UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2024
Oaktree Specialty Lending Corporation
(Exact name of registrant as specified in its charter)
Delaware | 814-00755 | 26-1219283 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
333 South Grand Avenue, 28th Floor Los Angeles, CA | 90071 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (213)
830-6300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock, par value $0.01 per share | OCSL | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
On August 2, 2024, Oaktree Specialty Lending Corporation, a Delaware corporation (the “Company”), entered into an amendment (the “Amendment”) to that certain equity distribution agreement, dated February 7, 2022 and amended on February 8, 2023 and August 8, 2023 (as amended, the “Equity Distribution Agreement”), by and among the Company, Oaktree Fund Advisors, LLC, Oaktree Fund Administration, LLC and Keefe, Bruyette & Woods, Inc., Citizens JMP Securities, LLC, Jefferies LLC and Raymond James & Associates, Inc., pursuant to which the Company may offer and sell shares of its common stock from time to time through the Placement Agents (as defined in the Equity Distribution Agreement). The Amendment increases the amount of shares of the Company’s common stock that may be offered and sold pursuant to the Equity Distribution Agreement by $175.0 million to an aggregate offering price of up to $300.0 million under the Company’s current shelf registration statement.
The offering is being made pursuant to the Company’s effective shelf registration statement on Form
N-2
(RegistrationNo. 333-269628)
filed with the Securities and Exchange Commission, as supplemented by a prospectus supplement, dated February 8, 2023, and supplements, dated August 8, 2023 and August 2, 2024, to the prospectus supplement. This Current Report on Form8-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 description above is only a summary of the material provisions of the Amendment and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
On August 2, 2024, Kirkland & Ellis LLP delivered its legality opinion with respect to the shares of the Company’s common stock to be sold pursuant to the Equity Distribution Agreement, which is attached hereto as Exhibit 5.1.
Item 9.01. | Financial Statements and Exhibits. |
(d)
Exhibits
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OAKTREE SPECIALTY LENDING CORPORATION | ||||||
Date: August 2, 2024 | By: | /s/ Christopher McKown | ||||
Name: | Christopher McKown | |||||
Title: | Chief Financial Officer and Treasurer |