Item 1.01. Entry into a Material Definitive Agreement.
On May 11, 2021, Oaktree Specialty Lending Corporation (the "Company") entered
into an underwriting agreement (the "Underwriting Agreement") by and among the
Company, Oaktree Fund Advisors, LLC, Oaktree Fund Administration, LLC, and RBC
Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities
Inc. and SMBC Nikko Securities America, Inc., as representatives of the several
underwriters, in connection with the issuance and sale of $350.0 million
aggregate principal amount of the Company's 2.700% Notes due 2027 (the
"Offering"). The closing of the Offering is expected to occur on May 18, 2021,
subject to customary closing conditions. The net proceeds to the Company will be
$344.7 million, after deducting the underwriting discount of $3.5 million
payable by the Company and estimated Offering expenses of approximately
$0.8 million payable by the Company.
The Offering was made pursuant to the Company's effective shelf registration
statement on Form N-2 (Registration No. 333-234798) previously filed with the
Securities and Exchange Commission, as supplemented by a preliminary prospectus
supplement dated May 11, 2021 and a final prospectus supplement dated May 11,
2021. This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any sale of
these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
The description above is only a summary of the material provisions of the
Underwriting Agreement and is qualified in its entirety by reference to a copy
of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current
Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
1.1 Underwriting Agreement, dated May 11, 2021, by and among Oaktree
Specialty Lending Corporation, Oaktree Fund Advisors, LLC, Oaktree Fund
Administration, LLC, RBC Capital Markets, LLC, Citigroup Global Markets
Inc., Deutsche Bank Securities Inc. and SMBC Nikko Securities America, Inc.
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