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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Oaktree Specialty Lending Corporation (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
67401P405 (CUSIP Number) |
William J. Tuttle, P.C. 1301 Pennsylvania Avenue NW, Washington, DC, 20004 (202) 389-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 67401P405 |
| 1 |
Name of reporting person
Oaktree Capital I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,343,652.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.35 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage of class is calculated based on 87,917,468 shares of Common Stock outstanding, based on information provided by the Issuer.
SCHEDULE 13D
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| CUSIP No. | 67401P405 |
| 1 |
Name of reporting person
Oaktree Fund GP I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALABAMA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
180,953.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.21 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage of class is calculated based on 87,917,468 shares of Common Stock outstanding, based on information provided by the Issuer.
SCHEDULE 13D
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| CUSIP No. | 67401P405 |
| 1 |
Name of reporting person
Oaktree Capital Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,524,605.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.56 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage of class is calculated based on 87,917,468 shares of Common Stock outstanding, based on information provided by the Issuer.
SCHEDULE 13D
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| CUSIP No. | 67401P405 |
| 1 |
Name of reporting person
Oaktree Capital Group Holdings GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,524,605.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.56 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage of class is calculated based on 87,917,468 shares of Common Stock outstanding, based on information provided by the Issuer.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Oaktree Specialty Lending Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
333 South Grand Avenue, 28th Floor, Los Angeles,
CALIFORNIA
, 90071. |
| Item 2. | Identity and Background |
| (a) | Oaktree Capital I, L.P. ("Capital I");
Oaktree Fund GP I, L.P. ("Fund I");
Oaktree Capital Holdings, LLC ("OCH");
Oaktree Capital Group Holdings GP, LLC ("OCGH"), collectively referred to herein as the "Reporting Persons."
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| (b) | 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071 |
| (c) | Not applicable. |
| (d) | None of the Reporting Persons have been convicted in a criminal proceeding during the preceding five years. |
| (e) | On September 25, 2024, the SEC accepted an offer by Oaktree Capital Management, L.P. ("OCM"), an affiliate of OCH, to resolve an investigation involving Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 ("Act") and Rules 13d-2 and 16a-3 thereunder, which require certain investors, like OCM, that beneficially own the registered equity securities of a public company to file reports with the SEC of their beneficial ownership in the equity of the company, including changes in their beneficial ownership, within specified timeframes. OCM cooperated immediately and fully with the SEC's investigation, and, without admitting or denying the SEC's findings, in a settled proceeding agreed to cease and desist from committing or causing any violations and any future violations of Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-2 and 16a-3 thereunder and to pay a $375,000 penalty. |
| (f) | See responses to Item 4 on each cover page. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On February 3, 2025, the reported securities were acquired for an aggregate purchase price of $100,000,000 by Capital I pursuant to a purchase agreement, dated as of January 31, 2025, by and between the Issuer and Capital I. The source of funds for such acquisition was working capital. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons continuously evaluate the businesses and prospects of the Issuer and its subsidiaries, alternative investment opportunities and all other factors deemed relevant in determining whether securities of the Issuer or its subsidiaries will be acquired by the Reporting Persons or by other accounts or funds associated with the Reporting Persons or whether the Reporting Persons or any such other accounts or funds will dispose of any Common Stock acquired by any of them. At any time, securities of the Issuer or its subsidiaries may be acquired, or, subject to the limitations set forth in the purchase agreement described in Item 6 hereof, some or all of the securities beneficially owned by the Reporting Persons may be sold, in either case in the open market, in privately negotiated transactions or otherwise.
Except as otherwise disclosed in this Schedule 13D, the Reporting Persons currently have no plans or proposals which would relate to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained in rows 11 and 13 on each of the cover pages of this Statement is incorporated herein by reference. The reported securities are held as follows: 180,953 shares of Common Stock are held directly by Fund I and 7,343,652 shares of Common Stock are held directly by Capital I. OCGH indirectly manages OCH, which in turn, indirectly manages each of Fund I and Capital I. As a result, each of the foregoing may be deemed to beneficially own the reported securities. |
| (b) | The information contained in rows 7 through 11 on each of the cover pages of this Statement is incorporated herein by reference. In this regard, because of the relationships between and among the Reporting Persons as described in Section (a) of this Item 5, the Reporting Persons may be deemed to share voting and dispositive power over the reported securities. |
| (c) | Except as set forth in this Statement, the Reporting Persons have not effected any transactions in the Common Stock during the prior 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Oaktree Capital I, L.P. has agreed with the Issuer not to transfer the 5,672,149 shares acquired on February 3, 2025 until February 4, 2026. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 24 Joint Filing Agreement, by and among the Reporting Persons, dated as of February 10, 2025.
Exhibit 99.1 Purchase Agreement.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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