Oaktree Strategic Credit Fund 424B3 Prospectus supplement

Filed pursuant to Rule 424(b)(3)

File No. 333-261775

OAKTREE STRATEGIC CREDIT FUND

SUPPLEMENT NO. 1 DATED FEBRUARY 22, 2023

TO THE PROSPECTUS DATED JANUARY 27, 2023

This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Oaktree Strategic Credit Fund (“we,” “our” or the “Company”), dated January 27, 2023 (as supplemented to date, the “Prospectus”). The Prospectus has been filed with the U.S. Securities and Exchange Commission and is available free of charge at www.sec.gov. Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.

The purpose of this Supplement is to amend, supplement or modify certain information contained in the Prospectus by including our Quarterly Report on Form 10-Q for the quarter ended December 31, 2022.

Quarterly Report on Form 10-Q for the Quarter Ended December 31, 2022

On February 9, 2023, we filed our Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 with the Securities and Exchange Commission. The report (without exhibits) is attached to this Supplement.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 814-01471

Oaktree Strategic Credit Fund

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


DELAWARE		87-6827742
(State or jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

333 South Grand Avenue, 28th Floor Los Angeles, CA		90071
(Address of principal executive office)		(Zip Code)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE:

(213) 830-6300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☐ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

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

☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) YES ☐ NO ☒

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class

Trading

Symbol(s)

Name of Exchange

on Which Registered

N/A

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class	Outstanding at February 7, 2023*
Class I shares of beneficial interest, $0.01 par value		18,188,824
Class S shares of beneficial interest, $0.01 par value		5,281,406

*	Common shares outstanding exclude February 1, 2023 subscriptions because the issuance price is not yet finalized as of the date hereof.

OAKTREE STRATEGIC CREDIT FUND

FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2022

TABLE OF CONTENTS


	PART I — FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements:
	Consolidated Statements of Assets and Liabilities as of December 31, 2022 (unaudited) and September 30, 2022	3
	Consolidated Statements of Operations (unaudited) for the three months ended December 31, 2022 and the period from December 10, 2021 (commencement of operations) to December 31, 2021	5
	Consolidated Statements of Changes in Net Assets (unaudited) for the three months ended December 31, 2022 and the period from December 10, 2021 (commencement of operations) to December 31, 2021	6
	Consolidated Statements of Cash Flows (unaudited) for the three months ended December 31, 2022 and the period from December 10, 2021 (commencement of operations) to December 31, 2021	7
	Consolidated Schedule of Investments as of December 31, 2022 (unaudited)	9
	Consolidated Schedule of Investments as of September 30, 2022	18
	Notes to Consolidated Financial Statements (unaudited)	25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	53
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	68
Item 4.	Controls and Procedures	70

	PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	70
Item 1A.	Risk Factors	70
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	70
Item 3.	Defaults Upon Senior Securities	70
Item 4.	Mine Safety Disclosures	70
Item 5.	Other Information	70
Item 6.	Exhibits	71
Signatures		72

PART I — FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements.

Oaktree Strategic Credit Fund

Consolidated Statements of Assets and Liabilities

(in thousands, except per share amounts)


	December 31, 2022 (unaudited)			September 30, 2022
ASSETS
Assets:
Investments – Non-control/Non-affiliate, at fair value (cost December 31, 2022: $680,228; cost September 30, 2022: $444,725)	$	662,179		$	428,556
Cash and cash equivalents		36,298			58,443
Due from affiliates		2,254			1,402
Interest receivable		4,038			3,297
Receivables from unsettled transactions		11,016			3,920
Deferred financing costs		3,311			3,295
Deferred offering costs		1,627			2,132
Derivative asset at fair value		—			13
Other assets		254			438

Total assets	$	720,977		$	501,496

LIABILITIES AND NET ASSETS
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	1,310		$	1,107
Dividends payable		4,810			3,657
Base management fee and incentive fee payable		994			—
Due to affiliates		3,826			2,926
Interest payable		843			469
Payables from unsettled transactions		45,232			51,566
Derivative liability at fair value		468			—
Deferred tax liability		39			44
Credit facility payable		170,000			75,000

Total liabilities		227,522			134,769
Commitments and contingencies (Note 11)
Net assets:
Common shares, $0.01 par value per share; unlimited shares authorized, 21,242 and 15,628 shares issued and outstanding as of December 31, 2022 and September 30, 2022, respectively		212			156
Additional paid-in-capital		512,130			380,646
Accumulated distributable earnings (loss)		(18,887	)		(14,075	)

Total net assets (equivalent to $23.23 and $23.47 per common share as of December 31, 2022 and September 30, 2022, respectively) (Note 10)		493,455			366,727

Total liabilities and net assets	$	720,977		$	501,496

See notes to Consolidated Financial Statements.

Oaktree Strategic Credit Fund

Consolidated Statements of Assets and Liabilities

(in thousands, except per share amounts)


	December 31, 2022 (unaudited)		September 30, 2022
NET ASSET VALUE PER SHARE
Class I Shares:
Net assets	$	387,720	$	305,989
Common shares outstanding ($0.01 par value, unlimited shares authorized)		16,690		13,040
Net asset value per share	$	23.23	$	23.47
Class S Shares:
Net assets	$	105,735	$	60,738
Common shares outstanding ($0.01 par value, unlimited shares authorized)		4,552		2,588
Net asset value per share	$	23.23	$	23.47

See notes to Consolidated Financial Statements.

Oaktree Strategic Credit Fund

Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)


	Three months ended December 31, 2022			For the period from December 10, 2021 (commencement of operations) to December 31, 2021
Interest income:
Non-control/Non-affiliate investments	$	14,095		$	81
Interest on cash and cash equivalents		173			—

Total interest income		14,268			81
PIK interest income:
Non-control/Non-affiliate investments		527			—

Total PIK interest income		527			—
Fee income:
Non-control/Non-affiliate investments		87			2

Total fee income		87			2

Total investment income		14,882			83

Expenses:
Base management fee		1,396			—
Investment income incentive fee		1,240			—
Professional fees		398			—
Class S distribution and shareholder servicing fees		199			—
Board of trustees fees		66			—
Organization expenses		4			—
Amortization of continuous offering costs		848			—
Interest expense		2,806			8
Administrator expense		144			—
General and administrative expenses		178			—

Total expenses		7,279			8
Management and incentive fees waived (Note 9)		(1,642	)		—
Expense support (Note 9)		(852	)		—

Net expenses		4,785			8

Net investment income		10,097			75

Unrealized appreciation (depreciation):
Non-control/Non-affiliate investments		(2,361	)		(3	)
Foreign currency forward contracts		(481	)		—

Net unrealized appreciation (depreciation)		(2,842	)		(3	)
Realized gains (losses):
Non-control/Non-affiliate investments		(637	)		—
Foreign currency forward contracts		(23	)		—

Net realized gains (losses)		(660	)		—

Provision for income tax (expense) benefit		(51	)		—

Net realized and unrealized gains (losses), net of taxes		(3,553	)		(3	)

Net increase (decrease) in net assets resulting from operations	$	6,544		$	72

See notes to Consolidated Financial Statements.

