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 OCSI as Exhibit 2.1 to its Current Report on Form
8-K filed on
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule;
Transfer of Listing.
In connection with the closing of the transactions contemplated by the Merger
Agreement, on
Item 3.03 Material Modification to Rights of Security Holders.
The information required by Item 3.03 is contained in Items 2.01 and 5.03 and is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
As a result of the Merger, a change in control of OCSI occurred. The information required by Item 5.01 is contained in Item 2.01 and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger, (i) each of the named executive officers and directors of OCSI ceased to be named executive officers and directors of OCSI and (ii) the director and officers of Merger Sub as of immediately prior to the effective time of the Merger became the directors and officers of OCSI.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the certificate of incorporation of OCSI was amended and restated in the form of the certificate of incorporation of Merger Sub and the bylaws of Merger Sub, as in effect immediately prior to the effective time of the Merger, became the second amended and restated bylaws of OCSI (as the surviving corporation in the Merger). The second amended and restated certificate of incorporation and second amended and restated bylaws of OCSI (as the surviving corporation in the Merger), each as in effect immediately following the effective time of the Merger, are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The adjusted net asset value per share of OCSL common stock as of
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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 OCSI 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1* Agreement and Plan of Merger among the Registrant, Oaktree Specialty Lending Corporation,Lion Merger Sub, Inc. andOaktree Fund Advisors LLC (for the limited purposes set forth therein), dated as ofOctober 28, 2020 (Incorporated by reference to Exhibit 2.1 filed with the Registrant's Current Report on Form 8-K (File No. 814-01013) filed onOctober 29, 2020 ). 3.1 Second Amended and Restated Certificate of Incorporation of the Registrant. 3.2 Second Amended and Restated Bylaws of the Registrant. 99.1 Press release of Oaktree Specialty Lending Corporation datedMarch 19, 2021 * Exhibits and schedules to Exhibit 2.1 have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon its request.
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