolio companies |
10 | 9 | 3 | ||||||||||||
Number of portfolio company exits |
23 | 3 | 16 |
1 | Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments, including the Companys share of the return on debt investments in SLF JV I and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see Non-GAAP Financial Measures below) for the assets acquired in connection with the OCSI Merger and OSI2 Merger. |
2 | Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments and dividend income, including the Companys share of the return on debt investments in SLF JV I and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 for the assets acquired in connection with the OCSI Merger and OSI2 Merger. |
3 | New funded investment activity includes drawdowns on existing revolver and delayed draw term loan commitments. |
4 | Net new investments consists of new funded investment activity less proceeds from prepayments, exits, other paydowns and sales. |
As of September 30, 2024, the fair value of the investment portfolio was $3.0 billion and was composed of investments in 144 companies. These included debt investments in 122 companies, equity investments in 42 companies, and the Companys joint venture investments in SLF JV I and OCSI Glick JV LLC (Glick JV). 22 of the equity investments were in companies in which the Company also had a debt investment.
As of September 30, 2024, 94.2% of the Companys portfolio at fair value consisted of debt investments, including 81.7% of first lien loans, 3.5% of second lien loans and 9.0% of unsecured debt investments, including the debt investments in SLF JV I and Glick JV. This compared to 82.5% of first lien loans, 3.5% of second lien loans and 9.0% of unsecured debt investments, including the debt investments in SLF JV I and Glick JV, as of June 30, 2024.
As of September 30, 2024, there were nine investments on non-accrual status, which represented 4.9% and 4.0% of the debt portfolio at cost and fair value, respectively. This is up from eight investments on non-accrual status in the prior quarter, which represented 5.7% and 3.7% of the debt portfolio at cost and fair value, respectively.
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SLF JV I
The Companys investments in SLF JV I totaled $135.2 million at fair value as of September 30, 2024, down 2.4% from $138.5 million as of June 30, 2024. The decrease was primarily driven by SLF JV Is use of leverage and unrealized depreciation in the underlying investment portfolio.
As of September 30, 2024, SLF JV I had $375.8 million in assets, including senior secured loans to 48 portfolio companies. This compared to $390.8 million in assets, including senior secured loans to 49 portfolio companies, as of June 30, 2024. SLF JV I generated cash interest income of $3.6 million for the Company during the quarter ended September 30, 2024, up from $3.5 million in the prior quarter. In addition, SLF JV I generated dividend income of $1.1 million for the Company during the quarter ended September 30, 2024, down from $1.4 million in the prior quarter. As of September 30, 2024, SLF JV I had $70.0 million of undrawn capacity (subject to borrowing base and other limitations) on its $270 million senior revolving credit facility, and its debt to equity ratio was 1.4x.
Glick JV
The Companys investments in Glick JV totaled $48.9 million at fair value as of September 30, 2024, down 2.0% from $49.9 million as of June 30, 2024. The decrease was primarily driven by Glick JVs use of leverage and unrealized depreciation in the underlying investment portfolio.
As of September 30, 2024, Glick JV had $145.0 million in assets, including senior secured loans to 44 portfolio companies. This compared to $150.2 million in assets, including senior secured loans to 45 portfolio companies, as of June 30, 2024. Glick JV generated cash interest income of $1.5 million during the quarter ended September 30, 2024, consistent with the prior quarter. As of September 30, 2024, Glick JV had $21.0 million of undrawn capacity (subject to borrowing base and other limitations) on its $100 million senior revolving credit facility, and its debt to equity ratio was 1.5x.
Liquidity and Capital Resources
As of September 30, 2024, the Company had total principal value of debt outstanding of $1,660.0 million, including $710.0 million of outstanding borrowings under its revolving credit facilities, $300.0 million of the 3.500% Notes due 2025, $350.0 million of the 2.700% Notes due 2027 and $300.0 million of the 7.100% Notes due 2029. The funding mix was composed of 43% secured and 57% unsecured borrowings as of September 30, 2024. The Company was in compliance with all financial covenants under its credit facilities as of September 30, 2024.
As of September 30, 2024, the Company had $64.0 million of unrestricted cash and cash equivalents and $907.5 million of undrawn capacity on its credit facilities (subject to borrowing base and other limitations). As of September 30, 2024, unfunded investment commitments were $311.4 million, or $284.3 million excluding unfunded commitments to the Companys joint ventures. Of the $284.3 million, approximately $247.6 million could be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions. The Company has analyzed cash and cash equivalents, availability under its credit facilities, the ability to rotate out of certain assets and amounts of unfunded commitments that could be drawn and believes its liquidity and capital resources are sufficient to invest in market opportunities as they arise.
As of September 30, 2024, the weighted average interest rate on debt outstanding, including the effect of the interest rate swap agreements, was 6.7%, down from 7.0% as of June 30, 2024, primarily driven by the impact of lower interest rates on the Companys floating rate liabilities.
The Companys total debt to equity ratio was 1.12x and 1.16x as of each of September 30, 2024 and June 30, 2024, respectively. The Companys net debt to equity ratio was 1.07x and 1.10x as of each of September 30, 2024 and June 30, 2024, respectively.
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Non-GAAP Financial Measures
On a supplemental basis, the Company is disclosing certain adjusted financial measures, each of which is calculated and presented on a basis of methodology other than in accordance with GAAP (non-GAAP). The Companys management uses these non-GAAP financial measures internally to analyze and evaluate financial results and performance and believes that these non-GAAP financial measures are useful to investors as an additional tool to evaluate ongoing results and trends for the Company and to review the Companys performance without giving effect to non-cash income/gain/loss resulting from the OCSI Merger and the OSI2 Merger and in the case of adjusted net investment income, without giving effect to capital gains incentive fees. The presentation of the below non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.
| Adjusted Total Investment Income and Adjusted Total Investment Income Per Share represents total investment income excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OCSI Merger and the OSI2 Merger. |
| Adjusted Net Investment Income and Adjusted Net Investment Income Per Share represents net investment income, excluding (i) any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OCSI Merger and the OSI2 Merger and (ii) capital gains incentive fees (Part II incentive fees). |
| Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes and Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes Per Share represents net realized and unrealized gains (losses) net of taxes excluding any net realized and unrealized gains (losses) resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OCSI Merger and the OSI2 Merger. |
| Adjusted Earnings (Loss) and Adjusted Earnings (Loss) Per Share represents the sum of (i) Adjusted Net Investment Income and (ii) Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes and includes the impact of Part II incentive fees1, if any. |
The OCSI Merger and the OSI2 Merger (the Mergers) were accounted for as asset acquisitions in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business CombinationsRelated Issues (ASC 805). The consideration paid to each of the stockholders of OCSI and OSI2 were allocated to the individual assets acquired and liabilities assumed based on the relative fair values of the net identifiable assets acquired other than non-qualifying assets, which established a new cost basis for the acquired investments under ASC 805 that, in aggregate, was different than the historical cost basis of the acquired investments prior to the OCSI Merger or the OSI2 Merger, as applicable. Additionally, immediately following the completion of the Mergers, the acquired investments were marked to their respective fair values under ASC 820, Fair Value Measurements, which resulted in unrealized appreciation/depreciation. The new cost basis established by ASC 805 on debt investments acquired will accrete/amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized appreciation/depreciation on such investment acquired through its ultimate disposition. The new cost basis established by ASC 805 on equity investments acquired will not accrete/amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized gain/loss with a corresponding reversal of the unrealized appreciation/depreciation on disposition of such equity investments acquired.