Oaktree Strategic Credit Fund

Consolidated Statements of Changes in Net Assets

(in thousands, except per share amounts)

(unaudited)


	Three months ended December 31, 2022			For the period from December 10, 2021 (commencement of operations) to December 31, 2021
Operations:
Net investment income	$	10,097		$	75
Net unrealized appreciation (depreciation)		(2,842	)		(3	)
Net realized gains (losses)		(660	)		—
Provision for income tax (expense) benefit		(51	)		—

Net increase (decrease) in net assets resulting from operations		6,544			72

Distributions to common shareholders:
Class I		(9,127	)		—
Class S		(2,229	)		—

Net decrease in net assets resulting from distributions		(11,356	)		—

Share transactions:
Class I:
Issuance of Common shares		84,482			25,000
Issuance of Common shares under dividend reinvestment plan		1,045			—

Net increase from share transactions		85,527			25,000

Class S:
Issuance of Common shares		45,226			—
Issuance of Common shares under dividend reinvestment plan		787			—

Net increase from share transactions		46,013			—

Total increase (decrease) in net assets		126,728			25,072

Net assets at beginning of period		366,727			—

Net assets at end of period	$	493,455		$	25,072

Net asset value per common share	$	23.23		$	25.07

Common shares outstanding at end of period		21,242			1,000

See notes to Consolidated Financial Statements.

Oaktree Strategic Credit Fund

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Three months ended December 31, 2022			For the period from December 10, 2021 (commencement of operations) to December 31, 2021
Operating activities:
Net increase (decrease) in net assets resulting from operations	$	6,544		$	72
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net unrealized (appreciation) depreciation		2,842			3
Net realized (gains) losses		660			—
PIK interest income		(527	)		—
Accretion of original issue discount on investments		(1,391	)		(3	)
Amortization of deferred financing costs		199			—
Amortization of deferred offering costs		848			—
Deferred taxes		(4	)		—
Purchases of investments		(273,488	)		(33,884	)
Proceeds from the sales and repayments of investments		39,501			—
Changes in operating assets and liabilities:
(Increase) decrease in due from affiliates		(852	)		(687	)
(Increase) decrease in interest receivable		(741	)		(53	)
(Increase) decrease in receivables from unsettled transactions		(7,096	)		—
(Increase) decrease in other assets		184			(2	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		179			—
Increase (decrease) in base management fee and incentive fees payable		994			—
Increase (decrease) in due to affiliates		632			—
Increase (decrease) in interest payable		374			8
Increase (decrease) in payables from unsettled transactions		(6,334	)		8,442

Net cash used in operating activities		(237,476	)		(26,104	)

Financing activities:
Distributions paid in cash		(8,368	)		—
Borrowings under credit facility		175,000			—
Repayments of borrowings under credit facility		(80,000	)		—
Proceeds from secured borrowings		—			12,740
Proceeds from issuance of common shares		129,707			25,000
Deferred financing costs paid		(215	)		—
Deferred offering costs paid		(50	)		—

Net cash provided by financing activities		216,074			37,740

Effect of exchange rate changes on foreign currency		(743	)		—

Net increase (decrease) in cash and cash equivalents		(22,145	)		11,636
Cash and cash equivalents, beginning of period		58,443			—

Cash and cash equivalents, end of period	$	36,298		$	11,636

Supplemental information:
Cash paid for interest	$	2,233		$	—
Non-cash financing activities:
Deferred offering costs incurred	$	293		$	—
Distribution payable		4,810			—
Reinvestment of dividends during the period		1,832			—

Oaktree Strategic Credit Fund

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	December 31, 2022		September 30, 2022
Reconciliation to the Statement of Assets and Liabilities
Cash and cash equivalents	$	36,298	$	58,443

Total cash and cash equivalents	$	36,298	$	58,443

See notes to Consolidated Financial Statements.

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

December 31, 2022

(dollar amounts in thousands)

(unaudited)


Portfolio Company/Type of Investment (1)(2)(3)(4)	Cash Interest Rate (5)			Industry	Principal (6)		Cost			Fair Value			Notes
Non-Control/Non-Affiliate Investments														(7)
107 Fair Street LLC				Real Estate Development
First Lien Delayed Draw Term Loan, 12.50% cash due 5/17/2024					$	953	$	902		$	900			(8)(9)(11)

								902			900
112-126 Van Houten Real22 LLC				Real Estate Development
First Lien Delayed Draw Term Loan, 12.00% cash due 5/4/2024						2,616		2,558			2,551			(8)(9)(11)

								2,558			2,551
Access CIG, LLC				Diversified Support Services
First Lien Term Loan, LIBOR+3.75% cash due 2/27/2025		7.82	%			5,968		5,818			5,859			(5)
Second Lien Term Loan, LIBOR+7.75% cash due 2/27/2026		11.82	%			4,000		3,983			3,560			(5)(8)

								9,801			9,419
ADC Therapeutics SA				Biotechnology
First Lien Term Loan, SOFR+7.50% cash due 8/15/2029		12.23	%			10,406		9,900			9,909			(5)(8)(10)
First Lien Delayed Draw Term Loan, SOFR+7.50% cash due 8/15/2029						—		(60	)		(55	)		(5)(8)(9)(10)
45,727 Common Stock Warrants (exercise price $8.297) expiration 8/15/2032								275			80			(8)(10)

								10,115			9,934
AI Sirona (Luxembourg) Acquisition S.a.r.l.				Pharmaceuticals
First Lien Term Loan, EURIBOR+3.25% cash due 9/29/2025		5.15	%		€	4,100		3,647			4,223			(5)(10)

								3,647			4,223
AIP RD Buyer Corp.				Distributors
Second Lien Term Loan, SOFR+7.75% cash due 12/23/2029		12.17	%		$	4,563		4,483			4,419			(5)(8)
4,560 Common Units in RD Holding LP								428			483			(8)

								4,911			4,902
Altice France S.A.				Integrated Telecommunication Services
First Lien Term Loan, LIBOR+4.00% cash due 8/14/2026		8.65	%			1,990		1,906			1,856			(5)(10)
Fixed Rate Bond, 5.50% cash due 10/15/2029						3,200		2,700			2,446			(10)

								4,606			4,302
Alto Pharmacy Holdings, Inc.				Health Care Technology
First Lien Term Loan, SOFR+8.00% cash 3.50% PIK due 10/14/2027		12.68	%			12,687		11,606			11,645			(5)(8)
244,370 Common Stock Warrants (exercise price $15.46) expiration date 10/14/2032								943			924			(8)

								12,549			12,569
American Auto Auction Group, LLC				Consumer Finance
Second Lien Term Loan, SOFR+8.75% cash due 1/2/2029		13.33	%			6,901		6,781			5,348			(5)(8)

								6,781			5,348
American Rock Salt Company LLC				Diversified Metals & Mining
First Lien Term Loan, LIBOR+4.00% cash due 6/9/2028		8.38	%			9,965		9,383			9,404			(5)

								9,383			9,404
American Tire Distributors, Inc.				Distributors
First Lien Term Loan, LIBOR+6.25% cash due 10/20/2028		10.61	%			3,970		3,950			3,652			(5)

								3,950			3,652

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

December 31, 2022

(dollar amounts in thousands)

(unaudited)


Portfolio Company/Type of Investment (1)(2)(3)(4)	Cash Interest Rate (5)			Industry		Principal (6)		Cost			Fair Value			Notes
AMMC CLO 27 Ltd.					Multi-Sector Holdings
Class E Notes, SOFR+8.89% cash due 1/20/2036		13.49	%				1,000		895			917			(5)(10)

									895			917
Anastasia Parent, LLC					Personal Products
First Lien Term Loan, LIBOR+3.75% cash due 8/11/2025		8.48	%				6,894		5,787			5,161			(5)

									5,787			5,161
APX Group Inc.					Electrical Components & Equipment
Fixed Rate Bond, 5.75% cash due 7/15/2029						$	275	$	231		$	228			(10)

