Item 1.01. Entry into a Material Definitive Agreement.
On May 18, 2021, in connection with a previously announced public offering,
Oaktree Specialty Lending Corporation (the "Company") and Deutsche Bank Trust
Company Americas, as trustee (the "Trustee"), entered into a Sixth Supplemental
Indenture (the "Sixth Supplemental Indenture") to the Indenture, dated April 30,
2012, between the Company and the Trustee (the "Indenture"). The Sixth
Supplemental Indenture relates to the Company's issuance, offer and sale of
$350 million aggregate principal amount of its 2.700% Notes due 2027 (the
"Notes").
The Company expects to use the net proceeds of the offering to reduce its
outstanding debt under its revolving credit facility and for general corporate
purposes. The Company may reborrow under its revolving credit facility to make
investments in accordance with its investment objective and strategies or
general corporate purposes.
The Notes mature on January 15, 2027 (the "Maturity Date"), unless previously
redeemed or repurchased in accordance with their terms. The Notes bear interest
at a rate of 2.700% per year payable semiannually in arrears on January 15 and
July 15 of each year, commencing on January 15, 2022. The Notes are the
Company's direct, unsecured obligations and rank senior in right of payment to
the Company's future indebtedness that is expressly subordinated in right of
payment to the Notes; equal in right of payment to the Company's existing and
future unsecured indebtedness that is not so subordinated; effectively junior in
right of payment to any of the Company's secured indebtedness (including
existing unsecured indebtedness that the Company later secures) to the extent of
the value of the assets securing such indebtedness; and structurally junior to
all existing and future indebtedness (including trade payables) incurred by the
Company's subsidiaries, financing vehicles or similar facilities.
At any time or from time to time, the Company may redeem some or all of the
Notes at a redemption price equal to the greater of (1) 100% of the principal
amount of the Notes to be redeemed or (2) the sum of the present values of the
remaining scheduled payments of principal and interest (exclusive of accrued and
unpaid interest to the date of redemption) on the Notes to be redeemed through
December 15, 2026 (the date falling one month prior to the maturity date of the
Notes), discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) using the applicable Treasury
Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if
any, to, but excluding, the date of redemption; provided, however, that if the
Company redeems any Notes on or after December 15, 2026 (the date falling one
month prior to the maturity date of the Notes), the redemption price for the
Notes will be equal to 100% of the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest, if any, to, but excluding, the date of
redemption. No sinking fund is provided for the Notes. In addition, if a change
of control repurchase event (as defined in the Sixth Supplemental Indenture)
occurs in respect of the Company, holders of the Notes may require the Company
to repurchase for cash all or part of their Notes at a repurchase price equal to
100% of the principal amount of the Notes to be repurchased, plus accrued and
unpaid interest to, but not including, the repurchase date.
The Indenture, as supplemented by the Sixth Supplemental Indenture, contains
certain covenants, including a covenant requiring the Company to comply with
Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment
Company Act of 1940, as amended, or any successor provisions, but giving effect
to any exemptive relief granted to the Company by the Securities and Exchange
Commission (the "SEC") and to provide financial information to the holders of
the Notes and the Trustee if the Company should no longer be subject to the
reporting requirements under the Securities Exchange Act of 1934, as amended.
These covenants are subject to important limitations and exceptions that are set
forth in the Indenture.
The Notes were offered and sold pursuant to the Company's effective shelf
registration statement on Form N-2 (Registration No. 333-234798) previously
filed with the SEC, as supplemented by a preliminary prospectus supplement dated
May 11, 2021, a final prospectus supplement dated May 11, 2021 and the pricing
term sheet filed with the SEC on 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 transaction closed on May 18, 2021.
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The description above is only a summary of the material provisions of the Sixth
Supplemental Indenture and the Notes and is qualified in its entirety by
reference to copies of the Sixth Supplemental Indenture and the Notes,
respectively, each filed as exhibits to this Current Report on Form 8-K and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.1 Sixth Supplemental Indenture, dated as of May 18, 2021, relating to the
2.700% Notes due 2027, between the Company and Deutsche Bank Trust Company
Americas, as trustee
4.2 Form of 2.700% Notes due 2027 (contained in the Sixth Supplemental
Indenture filed as Exhibit 4.1 hereto)
5.1 Opinion of Proskauer Rose LLP
23.1 Consent of Proskauer Rose LLP (contained in the opinion filed as Exhibit
5.1 hereto)
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