The Companys management uses the non-GAAP financial measures described above internally to analyze and evaluate financial results and performance and to compare its financial results with those of other business development companies that have not adjusted the cost basis of certain investments pursuant to ASC 805. The Companys management believes Adjusted Total Investment Income, Adjusted Total Investment Income Per Share, Adjusted Net Investment Income and Adjusted Net Investment Income Per Share are useful to investors as an additional tool to evaluate ongoing results and trends for the Company without giving effect to the income resulting from the new cost basis of the investments acquired in the Mergers because these amounts do not impact the fees payable to Oaktree Fund Advisors, LLC (the Adviser) under its investment advisory agreement (as amended and restated from time to time, the A&R Advisory Agreement), and specifically as its relates to Adjusted Net Investment Income and Adjusted Net Investment Income Per Share, without giving effect to Part II incentive fees. In addition, the Companys management believes that Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes, Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes Per Share, Adjusted Earnings (Loss) and Adjusted Earnings (Loss) Per Share are useful to investors as they exclude the non-cash income and gain/loss resulting from the Mergers and are used by management to evaluate the economic earnings of its
1 Adjusted earnings (loss) includes accrued Part II incentive fees. As of and for the three months ended September 30, 2024, there was no accrued Part II incentive fee liability. Part II incentive fees are contractually calculated and paid at the end of the fiscal year in accordance with the A&R Advisory Agreement, which differs from Part II incentive fees accrued under GAAP. For the year ended September 30, 2024, no amounts were payable under the A&R Advisory Agreement.
7
investment portfolio. Moreover, these metrics more closely align the Companys key financial measures with the calculation of incentive fees payable to the Adviser under with the A&R Advisory Agreement (i.e., excluding amounts resulting solely from the lower cost basis of the acquired investments established by ASC 805 that would have been to the benefit of the Adviser absent such exclusion).
The following table provides a reconciliation of total investment income (the most comparable U.S. GAAP measure) to adjusted total investment income for the periods presented:
For the three months ended | For the year ended | |||||||||||||||||||||||||||||||||||||||
September 30, 2024 (unaudited) |
June 30, 2024 (unaudited) |
September 30, 2023 (unaudited) |
September 30, 2024 | September 30, 2023 | ||||||||||||||||||||||||||||||||||||
($ in thousands, except per share data) |
Amount | Per Share | Amount | Per Share | Amount | Per Share | Amount | Per Share | Amount | Per Share | ||||||||||||||||||||||||||||||
GAAP total investment income |
$ | 94,685 | $ | 1.15 | $ | 94,966 | $ | 1.16 | $ | 101,905 | $ | 1.32 | $ | 381,665 | $ | 4.75 | $ | 379,286 | $ | 5.26 | ||||||||||||||||||||
Interest income amortization (accretion) related to merger accounting adjustments |
315 | | 607 | 0.01 | 252 | | 4,262 | 0.05 | (2,897 | ) | (0.04 | ) | ||||||||||||||||||||||||||||
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Adjusted total investment income |
$ | 95,000 | $ | 1.16 | $ | 95,573 | $ | 1.17 | $ | 102,157 | $ | 1.32 | $ | 385,927 | $ | 4.80 | $ | 376,389 | $ | 5.22 | ||||||||||||||||||||
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The following table provides a reconciliation of net investment income (the most comparable U.S. GAAP measure) to adjusted net investment income for the periods presented:
For the three months ended | For the year ended | |||||||||||||||||||||||||||||||||||||||
September 30, 2024 (unaudited) |
June 30, 2024 (unaudited) |
September 30, 2023 (unaudited) |
September 30, 2024 | September 30, 2023 | ||||||||||||||||||||||||||||||||||||
($ in thousands, except per share |
Amount | Per Share | Amount | Per Share | Amount | Per Share | Amount | Per Share | Amount | Per Share | ||||||||||||||||||||||||||||||
GAAP net investment income |
$ | 44,921 | $ | 0.55 | $ | 44,575 | $ | 0.54 | $ | 47,498 | $ | 0.62 | $ | 175,052 | $ | 2.18 | $ | 180,697 | $ | 2.51 | ||||||||||||||||||||
Interest income amortization (accretion) related to merger accounting adjustments |
315 | | 607 | 0.01 | 252 | | 4,262 | 0.05 | (2,897 | ) | (0.04 | ) | ||||||||||||||||||||||||||||
Part II incentive fee |
| | | | | | | | | | ||||||||||||||||||||||||||||||
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Adjusted net investment income |
$ | 45,236 | $ | 0.55 | $ | 45,182 | $ | 0.55 | $ | 47,750 | $ | 0.62 | $ | 179,314 | $ | 2.23 | $ | 177,800 | $ | 2.47 | ||||||||||||||||||||
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The following table provides a reconciliation of net realized and unrealized gains (losses), net of taxes (the most comparable U.S. GAAP measure) to adjusted net realized and unrealized gains (losses), net of taxes for the periods presented:
For the three months ended | For the year ended | |||||||||||||||||||||||||||||||||||||||
September 30, 2024 (unaudited) |
June 30, 2024 (unaudited) |
September 30, 2023 (unaudited) |
September 30, 2024 | September 30, 2023 | ||||||||||||||||||||||||||||||||||||
($ in thousands, except per share data) | Amount | Per Share | Amount | Per Share | Amount | Per Share | Amount | Per Share | Amount | Per Share | ||||||||||||||||||||||||||||||
GAAP net realized and unrealized gains (losses), net of taxes |
$ | (8,008 | ) | $ | (0.10 | ) | $ | (43,455 | ) | $ | (0.53 | ) | $ | (1,546 | ) | $ | (0.02 | ) | $ | (117,147 | ) | $ | (1.46 | ) | $ | (63,366 | ) | $ | (0.88 | ) | ||||||||||
Net realized and unrealized gains (losses) related to merger accounting adjustments |
(314 | ) | | (600 | ) | (0.01 | ) | (122 | ) | | (3,432 | ) | (0.04 | ) | 23,191 | 0.32 | ||||||||||||||||||||||||
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Adjusted net realized and unrealized gains (losses), net of taxes |
$ | (8,322 | ) | $ | (0.10 | ) | $ | (44,055 | ) | $ | (0.54 | ) | $ | (1,668 | ) | $ | (0.02 | ) | $ | (120,579 | ) | $ | (1.50 | ) | $ | (40,175 | ) | $ | (0.56 | ) | ||||||||||
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The following table provides a reconciliation of net increase (decrease) in net assets resulting from operations (the most comparable U.S. GAAP measure) to adjusted earnings (loss) for the periods presented:
For the three months ended | For the year ended | |||||||||||||||||||||||||||||||||||||||
September 30, 2024 (unaudited) |
June 30, 2024 (unaudited) |
September 30, 2023 (unaudited) |
September 30, 2024 | September 30, 2023 | ||||||||||||||||||||||||||||||||||||
($ in thousands, except per share data) | Amount | Per Share | Amount | Per Share | Amount | Per Share | Amount | Per Share |
Amount | Per Share | ||||||||||||||||||||||||||||||
Net increase (decrease) in net assets resulting from operations |
$ | 36,913 | $ | 0.45 | $ | 1,120 | $ | 0.01 | $ | 45,952 | $ | 0.60 | $ | 57,905 | $ | 0.72 | $ | 117,331 | $ | 1.63 | ||||||||||||||||||||
Interest income amortization (accretion) related to merger accounting adjustments |
315 | | 607 | 0.01 | 252 | | 4,262 | 0.05 | (2,897 | ) | (0.04 | ) | ||||||||||||||||||||||||||||
Net realized and unrealized gains (losses) related to merger accounting adjustments |
(314 | ) | | (600 | ) | (0.01 | ) | (122 | ) | | (3,432 | ) | (0.04 | ) | 23,191 | 0.32 | ||||||||||||||||||||||||
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Adjusted earnings (loss) |
$ | 36,914 | $ | 0.45 | $ | 1,127 | $ | 0.01 | $ | 46,082 | $ | 0.60 | $ | 58,735 | $ | 0.73 | $ | 137,625 | $ | 1.91 | ||||||||||||||||||||
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8
Conference Call Information
Oaktree Specialty Lending will host a conference call to discuss its fourth fiscal quarter and full year ended September 30, 2024 results at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time on November 19, 2024. The conference call may be accessed by dialing (877) 507-3275 (U.S. callers) or +1 (412) 317-5238 (non-U.S. callers). All callers will need to reference Oaktree Specialty Lending once connected with the operator. Alternatively, a live webcast of the conference call can be accessed through the Investors section of Oaktree Specialty Lendings website, www.oaktreespecialtylending.com. During the conference call, the Company intends to refer to an investor presentation that will be available on the Investors section of its website.