									231			228
Ardonagh Midco 3 PLC					Insurance Brokers
First Lien Delayed Draw Term Loan, EURIBOR+6.50% cash due 7/14/2026		8.23	%			€	9,600		9,568			9,959			(5)(8)(10)

									9,568			9,959
ASP Unifrax Holdings, Inc.					Trading Companies & Distributors
First Lien Term Loan, LIBOR+3.75% cash due 12/12/2025		8.48	%			$	4,088		3,953			3,647			(5)

									3,953			3,647
ASP-R-PAC Acquisition Co LLC					Paper Packaging
First Lien Term Loan, LIBOR+6.00% cash due 12/29/2027		10.38	%				4,899		4,817			4,718			(5)(8)(10)
First Lien Revolver, LIBOR+6.00% cash due 12/29/2027							—		(10	)		(22	)		(5)(8)(9)(10)

									4,807			4,696
Astra Acquisition Corp.					Application Software
First Lien Term Loan, LIBOR+5.25% cash due 10/25/2028		9.63	%				4,848		4,588			4,303			(5)

									4,588			4,303
Asurion, LLC					Property & Casualty Insurance
First Lien Term Loan, LIBOR+3.25% cash due 12/23/2026		7.63	%				2,992		2,669			2,675			(5)
First Lien Term Loan, SOFR+4.00% cash due 8/19/2028		8.68	%				3,990		3,802			3,570			(5)
Second Lien Term Loan, LIBOR+5.25% cash due 1/20/2029		9.63	%				8,500		7,661			6,657			(5)

									14,132			12,902
athenahealth Group Inc.					Health Care Technology
First Lien Term Loan, SOFR+3.50% cash due 2/15/2029		7.82	%				8,100		7,414			7,333			(5)
First Lien Delayed Draw Term Loan, SOFR+3.50% cash due 2/15/2029							—		(88	)		(98	)		(5)(9)
5,809 Shares of Series A Preferred Stock in Minerva Holdco, Inc., 10.75%									5,693			4,865			(8)

									13,019			12,100
Avalara, Inc.					Application Software
First Lien Term Loan, SOFR+7.25% cash due 10/19/2028		11.83	%				19,029		18,570			18,553			(5)(8)
First Lien Revolver, SOFR+7.25% cash due 10/19/2028							—		(46	)		(48	)		(5)(8)(9)

									18,524			18,505
Barings Euro CLO 2022-1 DAC					Multi-Sector Holdings
Class E notes, EURIBOR+8.03% cash due 10/28/2034		9.93	%			€	1,067		871			965			(5)(10)

									871			965
Battery Park CLO II Ltd					Multi-Sector Holdings
Class E Notes, SOFR+8.36% cash due 10/20/2035		12.54	%			$	1,500		1,328			1,428			(5)(10)

									1,328			1,428
BioXcel Therapeutics, Inc.					Pharmaceuticals
First Lien Term Loan, 8.00% cash 2.25% PIK due 4/19/2027							3,166		3,048			2,957			(8)(10)
First Lien Delayed Draw Term Loan, 8.00% cash 2.25% PIK due 4/19/2027							—		—			—			(8)(9)(10)

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

December 31, 2022

(dollar amounts in thousands)

(unaudited)


Portfolio Company/Type of Investment (1)(2)(3)(4)	Cash Interest Rate (5)			Industry	Principal (6)		Cost		Fair Value		Notes
First Lien Revenue Interest Financing Term Loan due 9/30/2032						1,430		1,430		1,430	(8)(10)
First Lien Revenue Interest Financing Delayed Draw Term Loan due 9/30/2032						—		—		—	(8)(9)(10)
12,453 Common Stock Warrants (exercise price $20.04) expiration date 4/19/2029								74		162	(8)(10)

								4,552		4,549
Blackhawk Network Holdings, Inc.				Data Processing & Outsourced Services
First Lien Term Loan, LIBOR+3.00% cash due 6/15/2025		7.08	%			7,001		6,785		6,841	(5)

								6,785		6,841
Boxer Parent Company Inc.				Systems Software
First Lien Term Loan, LIBOR+3.75% cash due 10/2/2025		8.13	%			9,936		9,594		9,536	(5)

								9,594		9,536
BYJU’s Alpha, Inc.				Application Software
First Lien Term Loan, LIBOR+6.00% cash due 11/24/2026		10.70	%		$	4,962	$	4,913	$	4,002	(5)(10)

								4,913		4,002
CCO Holdings LLC				Cable & Satellite
Fixed Rate Bond, 4.50% cash due 5/1/2032						4,281		3,489		3,416	(10)

								3,489		3,416
Cengage Learning, Inc.				Education Services
First Lien Term Loan, LIBOR+4.75% cash due 7/14/2026		7.81	%			10,565		10,034		9,527	(5)

								10,034		9,527
Clear Channel Outdoor Holdings, Inc.				Advertising
First Lien Term Loan, LIBOR+3.50% cash due 8/21/2026		7.91	%			6,951		6,456		6,347	(5)(10)
Fixed Rate Bond, 5.125% cash due 8/15/2027						726		632		631	(10)
Fixed Rate Bond, 7.75% cash due 4/15/2028						174		167		127	(10)

								7,255		7,105
Condor Merger Sub Inc.				Systems Software
Fixed Rate Bond, 7.375% cash due 2/15/2030						4,527		4,503		3,648

								4,503		3,648
Convergeone Holdings, Inc.				IT Consulting & Other Services
First Lien Term Loan, LIBOR+5.00% cash due 1/4/2026		9.38	%			4,961		4,557		2,907	(5)

								4,557		2,907
Covetrus, Inc.				Health Care Distributors
First Lien Term Loan, SOFR+5.00% cash due 9/20/2029		9.58	%			9,589		9,071		9,009	(5)

								9,071		9,009
Cuppa Bidco BV				Soft Drinks
First Lien Term Loan, EURIBOR+4.75% cash due 7/30/2029		7.50	%		€	10,940		9,340		9,749	(5)(10)

								9,340		9,749
Curium Bidco S.à.r.l.				Biotechnology
First Lien Term Loan, LIBOR+4.00% cash due 7/9/2026		8.73	%		$	1,995		1,950		1,955	(5)(10)
First Lien Term Loan, LIBOR+4.25% cash due 12/2/2027		8.98	%			997		978		975	(5)(10)

								2,928		2,930
Delta Leasing SPV II LLC				Specialized Finance
Subordinated Delayed Draw Term Loan, 10.00% cash due 8/31/2029						6,606		6,606		6,606	(8)(9)(10)
330 Series C Preferred Units in Delta Financial Holdings LLC								330		330	(8)(10)
1.65 Common Units in Delta Financial Holdings LLC								2		2	(8)(10)

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

December 31, 2022

(dollar amounts in thousands)

(unaudited)


Portfolio Company/Type of Investment (1)(2)(3)(4)	Cash Interest Rate (5)			Industry	Principal (6)		Cost			Fair Value			Notes
24.77 Common Warrants (exercise price $1.00)								—			—		(8)(10)

								6,938			6,938
Delta Topco, Inc.				Systems Software
First Lien Term Loan, LIBOR+3.75% cash due 12/1/2027		8.15	%			2,000		1,890			1,854		(5)

								1,890			1,854
DirecTV Financing, LLC				Cable & Satellite
First Lien Term Loan, LIBOR+5.00% cash due 8/2/2027		9.38	%			7,435		7,155			7,254		(5)
Fixed Rate Bond, 5.875% cash due 8/15/2027						750		674			672

								7,829			7,926
Domtar Corp				Paper Products
First Lien Term Loan, LIBOR+5.50% cash due 11/30/2028		9.79	%			2,970		2,945			2,851		(5)

