First Quarter

Fiscal Year 2021

Earnings

Presentation

February 4, 2021

Nasdaq: OCSL

Forward Looking Statements

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 ("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, 2020. Other factors that could cause actual results to differ materially include: changes or potential disruptions in our operations, the economy, financial markets or political environment; risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters or the COVID-19 pandemic; future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in our operating areas, particularly with respect to business development companies or regulated investment companies; general considerations associated with the COVID-19 pandemic; the ability of the parties to consummate the two-step merger (the "Mergers") of Oaktree Strategic Income Corporation ("OCSI") with and into OCSL on the expected timeline, or at all; the ability to realize the anticipated benefits of the Mergers; the effects of disruption on our business from the proposed Mergers; the combined company's plans, expectations, objectives and intentions, as a result of the Mergers; any potential termination of the Merger Agreement; the actions of our stockholders or the stockholders of OCSI with respect to the proposals submitted for their approval in connection with the Mergers; and other considerations that may be 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.

Additional Information and Where to Find It

This communication relates to the Mergers, along with related proposals for which stockholder approval is being sought (collectively, the "Proposals"). In connection with the Proposals, each of OCSL and OCSI has filed relevant materials with the SEC, including a registration statement on Form N-14, which includes a joint proxy statement of OCSL and OCSI and a prospectus of OCSL (the "Joint Proxy Statement"). The Joint Proxy Statement was mailed to stockholders of OCSL and OCSI on or about January 21, 2021. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. STOCKHOLDERS OF OCSL AND OCSI ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT OCSL, OCSI, THE MERGERS AND RELATED MATTERS. Investors and security holders are able to obtain the documents filed with the SEC free of charge at the SEC's website, http://www.sec.gov or, for documents filed by OCSL, from OCSL's website at http://www.oaktreespecialtylending.com, and, for documents filed by OCSI, from OCSI's website at http://www.oaktreestrategicincome.com.

Participants in the Solicitation

OCSL and OCSI and their respective directors, certain of their respective executive officers and certain other members of management and employees of Oaktree Fund Advisors, LLC and its affiliates, may be deemed to be participants in the solicitation of proxies from the stockholders of OCSL and OCSI in connection with the Proposals. Information about the directors and executive officers of OCSL and OCSI is set forth in the Joint Proxy Statement. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the OCSL and OCSI stockholders in connection with the Mergers is contained in the Joint Proxy Statement and other relevant materials filed with the SEC. These documents may be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This presentation is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this presentation is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in OCSI, OCSL or in any fund or other investment vehicle managed by Oaktree or any of its affiliates.

Unless otherwise indicated, data provided herein are dated as of December 31, 2020.

1

Highlights for the Quarter Ended December 31, 2020

Net Asset Value

Adjusted Net Investment

Income1

Dividend

Investment Activity

Investment Portfolio

Capital Structure &

Liquidity

  • $6.85 per share, up 5% from $6.49 per share as of September 30, 2020 and up 4% from $6.61 per share as of December 31, 2019
  • Quarterly increase primarily due to unrealized gains on debt investments and gains resulting from the realization of a non- core investment previously on non-accrual status
  • $0.14 per share as compared with $0.17 per share for the quarter ended September 30, 2020 and $0.10 per share for the quarter ended December 31, 2019
  • The decrease from the prior quarter was primarily driven by lower one-timemake-whole interest income from investments that were prepaid in the quarter ended September 30, 2020; the annual increase was driven by an increase in the overall size of the portfolio and lower interest expense resulting from lower LIBOR and interest expense savings from the issuance of the 2025 Notes and the subsequent repayment of the 2024 Notes and 2028 Notes
  • GAAP net investment income was $0.07 per share, down as compared with $0.17 per share for the quarter ended September 30, 2020 and up as compared with $0.06 per share for the quarter ended December 31, 2019
  • Declared a cash distribution of $0.12 per share, an increase of 26% from one year ago; third consecutive quarter with a distribution increase
  • Distribution will be payable on March 31, 2021 to stockholders of record as of March 15, 2021
  • $286 million of new investment commitments; 8.7% weighted average yield on new debt investments
  • $242 million of new investment fundings2 and received $161 million of proceeds from prepayments, exits, other paydowns and sales, which had a weighted average yield of 7.8%
  • $1.7 billion at fair value diversified across 115 portfolio companies
  • 8.5% weighted average yield on debt investments, up as compared with 8.3% as of September 30, 2020
  • 0.03% non-accruals at fair value in one portfolio company as of December 31, 2020; exited one investment that was previously on non-accrual status during the quarter
  • 0.73x total debt to equity ratio; 0.70x net debt to equity ratio
  • Strong liquidity with $24 million of cash and $400 million of undrawn capacity on credit facility; $198 million of unfunded commitments, $150 million of which are eligible to be drawn3
  1. See page 21 for a description of this non-GAAP measure and a reconciliation from net investment income per share to adjusted net investment income per share.
  2. Includes $103 million of unsettled purchases.
  3. Approximately $47.8 million of unfunded commitments were ineligible to be immediately drawn due to certain milestones that must be met by portfolio companies.

2

Update on Pending Merger with OCSI

On October 28, 2020, the Company entered into an agreement to merge with OCSI, an affiliated business

development company managed by Oaktree, with the Company as the surviving company

OCSL - OCSI Merger

Under the terms of the proposed merger, OCSI shareholders will receive an amount of the Company's

Agreement Summary

common stock with a NAV equal to the NAV of shares of OCSI common stock that they hold at the time of

closing

The combined company will trade under the ticker symbol "OCSL" on the Nasdaq Global Select Market

On January 19, 2021, the Company filed an amended registration statement on Form N-14, which included a joint proxy statement of the Company and OCSI and the Company's prospectus. On January 21, 2021, the registration statement was declared effective by the SEC and the Company filed its final joint proxy statement/prospectus with the SEC, which was mailed on or about January 21, 2021 to the Company's stockholders of record as of January 19, 2021

Recent Developments

The Company's annual meeting of stockholders and OCSI's special meeting of stockholders are both

scheduled for March 15, 2021 to vote on the matters described in the joint proxy statement/prospectus as

required by the Merger Agreement

The transaction is expected to close soon after the meetings of stockholders in March 2021, subject to

stockholder approval and other customary closing conditions

3

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Oaktree Specialty Lending Corporation published this content on 04 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 February 2021 11:10:04 UTC.