For those individuals unable to listen to the live broadcast of the conference call, a replay will be available on Oaktree Specialty Lendings website, or by dialing (877) 344-7529 (U.S. callers) or +1 (412) 317-0088 (non-U.S. callers), access code 1211943, beginning approximately one hour after the broadcast.
About Oaktree Specialty Lending Corporation
Oaktree Specialty Lending Corporation (NASDAQ:OCSL) is a specialty finance company dedicated to providing customized one-stop credit solutions to companies with limited access to public or syndicated capital markets. The Companys investment objective is to generate current income and capital appreciation by providing companies with flexible and innovative financing solutions including first and second lien loans, unsecured and mezzanine loans, and preferred equity. The Company is regulated as a business development company under the Investment Company Act of 1940, as amended, and is externally managed by Oaktree Fund Advisors, LLC, an affiliate of Oaktree Capital Management, L.P. For additional information, please visit Oaktree Specialty Lendings website at www.oaktreespecialtylending.com.
Forward-Looking Statements
Some of the statements in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to: future operating results of the Company and distribution projections; business prospects of the Company and the prospects of its portfolio companies; and the impact of the investments that the Company expects to make. In addition, words such as anticipate, believe, expect, seek, plan, should, estimate, project and intend indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this press release involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) changes in the economy, financial markets and political environment, including the impacts of inflation and elevated interest rates; (ii) risks associated with possible disruption in the operations of the Company or the economy generally due to terrorism, war or other geopolitical conflict (including the current conflicts in Ukraine and Israel), natural disasters, pandemics or cybersecurity incidents; (iii) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (iv) conditions in the Companys operating areas, particularly with respect to business development companies or regulated investment companies; and (v) other considerations that may be disclosed from time to time in the Companys publicly disseminated documents and filings. The Company has based the forward-looking statements included in this press release on information available to it on the date of this press release, and the Company assumes no obligation to update any such forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that it may make directly to you or through reports that the Company in the future may file with the Securities and Exchange Commission, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Contacts
Investor Relations:
Oaktree Specialty Lending Corporation
Dane Kleven
(213) 356-3260
ocsl-ir@oaktreecapital.com
Media Relations:
Financial Profiles, Inc.
Moira Conlon
(310) 478-2700
mediainquiries@oaktreecapital.com
9
Oaktree Specialty Lending Corporation
Consolidated Statements of Assets and Liabilities
(in thousands, except per share amounts)
September 30, 2024 | June 30, 2024 (unaudited) |
September 30, 2023 | ||||||||||
ASSETS | ||||||||||||
Investments at fair value: |
||||||||||||
Control investments (cost September 30, 2024: $372,901; cost June 30, 2024: $369,660; cost September 30, 2023: $345,245) |
$ | 289,404 | $ | 299,072 | $ | 297,091 | ||||||
Affiliate investments (cost September 30, 2024: $38,175; cost June 30, 2024: $38,101; cost September 30, 2023: $24,898) |
35,677 | 35,396 | 23,349 | |||||||||
Non-control/Non-affiliate investments (cost September 30, 2024: $2,733,843; cost June 30, 2024: $2,885,171; cost September 30, 2023: $2,673,976) |
2,696,198 | 2,787,235 | 2,571,980 | |||||||||
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|
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Total investments at fair value (cost September 30, 2024: $3,144,919; June 30, 2024: $3,292,932; cost September 30, 2023: $3,044,119) |
3,021,279 | 3,121,703 | 2,892,420 | |||||||||
Cash and cash equivalents |
63,966 | 96,321 | 136,450 | |||||||||
Restricted cash |
14,577 | 10,993 | 9,089 | |||||||||
Interest, dividends and fees receivable |
38,804 | 27,609 | 44,570 | |||||||||
Due from portfolio companies |
12,530 | 954 | 6,317 | |||||||||
Receivables from unsettled transactions |
17,548 | 18,760 | 55,441 | |||||||||
Due from broker |
17,060 | 30,310 | 54,260 | |||||||||
Deferred financing costs |
11,677 | 12,418 | 12,541 | |||||||||
Deferred offering costs |
125 | 78 | 160 | |||||||||
Derivative assets at fair value |
| 436 | 4,910 | |||||||||
Other assets |
775 | 2,599 | 1,681 | |||||||||
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Total assets |
$ | 3,198,341 | $ | 3,322,181 | $ | 3,217,839 | ||||||
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LIABILITIES AND NET ASSETS | ||||||||||||
Liabilities: |
||||||||||||
Accounts payable, accrued expenses and other liabilities |
$ | 3,492 | $ | 4,070 | $ | 2,950 | ||||||
Base management fee and incentive fee payable |
15,517 | 15,415 | 19,547 | |||||||||
Due to affiliate |
4,088 | 4,803 | 4,310 | |||||||||
Interest payable |
16,231 | 19,329 | 16,007 | |||||||||
Payables from unsettled transactions |
15,666 | 51,595 | 11,006 | |||||||||
Derivative liabilities at fair value |
16,843 | 33,672 | 47,519 | |||||||||
Deferred tax liability |
| | 5 | |||||||||
Credit facilities payable |
710,000 | 790,000 | 710,000 | |||||||||
Unsecured notes payable (net of $4,935, $5,468 and $7,076 of unamortized financing costs as of September 30, 2024, June 30, 2024 and September 30, 2023, respectively) |
928,693 | 907,164 | 890,731 | |||||||||
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|
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Total liabilities |
1,710,530 | 1,826,048 | 1,702,075 | |||||||||
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Commitments and contingencies |
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Net assets: |
||||||||||||
Common stock, $0.01 par value per share, 250,000 shares authorized; 82,245, 82,245 and 77,225 shares issued and outstanding as of September 30, 2024, June 30, 2024 and September 30, 2023, respectively |
822 | 822 | 772 | |||||||||
Additional paid-in-capital |
2,264,449 | 2,264,449 | 2,166,330 | |||||||||
Accumulated overdistributed earnings |
(777,460 | ) | (769,138 | ) | (651,338 | ) | ||||||
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Total net assets (equivalent to $18.09, $18.19 and $19.63 per common share as of September 30, 2024, June 30, 2024 and September 30, 2023, respectively) |
1,487,811 | 1,496,133 | 1,515,764 | |||||||||
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Total liabilities and net assets |
$ | 3,198,341 | $ | 3,322,181 | $ | 3,217,839 | ||||||
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10
Oaktree Specialty Lending Corporation
Consolidated Statements of Operations