								2,945			2,851
Dryden 66 Euro CLO 2018 DAC				Multi-Sector Holdings
Class DR notes, EURIBOR+3.35% cash due 1/18/2032		4.75	%		€	1,601		1,335			1,389		(5)(10)

								1,335			1,389
DTI Holdco, Inc.				Research & Consulting Services
First Lien Term Loan, SOFR+4.75% cash due 4/26/2029		8.84	%		$	9,232		8,891			8,528		(5)

								8,891			8,528
Dukes Root Control Inc.				Environmental & Facilities Services
First Lien Term Loan, SOFR+6.50% cash due 12/8/2028		10.83	%		$	11,893	$	11,629		$	11,632		(5)(8)
First Lien Delayed Draw Term Loan, SOFR+6.50% cash due 12/8/2028						—		(33	)		(64	)	(5)(8)(9)
First Lien Revolver, SOFR+6.50% cash due 12/8/2028		10.83	%			116		84			84		(5)(8)(9)

								11,680			11,652
eResearch Technology, Inc.				Application Software
First Lien Term Loan, LIBOR+4.50% cash due 2/4/2027		8.88	%			6,483		5,978			5,740		(5)

								5,978			5,740
Establishment Labs Holdings Inc.				Health Care Technology
First Lien Term Loan, 3.00% cash 6.00% PIK due 4/21/2027						10,561		10,426			10,085		(8)(10)
First Lien Delayed Draw Term Loan, 3.00% cash 6.00% PIK due 4/21/2027						1,691		1,664			1,691		(8)(9)(10)

								12,090			11,776
Frontier Communications Holdings, LLC				Integrated Telecommunication Services
First Lien Term Loan, LIBOR+3.75% cash due 10/8/2027		8.50	%			4,982		4,823			4,771		(5)(10)
Fixed Rate Bond, 6.00% cash due 1/15/2030						5,517		4,723			4,341		(10)

								9,546			9,112
Gibson Brands, Inc.				Leisure Products
First Lien Term Loan, LIBOR+5.00% cash due 8/11/2028		9.13	%			4,955		4,788			3,667		(5)(8)

								4,788			3,667
GoldenTree Loan Management EUR CLO 2 DAC				Multi-Sector Holdings
Class D notes, EURIBOR+2.85% cash due 1/20/2032		4.31	%		€	1,067		865			899		(5)(10)

								865			899
Grove Hotel Parcel Owner, LLC				Hotels, Resorts & Cruise Lines
First Lien Term Loan, SOFR+8.00% cash due 6/21/2027		12.33	%		$	17,640		17,325			17,287		(5)(8)
First Lien Delayed Draw Term Loan, SOFR+8.00% cash due 6/21/2027						—		(63	)		(71	)	(5)(8)(9)

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

December 31, 2022

(dollar amounts in thousands)

(unaudited)


Portfolio Company/Type of Investment (1)(2)(3)(4)	Cash Interest Rate (5)			Industry		Principal (6)		Cost			Fair Value				Notes
First Lien Revolver, SOFR+8.00% cash due 6/21/2027							—		(32	)		(35	)			(5)(8)(9)

									17,230			17,181
Harbor Purchaser Inc.					Education Services
First Lien Term Loan, SOFR+5.25% cash due 4/9/2029		9.67	%				10,524		10,081			10,040				(5)

									10,081			10,040
Hayfin Emerald CLO XI DAC					Multi-Sector Holdings
Class E notes, EURIBOR+8.12% cash due 1/25/2036		10.11	%			€	2,401		2,041			2,079				(5)(10)

									2,041			2,079
Horizon Aircraft Finance I Ltd.					Specialized Finance
Class A Notes, 4.458% cash due 12/15/2038						$	3,161		2,532			2,595				(10)

									2,532			2,595
iCIMs, Inc.					Application Software
First Lien Term Loan, SOFR+3.375% cash 3.875% PIK due 8/18/2028		7.14	%				15,164		14,916			14,545				(5)(8)
First Lien Term Loan, SOFR+7.25% cash due 8/18/2028		11.52	%				2,325		2,286			2,279				(5)(8)
First Lien Delayed Draw Term Loan, SOFR+6.75% cash due 8/18/2028							—		—			—				(5)(8)(9)
First Lien Revolver, SOFR+6.75% cash due 8/18/2028							—		(24	)		(59	)			(5)(8)(9)

									17,178			16,765
Impel Neuropharma, Inc.					Health Care Technology
First Lien Revenue Interest Financing Term Loan due 2/15/2031							5,286		5,286			5,265				(8)
First Lien Term Loan, SOFR+8.75% cash due 3/17/2027		13.20	%				4,768		4,687			4,656				(5)(8)

									9,973			9,921
Innocoll Pharmaceuticals Limited					Health Care Technology
First Lien Term Loan, 11.00% cash due 1/26/2027						$	4,316	$	4,159		$	4,011		��		(8)(10)
First Lien Delayed Draw Term Loan, 11.00% cash due 1/26/2027							—		—			—				(8)(9)(10)
36,087 Tranche A Warrant Shares (exercise price $4.23) expiration date 1/26/2029									85			419				(8)(10)

									4,244			4,430
Iris Holding, Inc.					Metal & Glass Containers
First Lien Term Loan, SOFR+4.75% cash due 6/28/2028		8.94	%				10,973		10,241			10,006				(5)(10)

									10,241			10,006
Jamestown CLO XII Ltd.					Multi-Sector Holdings
Class D Notes, LIBOR+7.00% cash due 4/20/2032		11.24	%				500		391			441				(5)(10)

									391			441
Kings Buyer, LLC					Environmental & Facilities Services
First Lien Term Loan, LIBOR+6.50% cash due 10/29/2027		11.23	%				4,839		4,791			4,684				(5)(8)
First Lien Revolver, LIBOR+6.50% cash due 10/29/2027		11.75	%				235		228			213				(5)(8)(9)

									5,019			4,897
LABL Inc					Office Services & Supplies
First Lien Term Loan, LIBOR+5.00% cash due 10/29/2028		9.38	%				10,759		10,267			10,241				(5)

									10,267			10,241
Latam Airlines Group S.A.					Airlines
First Lien Term Loan, SOFR+9.50% cash due 11/3/2027		13.99	%				13,228		12,132			13,056				(5)(10)

									12,132			13,056

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

December 31, 2022

(dollar amounts in thousands)

(unaudited)


Portfolio Company/Type of Investment (1)(2)(3)(4)	Cash Interest Rate (5)			Industry	Principal (6)		Cost			Fair Value			Notes
LSL Holdco, LLC				Health Care Distributors
First Lien Term Loan, LIBOR+6.00% cash due 1/31/2028		10.38	%			10,121		9,895			9,539			(5)(8)
First Lien Revolver, LIBOR+6.00% cash due 1/31/2028		10.38	%			1,015		998			957			(5)(8)

								10,893			10,496
LTI Holdings, Inc.				Electronic Components
First Lien Term Loan, LIBOR+3.50% cash due 9/6/2025		7.88	%			6,946		6,660			6,666			(5)

								6,660			6,666
McAfee Corp.				Systems Software
First Lien Term Loan, SOFR+3.75% cash due 3/1/2029		7.97	%			10,955		10,342			10,227			(5)

								10,342			10,227
Mesoblast, Inc.				Biotechnology
First Lien Term Loan, 8.00% cash 1.75% PIK due 11/19/2026						2,294		2,126			2,049			(8)(10)
First Lien Delayed Draw Term Loan, 8.00% cash 1.75% PIK due 11/19/2026						—		—			—			(8)(9)(10)
66,347 Warrant Shares (exercise price $7.26) expiration date 11/19/2028								152			70			(8)(10)
17,058 Warrant Shares (exercise price $3.70) expiration 11/19/2028								—			26			(8)(10)

