OAKTREE SPECIALTY LENDING CORPORATION Item 1.01 Entry into a Material Definitive Agreement.
A&R Advisory Agreement
On
Under the A&R Advisory Agreement, the definition of "Pre-Incentive Fee Net
Investment Income" (from which the incentive fee on income is calculated) was
amended to exclude any amortization or accretion of any purchase premium or
purchase discount to interest income resulting solely from merger-related
accounting adjustments in connection with the assets acquired in the Mergers,
including any premium or discount paid for the acquisition of such assets,
solely to the extent that the inclusion of such merger-related accounting
adjustments, in the aggregate, would result in an increase in Pre-Incentive Fee
Net Investment Income. In addition, under the A&R Advisory Agreement, the
calculation of realized capital gains, realized capital losses and unrealized
capital depreciation (from which the incentive fee on capital gains is
calculated) was amended to (1) not include any such amounts resulting solely
from merger-related accounting adjustments in connection with the assets
acquired in the Mergers, including any premium or discount paid for the
acquisition of such assets, solely to the extent that the inclusion of such
merger-related accounting adjustments, in the aggregate, would result in an
increase in the incentive fee on capital gains and (2) include any such amounts
associated with the investments acquired in the Mergers for the period from
None of the other terms changed in the A&R Advisory Agreement as compared to the Current Advisory Agreement, and the services to be provided by the Adviser and the term of the agreement remain the same.
The description above is only a summary of the material provisions of the A&R Advisory Agreement and is qualified in its entirety by reference to a copy of the A&R Advisory Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K.
Credit Facilities
On
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ratio applicable to OCSL under the Citibank Facility is 150% as determined in
accordance with the requirements of the Investment Company Act of 1940, as
amended (the "1940 Act"). Borrowings under the Citibank Facility are secured by
all of the assets of
Item 1.02 Termination of a Material Definitive Agreement.
Upon the effectiveness of the A&R Advisory Agreement, the Current Advisory Agreement was terminated.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of OCSI's common stock was converted into the right to receive 1.3371 shares of OCSL's common stock (with OCSI's stockholders receiving cash in lieu of fractional shares of OCSL's common stock). As a result of the Mergers, OCSL issued an aggregate of approximately 39.4 million shares of its common stock to former OCSI stockholders.
The foregoing description of the Merger Agreement is a summary only and is
qualified in its entirety by reference to the full text of the Merger Agreement,
a copy of which was filed by OCSL as Exhibit 2.1 to its Current Report on Form
8-K filed on
Item 7.01. Regulation FD Disclosure.
The adjusted net asset value per share of OCSL common stock as of
The net asset value determinations described in this report were made pursuant
to the requirements of, and solely for the purposes of, the Merger Agreement.
The net asset value was not reviewed or approved for purposes of financial
statement preparation or as part of a comprehensive statement of OCSL's
financial results. OCSL's net asset value per share as of
On
The information disclosed under this Item 7.01 is being "furnished" and is not deemed "filed" by OCSL 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Amended and Restated Investment Advisory Agreement, dated as of
March 19, 2021 , between the Registrant and Oaktree Fund Advisors, LLC
10.2 Loan Sale Agreement by and between Registrant and FS Senior Funding II
LLC, dated as of January 15, 2015
10.3 Amended and Restated Loan and Security Agreement, dated as of January
31, 2018 , by and among Registrant, OCSI Senior Funding II LLC , the lenders
referred to therein, Citibank, N.A ., and Wells Fargo Bank, National
Association
10.4 First Amendment to the Amended and Restated Loan and Security Agreement
by and among the Registrant, as collateral manager, OCSI Senior Funding II
LLC , as borrower, and Citibank, N.A ., as administrative agent and sole
lender, dated as of May 14, 2018
10.5 Second Amendment to the Amended and Restated Loan and Security Agreement
by and among Registrant, as collateral manager, OCSI Senior Funding II
LLC , as borrower, and Citibank, N.A ., as administrative agent and sole
lender, dated as of July 18, 2018 .
10.6 Third Amendment to the Amended and Restated Loan and Security Agreement
by and among Registrant, as collateral manager, OCSI Senior Funding II
LLC , as borrower, and Citibank, N.A ., as administrative agent and sole
lender, dated as of September 17, 2018 .
10.7 Fourth Amendment to the Amended and Restated Loan and Security Agreement
by and among Registrant, as collateral manager, OCSI Senior Funding II
LLC , as borrower, and Citibank, N.A ., as administrative agent and sole
lender, dated as of September 20, 2019 .
10.8 Fifth Amendment to the Amended and Restated Loan and Security Agreement
by and among the Registrant, as collateral manager, OCSI Senior Funding II
LLC , as borrower, and Citibank, N.A ., as administrative agent and sole
lender, dated as of October 27, 2020 .
10.9 Loan Financing and Servicing Agreement, dated as of September 24, 2018 ,
by and among OCSI Senior Funding Ltd. , as borrower, Registrant, as
equityholder and as servicer, the lenders from time to time party thereto,
Deutsche Bank AG, New York Branch, as facility agent, the other agents
parties thereto and Wells Fargo Bank, National Association , as collateral
agent and as collateral custodian.
10.10 Sale and Contribution Agreement, dated as of September 24, 2018 , by and
between Registrant, as seller, and OCSI Senior Funding Ltd. , as purchaser.
10.11 Amendment No. 1 to Loan Financing and Servicing Agreement, dated as of
March 13, 2019 , among OCSI Senior Funding Ltd. , as borrower, the
Registrant, as servicer, and Deutsche Bank AG, New York Branch as facility
agent and as committed lender.
10.12 Amendment No. 2 to Loan Financing and Servicing Agreement, dated as of
June 27, 2019 among OCSI Senior Funding Ltd. , as borrower, the
Registrant, as servicer, and Deutsche Bank AG, New York Branch as facility
agent and as a committed lender..
10.13 Amendment No. 3 to Loan Financing and Servicing Agreement, dated as of
September 20, 2019 , among OCSI Senior Funding Ltd. , as borrower, the
Registrant, as servicer, and Deutsche Bank AG, New York Branch as facility
agent and as committed lender.
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10.14 Amendment No. 4 to Loan Financing and Servicing Agreement, dated as of
March 22, 2020 , among OCSI Senior Funding Ltd. , as borrower, the
Registrant, as servicer, and Deutsche Bank AG, New York Branch as facility
agent and as committed lender.
10.15 Amendment No. 5 to Loan Financing and Servicing Agreement, dated as of
July 8, 2020 , among OCSI Senior Funding Ltd. , as borrower, the
Registrant, as servicer, and Deutsche Bank AG, New York Branch as facility
agent and as committed lender.
10.16 Amendment No. 6 to Loan Financing and Servicing Agreement, dated as of
September 29, 2020 , among OCSI Senior Funding Ltd. , as borrower, the
Registrant, as servicer, and Deutsche Bank AG, New York Branch as facility
agent and as committed lender.
10.17 Amendment No. 7 to Loan Financing and Servicing Agreement, dated as of
October 27, 2020 , among OCSI Senior Funding Ltd. , as borrower, the
Registrant, as servicer, and Deutsche Bank AG, New York Branch, as
facility agent and as a committed lender.
99.1 Press release of Oaktree Specialty Lending Corporation dated March 19,
2021 --------------------------------------------------------------------------------
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