(in thousands, except per share amounts)
Three months ended September 30, 2024 (unaudited) |
Three months ended June 30, 2024 (unaudited) |
Three months ended September 30, 2023 (unaudited) |
Year ended September 30, 2024 |
Year ended September 30, 2023 |
||||||||||||||||
Interest income: | ||||||||||||||||||||
Control investments |
$ | 6,012 | $ | 5,924 | $ | 5,877 | $ | 23,890 | $ | 21,203 | ||||||||||
Affiliate investments |
159 | 192 | 650 | 685 | 2,620 | |||||||||||||||
Non-control/Non-affiliate investments |
76,476 | 78,681 | 86,346 | 315,681 | 320,862 | |||||||||||||||
Interest on cash and cash equivalents |
979 | 1,156 | 1,859 | 5,993 | 4,080 | |||||||||||||||
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|
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Total interest income |
83,626 | 85,953 | 94,732 | 346,249 | 348,765 | |||||||||||||||
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PIK interest income: | ||||||||||||||||||||
Control investments |
765 | 677 | 309 | 2,584 | 309 | |||||||||||||||
Affiliate investments |
45 | 11 | | 56 | | |||||||||||||||
Non-control/Non-affiliate investments |
5,208 | 5,461 | 5,235 | 18,192 | 19,455 | |||||||||||||||
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Total PIK interest income |
6,018 | 6,149 | 5,544 | 20,832 | 19,764 | |||||||||||||||
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Fee income: | ||||||||||||||||||||
Control investments |
12 | 13 | 13 | 51 | 51 | |||||||||||||||
Affiliate investments |
| | 5 | 5 | 20 | |||||||||||||||
Non-control/Non-affiliate investments |
3,885 | 1,447 | 554 | 9,154 | 6,475 | |||||||||||||||
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|
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Total fee income |
3,897 | 1,460 | 572 | 9,210 | 6,546 | |||||||||||||||
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Dividend income: | ||||||||||||||||||||
Control investments |
1,050 | 1,400 | 1,050 | 5,250 | 4,200 | |||||||||||||||
Non-control/Non-affiliate investments |
94 | 4 | 7 | 124 | 11 | |||||||||||||||
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|
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Total dividend income |
1,144 | 1,404 | 1,057 | 5,374 | 4,211 | |||||||||||||||
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|
|||||||||||
Total investment income | 94,685 | 94,966 | 101,905 | 381,665 | 379,286 | |||||||||||||||
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Expenses: | ||||||||||||||||||||
Base management fee |
8,550 | 11,781 | 11,516 | 43,412 | 44,899 | |||||||||||||||
Part I incentive fee |
8,943 | 8,341 | 9,531 | 34,764 | 35,831 | |||||||||||||||
Professional fees |
862 | 1,091 | 1,282 | 4,670 | 6,244 | |||||||||||||||
Directors fees |
160 | 160 | 160 | 640 | 640 | |||||||||||||||
Interest expense |
32,058 | 32,513 | 32,326 | 128,622 | 111,642 | |||||||||||||||
Administrator expense |
465 | 391 | 317 | 1,548 | 1,252 | |||||||||||||||
General and administrative expenses |
704 | 824 | 775 | 2,645 | 3,528 | |||||||||||||||
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Total expenses | 51,742 | 55,101 | 55,907 | 216,301 | 204,036 | |||||||||||||||
Management fees waived |
(750 | ) | (1,500 | ) | (1,500 | ) | (5,250 | ) | (5,525 | ) | ||||||||||
Part I incentive fees waived |
(1,228 | ) | (3,210 | ) | | (4,438 | ) | | ||||||||||||
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|
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Net expenses |
49,764 | 50,391 | 54,407 | 206,613 | 198,511 | |||||||||||||||
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|
|||||||||||
Net investment income before taxes | 44,921 | 44,575 | 47,498 | 175,052 | 180,775 | |||||||||||||||
Excise tax |
| | | | (78 | ) | ||||||||||||||
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|
|
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Net investment income | 44,921 | 44,575 | 47,498 | 175,052 | 180,697 | |||||||||||||||
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|
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Unrealized appreciation (depreciation): | ||||||||||||||||||||
Control investments |
(12,909 | ) | (17,580 | ) | (1,114 | ) | (35,343 | ) | (2,014 | ) | ||||||||||
Affiliate investments |
207 | (324 | ) | (90 | ) | (949 | ) | (392 | ) | |||||||||||
Non-control/Non-affiliate investments |
60,159 | 42,997 | 10,088 | 64,145 | (26,208 | ) | ||||||||||||||
Foreign currency forward contracts |
(4,278 | ) | 1,106 | 4,861 | (8,752 | ) | 59 | |||||||||||||
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|
|
|
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Net unrealized appreciation (depreciation) |
43,179 | 26,199 | 13,745 | 19,101 | (28,555 | ) | ||||||||||||||
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Realized gains (losses): | ||||||||||||||||||||
Control investments |
| | | 786 | | |||||||||||||||
Non-control/Non-affiliate investments |
(50,349 | ) | (69,163 | ) | (12,986 | ) | (138,285 | ) | (27,390 | ) | ||||||||||
Foreign currency forward contracts |
(1,499 | ) | (289 | ) | (252 | ) | 1,143 | (5,765 | ) | |||||||||||
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Net realized gains (losses) |
(51,848 | ) | (69,452 | ) | (13,238 | ) | (136,356 | ) | (33,155 | ) | ||||||||||
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(Provision) benefit for taxes on realized and unrealized gains (losses) | 661 | (202 | ) | (2,053 | ) | 108 | (1,656 | ) | ||||||||||||
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Net realized and unrealized gains (losses), net of taxes | (8,008 | ) | (43,455 | ) | (1,546 | ) | (117,147 | ) | (63,366 | ) | ||||||||||
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Net increase (decrease) in net assets resulting from operations | $ | 36,913 | $ | 1,120 | $ | 45,952 | $ | 57,905 | $ | 117,331 | ||||||||||
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Net investment income per common share basic and diluted | $ | 0.55 | $ | 0.54 | $ | 0.62 | $ | 2.18 | $ | 2.51 | ||||||||||
Earnings (loss) per common share basic and diluted | $ | 0.45 | $ | 0.01 | $ | 0.60 | $ | 0.72 | $ | 1.63 | ||||||||||
Weighted average common shares outstanding basic and diluted |
82,245 | 81,830 | 77,130 | 80,418 | 72,119 |
11
Exhibit 99.2 Earnings Presentation NASDAQ: OCSL Fourth Quarter 2024