								2,278			2,145
MHE Intermediate Holdings, LLC				Diversified Support Services
First Lien Term Loan, SOFR+6.25% cash due 7/21/2027		9.75	%			8,176		7,990			7,919			(5)(8)

								7,990			7,919
Mitchell International, Inc.				Application Software
First Lien Term Loan, LIBOR+3.75% cash due 10/15/2028		8.41	%			7,481		7,020			6,916			(5)
Second Lien Term Loan, LIBOR+6.50% cash due 10/15/2029		11.23	%			4,000		3,794			3,343			(5)

								10,814			10,259
MRI Software LLC				Application Software
First Lien Term Loan, LIBOR+5.50% cash due 2/10/2026		10.23	%		$	8,204	$	8,017		$	7,907			(5)(8)
First Lien Delayed Draw Term Loan, LIBOR+5.50% cash due 2/10/2026						—		(10	)		(133	)		(5)(8)(9)

								8,007			7,774
NFP Corp.				Other Diversified Financial Services
Fixed Rate Bond 6.875% cash due 8/15/2028						3,784		3,437			3,127

								3,437			3,127
Nidda BondCo GmbH				Health Care Services
Fixed Rate Bond, 7.50% cash due 8/21/2026					€	500		419			511			(10)

								419			511
OCP EURO CLO 2022-6 DAC				Multi-Sector Holdings
Class D Notes, EURIBOR+6.06% cash due 1/20/2033		8.05	%			1,601		1,502			1,546			(5)(10)
Class E Notes, EURIBOR+6.87% cash due 1/20/2033		8.86	%			2,135		1,784			1,819			(5)(10)

								3,286			3,365
OEConnection LLC				Application Software
Second Lien Term Loan, SOFR+7.00% cash due 9/25/2027		11.42	%		$	5,355		5,267			5,143			(5)(8)

								5,267			5,143
OFSI BSL CLO XI, Ltd.				Multi-Sector Holdings
Class E Notes, SOFR+7.60% cash due 7/18/2031		11.53	%			2,500		2,161			2,294			(5)(10)

								2,161			2,294
Park Place Technologies, LLC				Internet Services & Infrastructure

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

December 31, 2022

(dollar amounts in thousands)

(unaudited)


Portfolio Company/Type of Investment (1)(2)(3)(4)	Cash Interest Rate (5)			Industry	Principal (6)		Cost			Fair Value			Notes
First Lien Term Loan, SOFR+5.00% cash due 11/10/2027		9.42	%			4,982		4,753			4,711		(5)

								4,753			4,711
PetSmart LLC				Specialty Stores
First Lien Term Loan, LIBOR+3.75% cash due 2/11/2028		8.13	%			9,990		9,653			9,806		(5)

								9,653			9,806
PFNY Holdings, LLC				Leisure Facilities
First Lien Term Loan, LIBOR+7.00% cash due 12/31/2026		10.74	%			8,258		8,127			8,115		(5)(8)
First Lien Delayed Draw Term Loan, LIBOR+7.00% cash due 12/31/2026		10.74	%			705		693			691		(5)(8)(9)
First Lien Revolver, LIBOR+7.00% cash due 12/31/2026		11.76	%			396		390			389		(5)(8)

								9,210			9,195
Planview Parent, Inc.				Application Software
First Lien Term Loan, LIBOR+4.00% cash due 12/17/2027		8.73	%			9,169		8,640			8,563		(5)

								8,640			8,563
Profrac Holdings II, LLC				Industrial Machinery
First Lien Term Loan, SOFR+7.25% cash due 3/4/2025		11.10	%			6,307		6,173			6,156		(5)(8)

								6,173			6,156
Radiology Partners Inc.				Health Care Distributors
First Lien Term Loan, LIBOR+4.25% cash due 7/9/2025		8.64	%			6,253		5,909			5,278		(5)
Fixed Rate Bond, 9.25% cash due 2/1/2028						1,950		1,938			1,098

								7,847			6,376
Renaissance Holding Corp.				Diversified Banks
First Lien Term Loan, LIBOR+3.25% cash due 5/30/2025		7.63	%			3,729		3,571			3,564		(5)

								3,571			3,564
Salus Workers’ Compensation, LLC				Other Diversified Financial Services
First Lien Term Loan, SOFR+10.00% cash due 10/7/2026		14.32	%		$	17,039	$	16,390		$	16,400		(5)(8)
First Lien Revolver, SOFR+10.00% cash due 10/7/2026		14.32	%			569		497			498		(5)(8)(9)
606,357 Common Stock Warrants (exercise price $4.83) expiration date 10/7/2032								200			188		(8)

								17,087			17,086
SCP Eye Care Services, LLC				Health Care Services
Second Lien Term Loan, SOFR+8.75% cash due 10/7/2030		12.52	%			5,881		5,710			5,710		(5)(8)
Second Lien Delayed Draw Term Loan, SOFR+8.75% cash due 10/7/2030						—		(26	)		(50	)	(5)(8)(9)
761 Units in Eyesouth Co-Investor FT Aggregator LLC								761			817		(8)

								6,445			6,477
scPharmaceuticals Inc.				Pharmaceuticals
First Lien Term Loan, SOFR+8.75% cash due 10/13/2027		11.75	%			7,654		7,262			7,279		(5)(8)
First Lien Delayed Draw Term Loan, SOFR+8.75% cash due 10/13/2027						—		—			—		(5)(8)(9)
79,075 Common Stock Warrants (exercise price $5.40) expiration date 10/12/2029								258			386		(8)

								7,520			7,665
SM Wellness Holdings, Inc.				Health Care Services
First Lien Term Loan, LIBOR+4.75% cash due 4/17/2028		9.42	%			12,916		11,938			10,527		(5)(8)

								11,938			10,527
Southern Veterinary Partners, LLC				Health Care Facilities
First Lien Term Loan, LIBOR+4.00% cash due 10/5/2027		8.38	%			3,234		3,090			3,106		(5)

								3,090			3,106
SPX Flow, Inc.				Industrial Machinery

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

December 31, 2022

(dollar amounts in thousands)

(unaudited)


Portfolio Company/Type of Investment (1)(2)(3)(4)	Cash Interest Rate (5)			Industry	Principal (6)		Cost		Fair Value		Notes
First Lien Term Loan, SOFR+4.50% cash due 4/5/2029		8.92	%			12,358		11,814		11,575	(5)

								11,814		11,575
Sunshine Luxembourg VII Sarl				Personal Products
First Lien Term Loan, LIBOR+3.75% cash due 10/1/2026		8.48	%			4,987		4,754		4,789	(5)(10)

								4,754		4,789
Superior Industries International, Inc.				Auto Parts & Equipment
First Lien Term Loan, SOFR+8.00% cash due 12/16/2028		12.32	%			33,563		32,564		32,556	(5)(8)

								32,564		32,556
Surgery Center Holdings, Inc.				Health Care Facilities
First Lien Term Loan, LIBOR+3.75% cash due 8/31/2026		8.05	%			6,290		6,076		6,226	(5)

								6,076		6,226
Tacala, LLC				Restaurants
First Lien Term Loan, LIBOR+3.50% cash due 2/5/2027		7.89	%			3,000		2,880		2,893	(5)
Second Lien Term Loan, LIBOR+7.50% cash due 2/4/2028		11.88	%			7,310		7,099	��	6,662	(5)

