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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