Forward Looking Statements & Legal Disclosures Some of the statements in this presentation constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this presentation may include statements as to: our future operating results and distribution projections; the ability of Oaktree Fund Advisors, LLC (together with its affiliates, “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 a party. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward- looking statements include these words. The forward-looking statements contained in this presentation 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 our annual report on Form 10-K for the fiscal year ended September 30, 2024. Other factors that could cause actual results to differ materially include: changes in the economy, financial markets and political environment, including the impacts of inflation and elevated 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 conflicts in Ukraine and Israel), natural disasters, pandemics or cybersecurity incidents; future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); conditions in our operating areas, particularly with respect to business development companies or regulated investment companies; and other considerations disclosed from time to time in our publicly disseminated documents and filings. We have based the forward-looking statements included in this presentation on information available to us on the date of this presentation, and we assume no obligation to update any such forward-looking statements. 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. Calculation of Assets Under Management References to total assets under management or AUM represent assets managed by Oaktree and a proportionate amount of the AUM reported by DoubleLine Capital LP ( DoubleLine Capital ), in which Oaktree owns a 20% minority interest. Oaktree's methodology for calculating AUM includes (i) the net asset value (“NAV”) of assets managed directly by Oaktree, (ii) the leverage on which management fees are charged, (iii) undrawn capital that Oaktree is entitled to call from investors in Oaktree funds pursuant to their capital commitments, (iv) for collateralized loan obligation vehicles ( CLOs ), the aggregate par value of collateral assets and principal cash, (v) for publicly-traded business development companies, gross assets (including assets acquired with leverage), net of cash, and (vi) Oaktree's pro rata portion (20%) of the AUM reported by DoubleLine Capital. This calculation of AUM is not based on the definitions of AUM that may be set forth in agreements governing the investment funds, vehicles or accounts managed and is not calculated pursuant to regulatory definitions. Unless otherwise indicated, data provided herein are dated as of September 30, 2024. Fourth Quarter 2024 Investor Presentation NASDAQ: OCSL
Highlights for the Quarter Ended September 30, 2024 • $0.55 per share, consistent with the $0.55 per share for the quarter ended June 30, 2024 Adjusted Net 1 Investment Income • GAAP net investment income was $0.55 per share, as compared with $0.54 in the quarter ended June 30, 2024 • $18.09 per share, as compared with $18.19 per share as of June 30, 2024 Net Asset Value Per Share • The decrease was primarily due to unrealized losses on certain debt and equity investments • Declared a cash distribution of $0.55 per share for the seventh quarter in a row Dividends • Distribution will be payable on December 31, 2024 to stockholders of record as of December 16, 2024 • $259 million of new investment commitments • 9.9% weighted average yield on new debt investments Investment Activity • $233 million of new investment fundings • Received $338 million of proceeds from prepayments, exits, other paydowns and sales • $3.0 billion at fair value across 144 portfolio companies • 11.2% weighted average yield on debt investments, down from 11.9% in the prior quarter Investment Portfolio • 85% senior secured, including 82% first lien loans • 88% of debt portfolio was floating rate Capital Structure • 1.07x net debt to equity ratio & Liquidity • $64 million of cash and $908 million of undrawn capacity on credit facilities Permanent Base 3 Management Fee • Permanently reduced base management fee to 1.00% of gross assets Reduction Fee Waiver • Waived Part I Incentive fees for quarter, totaling $1.2 million 1. See appendix for a description of this non-GAAP measure. 2. Return on net investment income calculated as the net investment income per share increase from the base management fee change annualized divided by the net asset value per share of the most recent completed quarter. 3. For the period from July 1, 2024 to January 23, 2025, the base management is calculated at such an annual rate as to cause (1) the base management fee less (2) previously agreed waivers of $750,000 of base 2 management fees per quarter (with such amount appropriately prorated for any partial quarter) to equal 1.00% of gross assets.
Permanent Base Management Fee Reduction Management Fee Reduction 1 • Permanently reduced the base management fee, effective as of July 1, 2024, to an annual rate of 1.00% of total gross assets • Waived additional base management fees such that the total amount of waived base management fees (including those previously waived) was $1.5 million for each of the quarters ended March 31, 2024 and June 30, 2024 h Strong Shareholder Alignment Current Fee New Fee • Demonstrates strong support from our investment Structure Structure adviser, Oaktree • Larger share of OCSL’s investment income will flow 1 Base directly to shareholders 1.50% 1.00% Management Fee Permanent Increase in Earnings Power • The new base management fee is expected to increase net Incentive Fee on investment income per share by $0.15 annually, or $0.03 to $0.04 per share a quarter Income and Capital 17.50% 17.50% Gains Lower Fees • Lower base management fee vs. top-20 listed BDCs by 2 market cap Incentive Fee 6.00% 6.00% Hurdle Rate 1. For the period from July 1, 2024 to January 23, 2025, the base management is calculated at such an annual rate as to cause (1) the base management fee less (2) previously agreed waivers of $750,000 of base management fees per quarter (with such amount appropriately prorated for any partial quarter) to equal 1.00% of gross assets. 2. Top-20 listed BDCs by market capitalization as of July 26, 2024: ARCC, BBDC, BCSF, BXSL, CGBD, CSWC, FSK, GBDC, GSBD, HTGC, MAIN, MFIC, MSDL, NCDL, NMFC, OBDC, OBDE, OCSL, PSEC, 3 and TSLX.
Portfolio Summary Portfolio Characteristics Portfolio Composition (At fair value) (As % of total portfolio at fair value; $ in millions) 4% 6% 5% First Lien – $2,468 4% Second Lien – $106 $3.0bn 144 Unsecured Debt – $109 Total Investments Portfolio Companies Equity – $152 Joint Ventures – $184 82% 2,3 Top 10 Industries % FV 11.2% $140mm Application Software 17.3% Weighted Average Yield on Median Debt Portfolio 1 Debt Investments Company EBITDA Health Care Services 4.2% Health Care Technology 3.5% Interactive Media & Services 3.2% Pharmaceuticals 3.0% Industrial Machinery & Supplies & Components 2.8% 86% 88% Diversified Support Services 2.7% Senior Secured Floating Rate Aerospace & Defense 2.5% Debt Investments Data Processing & Outsourced Services 2.4% Real Estate Operating Companies 2.4% Total Top 10 44.0% As of September 30, 2024 Note: Numbers may not sum due to rounding. 1. Excludes investments in negative EBITDA borrowers, life sciences lending, royalty interest financings, structured products, non-accruals, recurring revenue businesses and other non-EBITDA borrowers. 2. Based on GICS sub-industry classification. 3. Excludes multi-sector holdings, which is primarily composed of investments in Senior Loan Fund JV I LLC (the “Kemper JV”) and OCSI Glick JV LLC (the “Glick JV”), joint ventures that invest primarily in senior 4 secured loans of middle market companies.