								9,979		9,555
TIBCO Software Inc.				Application Software
First Lien Term Loan, SOFR+4.50% cash due 3/20/2029		9.18	%			10,834		9,899		9,702	(5)

								9,899		9,702
Touchstone Acquisition, Inc.				Health Care Supplies
First Lien Term Loan, LIBOR+6.00% cash due 12/29/2028		10.38	%			8,549		8,402		8,357	(5)(8)

								8,402		8,357
Trinitas CLO XV DAC				Multi-Sector Holdings
Class E Notes, LIBOR+7.45% cash due 4/22/2034		11.77	%			1,000		810		846	(5)(10)

								810		846
Uniti Group LP				Specialized REITs
Fixed Rate Bond, 6.50% cash due 2/15/2029					$	1,750	$	1,617	$	1,163	(10)
Fixed Rate Bond, 4.75% cash due 4/15/2028						2,200		1,911		1,763	(10)

								3,528		2,926
Wellfleet CLO 2022-2, Ltd.				Multi-Sector Holdings
Class E Notes, SOFR+8.56% cash due 10/18/2035		12.17	%			1,500		1,442		1,442	(5)(10)

								1,442		1,442
WP CPP Holdings, LLC				Aerospace & Defense
First Lien Term Loan, LIBOR+3.75% cash due 4/30/2025		8.17	%			9,705		8,928		8,487	(5)

								8,928		8,487
WWEX Uni Topco Holdings, LLC				Air Freight & Logistics
First Lien Term Loan, LIBOR+4.00% cash due 7/26/2028		8.73	%			6,947		6,586		6,380	(5)

								6,586		6,380
Zayo Group Holdings, Inc.				Alternative Carriers
First Lien Term Loan, LIBOR+3.00% cash due 3/9/2027		7.38	%			7,000		6,493		5,703	(5)
Fixed Rate Bond, 4.00% cash due 3/1/2027						1,700		1,441		1,259

								7,934		6,962

Total Non-Control/Non-Affiliate Investments (134.2% of net assets)							$	680,228	$	662,179

Cash and Cash Equivalents (7.4% of net assets)							$	36,298	$	36,298

*Total Portfolio Investments, Cash and Cash Equivalents (141.5% of net assets)*							$	716,526	$	698,477

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

December 31, 2022

(dollar amounts in thousands)

(unaudited)


Derivative Instrument	Notional Amount to be Purchased		Notional Amount to be Sold		Maturity Date		Counterparty	Cumulative Unrealized Appreciation / (Depreciation)
Foreign currency forward contract	$	24,188	€	23,045		2/9/2023	Bank of New York Mellon	$	(468	)

								$	(468	)

(1)	All debt investments are income producing unless otherwise noted. All equity investments are non-income producing unless otherwise noted.

(2)	See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition by geographic region.

(3)	Each of the Company’s investments is pledged as collateral under the Company’s senior secured credit facility.

(4)

Interest rates may be adjusted from period to period on certain term loans and revolvers. These rate adjustments may be either temporary in nature due to tier pricing arrangements or financial or payment covenant violations in the original credit agreements or permanent in nature per loan amendment or waiver documents.

(5)

The interest rate on the principal balance outstanding for most floating rate loans is indexed to the London Interbank Offered Rate (“LIBOR”), the Secured Overnight Financing Rate (“SOFR”) and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over LIBOR or the alternate base rate based on each respective credit agreement and the cash interest rate as of period end. All LIBOR shown above is in U.S. dollars unless otherwise noted. As of December 31, 2022, the reference rates for the Company’s variable rate loans were the 30-day LIBOR at 4.38%, the 90-day LIBOR at 4.73, the 30-day SOFR at 4.32%, the 90-day SOFR at 4.58%, the 180-day SOFR at 4.79%, the 30-day EURIBOR at 1.90%, the 90-day EURIBOR at 1.99% and the 180-day EURIBOR at 0.38%. Most loans include an interest floor, which generally ranges from 0% to 2%. SOFR based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread.

(6)	Principal includes accumulated payment in kind (“PIK”) interest and is net of repayments, if any. “€” signifies the investment is denominated in Euros. All other investments are denominated in U.S. dollars.

(7)

Non-Control/Non-Affiliate Investments are investments that are neither Control Investments nor Affiliate Investments. Control Investments generally are defined by the Investment Company Act of 1940, as amended (the “Investment Company Act”), as investments in companies in which the Company owns more than 25% of the voting securities and/or has the power to exercise control over the management or policies of the company. Affiliate Investments generally are defined by the Investment Company Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.

(8)

As of December 31, 2022, these investments are categorized as Level 3 within the fair value hierarchy established by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) and were valued using significant unobservable inputs.

(9)	Investment has undrawn commitments. Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis. A negative fair value may result from the unfunded commitment being valued below par.

(10)

Investment is not a qualifying asset as defined under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2022, qualifying assets represented 79.1% of the Company’s total assets and non-qualifying assets represented 20.9% of the Company’s total assets.

(11)	This investment represents a participation interest in the underlying securities shown.

See notes to Consolidated Financial Statements.

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

September 30, 2022

(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(3)(4)	Cash Interest Rate (5)			Industry		Principal (6)		Cost			Fair Value			Notes
Non-Control/Non-Affiliate Investments															(7)
Access CIG, LLC					Diversified Support Services
First Lien Term Loan, LIBOR+3.75% cash due 2/27/2025		6.82	%			$	3,984	$	3,870		$	3,826			(5)
Second Lien Term Loan, LIBOR+7.75% cash due 2/27/2026		10.82	%				4,000		3,982			3,815			(5)

									7,852			7,641
ADC Therapeutics SA					Biotechnology
First Lien Term Loan, SOFR+7.50% cash due 8/15/2029		11.20	%				10,406		9,881			9,890			(5)(8)(10)
First Lien Delayed Draw Term Loan, SOFR+7.50% cash due 8/15/2029							—		(60	)		(58	)		(5)(8)(9)(10)
45,727 Common Stock Warrants (exercise price $8.297) expiration 8/15/2032									275			115			(8)(10)

									10,096			9,947
AIP RD Buyer Corp.					Distributors
Second Lien Term Loan, SOFR+7.75% cash due 12/23/2029		10.88	%				4,563		4,481			4,403			(5)(8)
4,560 Common Units in RD Holding LP									428			409			(8)

									4,909			4,812
Altice France S.A.					Integrated Telecommunication Services
First Lien Term Loan, LIBOR+4.00% cash due 8/14/2026		6.91	%				1,995		1,905			1,815			(5)(10)
Fixed Rate Bond, 5.50% cash due 10/15/2029							3,200		2,685			2,416			(10)

									4,590			4,231
American Auto Auction Group, LLC					Consumer Finance
Second Lien Term Loan, SOFR+8.75% cash due 1/2/2029		12.30	%				6,901		6,776			6,211			(5)(8)

									6,776			6,211
American Rock Salt Company LLC					Diversified Metals & Mining
First Lien Term Loan, LIBOR+4.00% cash due 6/9/2028		7.12	%				3,990		3,817			3,706			(5)

									3,817			3,706
American Tire Distributors, Inc.					Distributors
First Lien Term Loan, LIBOR+6.25% cash due 10/20/2028		9.03	%				3,980		3,960			3,738			(5)

									3,960			3,738
Anastasia Parent, LLC					Personal Products
First Lien Term Loan, LIBOR+3.75% cash due 8/11/2025		7.42	%				6,912		5,802			5,530			(5)

									5,802			5,530
Apex Group Treasury LLC					Other Diversified Financial Services
First Lien Term Loan, SOFR+5.00% cash due 7/27/2028		9.13	%				6,000		5,610			5,865			(5	)(10)

									5,610			5,865
APX Group Inc.					Electrical Components & Equipment
First Lien Term Loan, LIBOR+3.50% cash due 7/10/2028		6.24	%				1,995		1,881			1,891			(5)(10)
Fixed Rate Bond, 5.75% cash due 7/15/2029							275		229			218			(10)

									2,110			2,109
Ardonagh Midco 3 PLC					Insurance Brokers
First Lien Delayed Draw Term Loan, EURIBOR+6.50% cash due 7/14/2026						€	—		(280	)		—			(5)(8)(9)(10)

									(280	)		—
ASP Unifrax Holdings, Inc.					Trading Companies & Distributors
First Lien Term Loan, LIBOR+3.75% cash due 12/12/2025		7.42	%			$	4,098		3,951			3,797			(5)
Fixed Rate Bond, 7.50% cash due 9/30/2029							1,200		1,158			794
Fixed Rate Bond, 5.25% cash due 9/30/2028							250		222			193

									5,331			4,784
ASP-R-PAC Acquisition Co LLC					Paper Packaging
First Lien Term Loan, LIBOR+6.00% cash due 12/29/2027		9.67	%			$	4,911	$	4,825		$	4,798			(5)(8)(10)
First Lien Revolver, LIBOR+6.00% cash due 12/29/2027							—		(10	)		(14	)		(5)(8)(9)(10)

									4,815			4,784

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

September 30, 2022

(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(3)(4)	Cash Interest Rate (5)			Industry		Principal (6)		Cost		Fair Value		Notes
Astra Acquisition Corp.					Application Software
First Lien Term Loan, LIBOR+5.25% cash due 10/25/2028		8.37	%				4,848		4,577		4,145		(5)

									4,577		4,145
Asurion, LLC					Property & Casualty Insurance
First Lien Term Loan, SOFR+4.00% cash due 8/19/2028		7.65	%				4,000		3,803		3,423		(5)
Second Lien Term Loan, LIBOR+5.25% cash due 1/20/2029		8.37	%				8,500		7,628		6,545		(5)

									11,431		9,968
athenahealth Group Inc.					Health Care Technology
5,809 Shares of Series A Preferred Stock in Minerva Holdco, Inc., 10.75%									5,693		5,167		(8)

									5,693		5,167
Battery Park CLO II Ltd					Multi-Sector Holdings
Class E Notes, SOFR+8.36% cash due 10/20/2035		12.41	%				1,500		1,326		1,326		(5)(10)

									1,326		1,326
BioXcel Therapeutics, Inc.					Pharmaceuticals
First Lien Term Loan, 10.25% cash due 4/19/2027							3,130		3,005		3,007		(8)(10)
First Lien Delayed Draw Term Loan, 10.25% cash due 4/19/2027							—		—		—		(8)(9)(10)
First Lien Revenue Interest Financing Term Loan due 9/30/2032							1,384		1,384		1,384		(8)(10)
First Lien Revenue Interest Financing Delayed Draw Term Loan due 9/30/2032							—		—		—		(8)(9)(10)
12,453 Common Stock Warrants (exercise price $20.04) expiration date 4/19/2029									74		58		(8)(10)

									4,463		4,449
Blackhawk Network Holdings, Inc.					Data Processing & Outsourced Services
First Lien Term Loan, LIBOR+3.00% cash due 6/15/2025		6.03	%				7,020		6,780		6,581		(5)

									6,780		6,581
Boxer Parent Company Inc.					Systems Software
First Lien Term Loan, LIBOR+3.75% cash due 10/2/2025		6.87	%				7,965		7,644		7,570		(5)
Fixed Rate Bond, 7.125% cash due 10/2/2025							500		483		491

									8,127		8,061
BYJU’s Alpha, Inc.					Application Software
First Lien Term Loan, LIBOR+6.00% cash due 11/24/2026		8.98	%				4,975		4,925		3,646		(5)(10)

									4,925		3,646
Carvana Co.					Automotive Retail
Fixed Rate Bond, 5.625% cash due 10/1/2025							800		696		564		(10)

									696		564
CCO Holdings LLC					Cable & Satellite
Fixed Rate Bond, 4.50% cash due 5/1/2032							1,281		1,064		979		(10)

									1,064		979
Cengage Learning, Inc.					Education Services
First Lien Term Loan, LIBOR+4.75% cash due 7/14/2026		7.81	%				7,592		7,265		6,893		(5)

									7,265		6,893
CITGO Petroleum Corp.					Oil & Gas Refining & Marketing
First Lien Term Loan, LIBOR+6.25% cash due 3/28/2024		9.37	%				3,979		3,950		3,990		(5)

									3,950		3,990
Clear Channel Outdoor Holdings, Inc.					Advertising
First Lien Term Loan, LIBOR+3.50% cash due 8/21/2026		6.31	%			$	6,969	$	6,438	$	6,246		(5)(10)
Fixed Rate Bond, 5.125% cash due 8/15/2027							726		627		614		(10)
Fixed Rate Bond, 7.75% cash due 4/15/2028							174		167		132		(10)

									7,232		6,992
Condor Merger Sub Inc.					Systems Software
Fixed Rate Bond, 7.375% cash due 2/15/2030							4,527		4,502		3,710

									4,502		3,710

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

September 30, 2022

(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(3)(4)	Cash Interest Rate (5)			Industry	Principal (6)		Cost			Fair Value			Notes
Convergeone Holdings, Inc.				IT Consulting & Other Services
First Lien Term Loan, LIBOR+5.00% cash due 1/4/2026		8.12	%			4,974		4,534			3,589		(5)

								4,534			3,589
Covetrus, Inc.				Health Care Distributors
First Lien Term Loan, SOFR+5.00% cash due 9/20/2029		7.65	%			7,589		7,134			7,108		(5)

								7,134			7,108
Dealer Tire, LLC				Distributors
First Lien Term Loan, LIBOR+4.25% cash due 12/12/2025		7.37	%			3,985		3,833			3,893		(5)

								3,833			3,893
Delivery Hero FinCo LLC				Internet & Direct Marketing Retail
First Lien Term Loan, SOFR+5.75% cash due 8/12/2027		8.49	%			4,988		4,890			4,757		(5)(10)

								4,890			4,757
Delta Leasing SPV II LLC				Specialized Finance
Subordinated Delayed Draw Term Loan, 10.00% cash due 8/31/2029						3,303		3,303			3,303		(8)(9)(10)
330 Series C Preferred Units in Delta Financial Holdings LLC								330			330		(8)(10)
1.65 Common Units in Delta Financial Holdings LLC								2			2		(8)(10)
24.77 Common Warrants (exercise price $1.00)								—			—		(8)(10)

								3,635			3,635
DirecTV Financing, LLC				Cable & Satellite
First Lien Term Loan, LIBOR+5.00% cash due 8/2/2027		8.12	%			7,623		7,321			7,120		(5)
Fixed Rate Bond, 5.875% cash due 8/15/2027						750		670			648

								7,991			7,768
Domtar Corp				Paper Products
First Lien Term Loan, LIBOR+5.50% cash due 11/30/2028		8.26	%			2,977		2,953			2,847		(5)

								2,953			2,847
DTI Holdco, Inc.				Research & Consulting Services
First Lien Term Loan, SOFR+4.75% cash due 4/26/2029		7.33	%			8,000		7,739			7,616		(5)

								7,739			7,616
Eagle Parent Corp.				Industrial Machinery
First Lien Term Loan, SOFR+4.25% cash due 4/1/2029		7.80	%			2,985		2,916			2,912		(5)