Spotlight on OCSL’s Software Exposure Software Exposure End Market Diversity (As % of total portfolio at fair value) Application Software Systems Software 13.2% Transaction & Payment Processing Services 22.2% 4.6% IT Consulting & Other Services 5.1% Alternative Carriers Software Software: 5.8% Diversified Support Services Rest of Portfolio 10.7% 18.6% 6.1% Internet Services & Infrastructure 6.3% 9.7% Human Resource & Employment Services 7.3% 9.0% Broadcasting 1 Other Oaktree’s Approach to Software Investing Software Portfolio Characteristics • Target large, diversified businesses with entrenched customer bases 9/30/2024 • Companies provide mission critical software solutions that lead to Fair Value of Software Portfolio ($ in millions) $563 high customer retention rates Number of Portfolio Companies 24 • Focus on constructing a balanced application software portfolio that is composed of businesses that serve different end markets First Lien (% of software portfolio) 95.8% • Backed by large, well-established private equity firms who have 2 Average Portfolio Company Revenues ($ millions) $619 strong reputations and deep sector expertise 3 Average LTV 41% As of September 30, 2024 1. Includes Oil & Gas Exploration & Production, Aerospace & Defense, Diversified Financial Services, Education Services, Property & Casualty Insurance, and Interactive Media & Services 2. Revenues based on the most recent portfolio company financial statements for the trailing twelve-month reported period. 5 3. Average loan-to-value (“LTV”) represents the net ratio of loan-to-value for each software portfolio company, weighted based on the fair value of total software investments.
Investment Activity New Investment Highlights Historical Funded Originations and Exits ($ in millions) ($ in millions) $377 $368 $400 $338 $323 $293 $300 $233 $214 $185 $200 9 Total New new borrowers $100 Commitments $259 $0 12/31/23 3/31/24 6/30/24 9/30/24 Existing 1 2 Borrowers New Funded Investments Investment Exits $62 9.9% Seniority Breakdown weighted average yield on new debt commitments (As % of new investment commitments; $ in millions) 1% New Borrowers 2% $197 First Lien - $252mm 100% Second Lien - $5mm also held by other Subordinated Debt - $2mm Oaktree funds 97% As of September 30, 2024 Note: Numbers rounded to the nearest million or percentage point and may not sum as a result. 1. New funded investments includes drawdowns on existing delayed draw and revolver commitments. 6 2. Investment exits includes proceeds from prepayments, exits, other paydowns and sales.
Investment Activity (continued) New Investment Commitment Detail ($ in millions) Security Type Market Investment Unsecured Private Primary Secondary Avg. Secondary Fiscal Quarter Number of Deals First LienSecond Lien Commitments & Other Placement (Public) (Public) Purchase Price 4Q2020 $148 10 $123 $25 $0.5 $90 $57 $2 96% 1Q2021 $286 21 $196 $90 -- $181 $84 $22 93% 2Q2021 $318 20 $253 $44 $21 $245 $63 $10 93% 3Q2021 $178 10 $141 $25 $12 $104 $70 $5 97% 4Q2021 $385 20 $350 $13 $23 $304 $79 $2 100% 1Q2022 $300 21 $220 $77 $2 $227 $73 -- N/A 2Q2022 $228 25 $163 $17 $48 $162 $26 $40 96% 3Q2022 $132 28 $100 $6 $25 $63 $5 $63 91% 4Q2022 $97 11 $65 -- $32 $71 $22 $4 92% 1Q2023 $250 25 $214 $10 $26 $188 $49 $14 82% 2Q2023 $124 9 $124 -- -- $118 $5 $1 81% 3Q2023 $251 10 $227 $24 $0.2 $224 $20 $7 85% 4Q2023 $87 6 $87 -- -- $76 $12 -- N/A 1Q2024 $370 24 $354 -- $16 $302 -- $68 90% 2Q2024 $396 35 $364 -- $32 $205 $99 $92 98% 3Q2024 $339 20 $302 $3 $34 $256 $58 $24 97% 4Q2024 $259 19 $252 $5 $2 $227 $32 -- N/A 7 Note: Numbers may not sum due to rounding. Excludes any positions originated, purchased and sold within the same quarter and the assets acquired in the OSI2 Merger.
Financial Highlights As of ($ and number of shares in thousands, except per share amounts) 9/30/2024 6/30/2024 3/31/2024 12/31/2023 9/30/2023 GAAP Net Investment Income per Share $0.55 $0.54 $0.52 $0.57 $0.62 1 Adjusted Net Investment Income per Share $0.55 $0.55 $0.56 $0.57 $0.62 Net Realized and Unrealized Gains (Losses), Net of Taxes per Share -$0.10 -$0.53 -$0.40 -$0.43 -$0.02 1 Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes per Share -$0.10 -$0.54 -$0.44 -$0.42 -$0.02 Earnings (Loss) per Share $0.45 $0.01 $0.12 $0.14 $0.60 1 Adjusted Earnings (Loss) per Share $0.45 $0.01 $0.12 $0.15 $0.60 Quarterly Distributions per Share $0.55 $0.55 $0.55 $0.55 $0.55 Special Distributions per Share -- -- -- $0.07 -- NAV per Share $18.09 $18.19 $18.72 $19.14 $19.63 Weighted Average Shares Outstanding 82,245 81,830 79,763 77,840 77,130 Shares Outstanding, End of Period 82,245 82,245 81,396 78,965 77,225 Investment Portfolio (at Fair Value) $3,021,279 $3,121,703 $3,047,445 $3,018,552 $2,892,420 Cash and Cash Equivalents $63,966 $96,321 $125,031 $112,369 $136,450 Total Assets $3,198,341 $3,322,181 $3,297,939 $3,266,195 $3,217,839 2 Total Debt Outstanding $1,638,693 $1,679,164 $1,635,642 $1,622,717 $1,600,731 Net Assets $1,487,811 $1,496,133 $1,524,099 $1,511,651 $1,515,764 Total Debt to Equity Ratio 1.12x 1.16x 1.10x 1.10x 1.10x Net Debt to Equity Ratio 1.07x 1.10x 1.02x 1.02x 1.01x 3 Weighted Average Interest Rate on Debt Outstanding 6.7% 7.0% 7.0% 7.0% 7.0% 1. See appendix for a description of the non-GAAP measures as necessary. 2. Net of unamortized financing costs. 8 I 3. Includes effect of the interest rate swap agreements the Company entered into in connection with the issuance of the 2027 Notes and the 2029 Notes. n v e s t o r P r e s e n ta
Portfolio Highlights As of ($ in thousands, at fair value) 9/30/2024 6/30/2024 3/31/2024 12/31/2023 9/30/2023 Investments at Fair Value $3,021,279 $3,121,703 $3,047,445 $3,018,552 $2,892,420 Number of Portfolio Companies 144 158 151 146 143 Average Portfolio Company Debt Investment Size $22,000 $19,900 $20,100 $20,200 $19,800 Asset Class: First Lien 81.7% 82.5% 80.8% 77.9% 76.4% Second Lien 3.5% 3.5% 5.4% 8.4% 10.1% Unsecured Debt 3.6% 3.8% 2.6% 2.5% 1.9% Equity 5.0% 4.2% 4.8% 4.8% 5.0% Joint Venture Interests 6.1% 6.0% 6.4% 6.4% 6.6% Interest Rate Type for Debt Investments: % Floating-Rate 88.4% 85.3% 85.4% 84.3% 86.2% % Fixed-Rate 11.6% 14.7% 14.6% 15.7% 13.8% Yields: 1 Weighted Average Yield on Debt Investments 11.2% 11.9% 12.2% 12.2% 12.7% Cash Component of Weighted Average Yield on Debt Investments 10.0% 10.6% 11.0% 11.1% 11.2% 2 Weighted Average Yield on Total Portfolio Investments 10.7% 11.5% 11.7% 11.7% 12.0% Note: Numbers may not sum due to rounding. 1. Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments, including the Company's share of the return on debt investments in the Kemper JV and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 for the assets acquired in connection with the mergers of Oaktree Strategic Income Corporation (the “OCSI Merger”) and the OSI2 Merger. See appendix for a description of the non-GAAP financial measures. 2. Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments and dividend income, including the Company's share of the return on debt investments in the Kemper JV and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 for the assets acquired in connection with the OCSI Merger and the OSI2 9 Merger. See appendix for a description of the non-GAAP financial measures.
Investment Activity As of ($ in thousands) 9/30/2024 6/30/2024 3/31/2024 12/31/2023 9/30/2023 New Investment Commitments $259,000 $338,700 $395,600 $370,300 $87,500 2 New Funded Investment Activity $232,700 $293,200 $377,400 $367,600 $117,100 Proceeds from Prepayments, Exits, Other Paydowns and Sales $338,300 $185,500 $322,600 $213,500 $364,400 3 Net New Investments $105,600 $107,700 $54,800 $154,100 -$247,300 New Investment Commitments in New Portfolio Companies 9 11 20 14 3 New Investment Commitments in Existing Portfolio Companies 10 9 15 10 3 Portfolio Company Exits 23 3 15 10 16 Weighted Average Yield at Cost on New Debt Investment 9.9% 11.1% 11.1% 11.6% 12.0% Commitments 1. New funded investment activity includes drawdowns on existing revolver commitments. 10 2. Net new investments consists of new funded investment activity less proceeds from prepayments, exits, other paydowns and sales. I n v e s t o r P r e s e n ta
Net Asset Value Per Share Bridge Adjusted Net Realized and Unrealized $21.00 Adjusted NII Gains (Losses), Net of Taxes $0.55 -$0.10 $20.00 $19.00 $0.00 -$0.14 $0.04 $0.00 $0.55 -$0.55 $18.00 $17.00 $18.19 $18.09 $16.00 $15.00 $14.00 6/30/24 NAV GAAP Net Interest Income Net Unrealized Net Realized Net Realized & Quarterly 9/30/24 NAV 1 Investment Accretion Appreciation / Gain / (Loss) Unrealized Loss Distribution 1 Income Related to (Depreciation) Related to Merger Merger Accounting Accounting Adjustments Adjustments Note: Numbers may not sum due to rounding. Net asset value per share amounts are based on the shares outstanding at each respective quarter end. Net investment income per share, net unrealized appreciation / (depreciation), and net realized gain / (loss) are based on the weighted average number of shares outstanding for the period. Numbers may not sum due to rounding. See appendix for a description of the non-GAAP measures. 11 1. Excludes reclassifications of net unrealized appreciation / (depreciation) to net realized gains / (losses) as a result of investments exited during the quarter. I n v e s t o r P r e s e n a t
Capital Structure Overview Funding Sources Facility 9/30/24 0.90x to 1.25x ($ in millions) Size Outstanding Interest Rate Maturity Target Leverage Ratio Secured Credit Facilities Syndicated Facility $1,218 $430 SOFR + 2.00% Jun-28 Citibank Facility $400 $280 SOFR + 2.35% Jan-29 Secured Debt Subtotal $1,618 $710 Investment Unsecured Debt 2025 Notes $300 $300 3.50% Feb-25 Grade Rated 1 2027 Notes $350 $350 Jan-27 2.70% (SOFR + 1.658%) By Moody’s And Fitch 1 2029 Notes $300 $300 Feb-29 7.10% (SOFR + 3.126%) Unsecured Debt Subtotal $950 $950 Total Debt $2,568 $1,660 57% Unsecured Borrowings Maturities ($ in millions) $1,500 Unsecured Debt Credit Facilities Drawn $1.0bn $1,000 Credit Facilities Undrawn 2 $788 Available Liquidity $120 $500 $280 $430 $350 $300 $300 $0 2025 2026 2027 2028 2029 Diverse and flexible sources of debt capital with ample liquidity As of September 30, 2024 Note: Numbers may not sum due to rounding. 1. The Company entered into an interest rate swap agreement under which the Company receives a fixed interest rate and pays a floating rate based on three-month SOFR plus a spread. 2. Liquidity was composed of $64 million of unrestricted cash and cash equivalents and $908 million of undrawn capacity under the credit facilities (subject to borrowing base and other limitations). 12
Funding and Liquidity Metrics Leverage Utilization Liquidity Overview ($ in millions) ($ in millions) 12/31/23 3/31/24 6/30/24 9/30/24 $3,000 Credit Facilities Committed $1,618 $1,618 $1,618 $1,618 $2,568 $2,568 $2,568 $2,568 Credit Facilities Drawn -$710 -$730 -$790 -$710 $2,500 Cash and Equivalents $112 $125 $96 $64 $828 $888 $908 $908 $2,000 Total Liquidity $1,020 $1,013 $924 $971 1 -$200 -$209 -$264 -$284 Unfunded Commitments $1,500 Unavailable Unfunded $34 $30 $45 $37 Commitments $1,000 $1,740 $1,680 $1,660 $1,660 Adjusted Liquidity $854 $834 $705 $724 $500 $0 12/31/23 3/31/24 6/30/24 9/30/24 3 Ample liquidity to support funding needs Total Debt Outstanding Undrawn Capacity ($ in millions) 12/31/23 3/31/24 6/30/24 9/30/24 Cash and Equivalents $112 $125 $96 $64 Net Assets $1,512 $1,524 $1,496 $1,488 Total Leverage 1.10x 1.10x 1.16x 1.12x Net Leverage 1.02x 1.02x 1.10x 1.07x 1. Excludes unfunded commitments to the Kemper JV and Glick JV. 2. Includes unfunded commitments ineligible to be drawn due to certain limitations in credit agreements. 3. As of September 30, 2024, we have analyzed cash and cash equivalents, availability under our credit facilities, the ability to rotate out of certain assets and amounts of unfunded commitments that could be drawn 13 and believe our liquidity and capital resources are sufficient to invest in market opportunities as they arise.
Strategic Joint Ventures are Accretive to Earnings OCSL’s JVs are income-enhancing vehicles that primarily invest in senior secured loans of middle market companies and other corporate debt securities Key Attributes: • Equity ownership: 87.5% OCSL and 12.5% joint venture partner • Shared voting control: 50% OCSL and 50% joint venture partner Kemper JV Characteristics Glick JV Characteristics (At fair value) (At fair value) $135mm 4.5% $49mm 1.6% OCSL’s Investments % of OCSL’s OCSL’s Investments % of OCSL’s in the Kemper JV Portfolio in the Glick JV Portfolio $4.9mm 11.4% $1.5mm 10.8% Net Investment Return on OCSL’s Net Investment Return on OCSL’s 1 2 3 2 Income Investment (Annualized) Income Investment (Annualized) Combined Portfolio Summary Portfolio Company Wtd. Avg. Debt Portfolio Investment Portfolio First Lien Leverage Ratio Count Yield $454mm 97% 49 9.9% 1.4x As of September 30, 2024 1. Represents OCSL’s 87.5% share of the Kemper JV’s net investment income (excluding subordinated note interest expense) earned during the quarter ended September 30, 2024. 2. Calculated as OCSL’s share of each respective joint venture’s net investment income annualized, divided by the fair value of OCSL’s investments in each joint venture as of June 30, 2024. 14 3. Represents OCSL’s 87.5% share of the Glick JV’s net investment income (excluding subordinated note interest expense) earned during the quarter ended September 30, 2024.
Appendix
Quarterly Statement of Operations For the three months ended ($ in thousands) 9/30/2024 6/30/2024 3/31/2024 12/31/2023 9/30/2023 Investment income Interest income $83,626 $85,953 $85,256 $91,414 $94,732 PIK interest income $6,018 $6,149 $4,816 $3,849 $5,544 Fee income $3,897 $1,460 $2,546 $1,307 $572 Dividend income $1,144 $1,404 $1,411 $1,415 $1,057 GAAP total investment income $94,685 $94,966 $94,029 $97,985 $101,905 Interest income amortization related to merger accounting $315 $607 $3,311 $29 $252 adjustments Adjusted total investment income $95,000 $95,573 $97,340 $98,014 $102,157 Expenses Base management fee $8,550 $11,781 $11,604 $11,477 $11,516 Part I incentive fee $8,943 $8,341 $8,452 $9,028 $9,531 Part II incentive fee -- -- -- -- -- Interest expense $32,058 $32,513 $31,881 $32,170 $32,326 1 Other operating expenses $2,191 $2,466 $2,225 $2,621 $2,534 Total expenses $51,742 $55,101 $54,162 $55,296 $55,907 Fees waived -$750 -$1,500 -$1,500 -$1,500 -$1,500 Part I incentive fees waived -$1,228 -$3,210 -- -- -- Net expenses $49,764 $50,391 $52,662 $53,796 $54,407 GAAP net investment income $44,921 $44,575 $41,367 $44,189 $47,498 Less: Interest income accretion related to merger accounting $315 $607 $3,311 $29 $252 adjustments Add: Part II incentive fee -- -- -- -- -- Adjusted net investment income $45,236 $45,182 $44,678 $44,218 $47,750 Note: See appendix for a description of the non-GAAP measures. 16 1. Includes professional fees, directors fees, administrator expense and general and administrative expenses. I n v e s t o r P r e s e n a t
Quarterly Statement of Operations (continued) For the three months ended ($ in thousands, except per share amounts) 9/30/2024 6/30/2024 3/31/2024 12/31/2023 9/30/2023 Net realized and unrealized gains (losses) Net unrealized appreciation (depreciation) $43,179 $26,199 -$25,252 -$25,025 $13,745 Net realized gains (losses) -$51,848 -$69,452 -$6,603 -$8,453 -$13,238 (Provision) benefit for taxes on realized and unrealized gains (losses) $661 -$202 -$175 -$176 -$2,053 GAAP net realized and unrealized gains (losses), net of taxes -$8,008 -$43,455 -$32,030 -$33,654 -$1,546 Net realized and unrealized losses (gains) related to merger accounting -$314 -$600 -$3,314 $796 -$122 adjustments Adjusted net realized and unrealized gains (losses), net of taxes -$8,322 -$44,055 -$35,344 -$32,858 -$1,668 GAAP net increase (decrease) in net assets resulting from operations $36,913 $1,120 $9,337 $10,535 $45,952 Interest income amortization (accretion) related to merger accounting adjustments $315 $607 $3,311 $29 $252 Net realized and unrealized losses (gains) related to merger accounting -$314 -$600 -$3,314 $796 -$122 adjustments Adjusted earnings (loss) $36,914 $1,127 $9,334 $11,360 $46,082 Per share data: GAAP total investment income $1.15 $1.16 $1.18 $1.26 $1.32 Adjusted total investment income $1.16 $1.17 $1.22 $1.26 $1.32 GAAP net investment income $0.55 $0.54 $0.52 $0.57 $0.62 Adjusted net investment income $0.55 $0.55 $0.56 $0.57 $0.62 GAAP net realized and unrealized gains (losses), net of taxes -$0.10 -$0.53 -$0.40 -$0.43 -$0.02 Adjusted net realized and unrealized gains (losses), net of taxes -$0.10 -$0.54 -$0.44 -$0.42 -$0.02 GAAP net increase/decrease in net assets resulting from operations $0.45 $0.01 $0.12 $0.14 $0.60 Adjusted earnings (loss) $0.45 $0.01 $0.12 $0.15 $0.60 Weighted average common shares outstanding 82,245 81,830 79,763 77,840 77,130 Shares outstanding, end of period 82,245 82,245 81,396 78,965 77,225 17 Note: See appendix for a description of the non-GAAP measures. Per share amounts have been adjusted for the one-for-three reverse stock split which took effect before market open on January 23, 2023. I n v e s t o r P r e s e n a t
Non-GAAP Disclosures The OCSI Merger and the OSI2 Merger (the “Mergers”) were accounted for as asset acquisitions in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues ( ASC 805 ). The consideration paid to each of the stockholders of OCSI and OSI2 were allocated to the individual assets acquired and liabilities assumed based on the relative fair values of the net identifiable assets acquired other than non-qualifying assets, which established a new cost basis for the acquired investments under ASC 805 that, in aggregate, was different than the historical cost basis of the acquired investments prior to the OCSI Merger or OSI2 Merger, as applicable. Additionally, immediately following the completion of the Mergers, the acquired investments were marked to their respective fair values under ASC 820, Fair Value Measurements, which resulted in unrealized appreciation / depreciation. The new cost basis established by ASC 805 on debt investments acquired will accrete / amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized appreciation / depreciation on such investment acquired through its ultimate disposition. The new cost basis established by ASC 805 on equity investments acquired will not accrete / amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized gain / loss with a corresponding reversal of the unrealized appreciation / depreciation on disposition of such equity investments acquired. The Company’s management uses the non-GAAP financial measures described above internally to analyze and evaluate financial results and performance and to compare its financial results with those of other business development companies that have not adjusted the cost basis of certain investments pursuant to ASC 805. The Company’s management believes Adjusted Total Investment Income , Adjusted Total Investment Income Per Share , Adjusted Net Investment Income and Adjusted Net Investment Income Per Share are useful to investors as an additional tool to evaluate ongoing results and trends for the Company without giving effect to the accretion income resulting from the new cost basis of the investments acquired in the Mergers because these amounts do not impact the fees payable to Oaktree under its second amended and restated investment advisory agreement (the “A&R Advisory Agreement”), and specifically as its relates to Adjusted Net Investment Income and Adjusted Net Investment Income Per Share , without giving effect to Part II incentive fees. In addition, the Company’s management believes that “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes”, “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes Per Share”, “Adjusted Earnings (Loss)” and “Adjusted Earnings (Loss) Per Share” are useful to investors as they exclude the non-cash income/gain resulting from the Mergers and used by management to evaluate the economic earnings of its investment portfolio. Moreover, these metrics align the Company's key financial measures with the calculation of incentive fees payable to Oaktree under with the A&R Advisory Agreement (i.e., excluding amounts resulting solely from the lower cost basis of the acquired investments established by ASC 805 that would have been to the benefit of Oaktree absent such exclusion). 18 I n v e s t o r P r e s e n a t
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