								2,916			2,912
Establishment Labs Holdings Inc.				Health Care Technology
First Lien Term Loan, 3.00% cash 6.00% PIK due 4/21/2027						10,403		10,260			10,216		(8)(10)
First Lien Delayed Draw Term Loan, 3.00% cash 6.00% PIK due 4/21/2027						—		3			—		(8)(9)(10)

								10,263			10,216
Frontier Communications Holdings, LLC				Integrated Telecommunication Services
First Lien Term Loan, LIBOR+3.75% cash due 10/8/2027		7.44	%			1,995		1,953			1,864		(5)(10)
Fixed Rate Bond, 6.00% cash due 1/15/2030						4,017		3,493			3,164		(10)

								5,446			5,028
Gibson Brands, Inc.				Leisure Products
First Lien Term Loan, LIBOR+5.00% cash due 8/11/2028		7.94	%			4,967		4,793			4,024		(5)(8)

								4,793			4,024
Grove Hotel Parcel Owner, LLC				Hotels, Resorts & Cruise Lines
First Lien Term Loan, SOFR+8.00% cash due 6/21/2027		11.04	%		$	17,684	$	17,350		$	17,374		(5)(8)
First Lien Delayed Draw Term Loan, SOFR+8.00% cash due 6/21/2027						—		(67	)		(62	)	(5)(8)(9)
First Lien Revolver, SOFR+8.00% cash due 6/21/2027						—		(33	)		(31	)	(5)(8)(9)

								17,250			17,281
Harbor Purchaser Inc.				Education Services

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

September 30, 2022

(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(3)(4)	Cash Interest Rate (5)			Industry		Principal (6)		Cost			Fair Value			Notes
First Lien Term Loan, SOFR+5.25% cash due 4/9/2029		8.38	%				8,550		8,197			7,813			(5)

									8,197			7,813
iCIMs, Inc.					Application Software
First Lien Term Loan, SOFR+6.75% cash due 8/18/2028		9.49	%				15,164		14,904			14,899			(5)(8)
First Lien Delayed Draw Term Loan, SOFR+6.75% cash due 8/18/2028							—		—			—			(5)(8)(9)
First Lien Revolver, SOFR+6.75% cash due 8/18/2028							—		(25	)		(25	)		(5)(8)(9)

									14,879			14,874
Impel Neuropharma, Inc.					Health Care Technology
First Lien Revenue Interest Financing Term Loan due 2/15/2031							5,129		5,129			5,129			(8)
First Lien Term Loan, SOFR+8.75% cash due 3/17/2027		12.45	%				4,768		4,682			4,682			(5)(8)

									9,811			9,811
Innocoll Pharmaceuticals Limited					Health Care Technology
First Lien Term Loan, 11.00% cash due 1/26/2027							4,316		4,149			4,057			(8)(10)
First Lien Delayed Draw Term Loan, 11.00% cash due 1/26/2027							—		—			—			(8)(9)(10)
36,087 Tranche A Warrant Shares (exercise price $4.23) expiration date 1/26/2029									85			385			(8)(10)

									4,234			4,442
Iris Holding, Inc.					Metal & Glass Containers
First Lien Term Loan, SOFR+4.75% cash due 6/28/2028		7.89	%				8,000		7,478			7,376			(5)(10)

									7,478			7,376
Jamestown CLO XII Ltd.					Multi-Sector Holdings
Class D Notes, LIBOR+7.00% cash due 4/20/2032		9.71	%				500		389			410			(5)(10)

									389			410
Kings Buyer, LLC					Environmental & Facilities Services
First Lien Term Loan, LIBOR+6.50% cash due 10/29/2027		10.17	%				4,852		4,803			4,755			(5)(8)
First Lien Revolver, LIBOR+6.50% cash due 10/29/2027		10.17	%				117		111			104			(5)(8)(9)

									4,914			4,859
KKR Apple Bidco, LLC					Airport Services
First Lien Term Loan, SOFR+4.00% cash due 9/22/2028		7.06	%				3,000		2,970			2,949			(5)

									2,970			2,949
LABL Inc					Office Services & Supplies
First Lien Term Loan, LIBOR+5.00% cash due 10/29/2028		8.12	%				8,786		8,366			7,971			(5)

									8,366			7,971
LSL Holdco, LLC					Health Care Distributors
First Lien Term Loan, LIBOR+6.00% cash due 1/31/2028		9.12	%				9,134		8,972			8,883			(5)(8)
First Lien Revolver, LIBOR+6.00% cash due 1/31/2028		9.12	%				812		794			784			(5)(8)(9)

									9,766			9,667
LTI Holdings, Inc.					Electronic Components
First Lien Term Loan, LIBOR+3.25% cash due 9/6/2025		6.37	%				6,964		6,650			6,462			(5)

									6,650			6,462
McAfee Corp.					Systems Software
First Lien Term Loan, SOFR+3.75% cash due 3/1/2029		6.36	%				6,983		6,561			6,388			(5)

									6,561			6,388
Mesoblast, Inc.					Biotechnology
First Lien Term Loan, 8.00% cash 1.75% PIK due 11/19/2026						$	2,284	$	2,105		$	2,039			(8)(10)
First Lien Delayed Draw Term Loan, 8.00% cash 1.75% PIK due 11/19/2026							—		—			—			(8)(9)(10)
66,347 Warrant Shares (exercise price $7.26) expiration date 11/19/2028									152			54			(8)(10)

									2,257			2,093

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

September 30, 2022

(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(3)(4)	Cash Interest Rate (5)			Industry		Principal (6)		Cost			Fair Value			Notes
MHE Intermediate Holdings, LLC					Diversified Support Services
First Lien Term Loan, SOFR+6.25% cash due 7/21/2027		9.75	%				8,197		8,006			7,911			(5)(8)

									8,006			7,911
Mitchell International, Inc.					Application Software
Second Lien Term Loan, LIBOR+6.50% cash due 10/15/2029		9.57	%				4,000		3,786			3,690			(5)

									3,786			3,690
MRI Software LLC					Application Software
First Lien Term Loan, LIBOR+5.50% cash due 2/10/2026		9.17	%				4,149		4,076			4,033			(5)(8)
First Lien Delayed Draw Term Loan, LIBOR+5.50% cash due 2/10/2026							—		(13	)		(134	)		(5)(8)(9)

									4,063			3,899
NFP Corp.					Other Diversified Financial Services
Fixed Rate Bond 6.875% cash due 8/15/2028							2,284		2,155			1,785

									2,155			1,785
Nidda BondCo GmbH					Health Care Services
Fixed Rate Bond, 3.50% cash due 9/30/2024						€	500		462			446			(10)

									462			446
OEConnection LLC					Application Software
Second Lien Term Loan, LIBOR+7.00% cash due 9/25/2027		10.05	%			$	5,355		5,263			5,154			(5)(8)

									5,263			5,154
OFSI BSL CLO XI, Ltd.					Multi-Sector Holdings
Class E Notes, SOFR+7.60% cash due 7/18/2031		9.12	%				2,500		2,156			2,265			(5)(10)

									2,156			2,265
Park Place Technologies, LLC					Internet Services & Infrastructure
First Lien Term Loan, SOFR+5.00% cash due 11/10/2027		8.13	%				1,995		1,936			1,899			(5)

									1,936			1,899
Peloton Interactive, Inc.					Leisure Products
First Lien Term Loan, SOFR+6.50% cash due 5/25/2027		8.35	%				7,980		7,674			7,813			(5)(10)

									7,674			7,813
PetSmart LLC					Specialty Stores
First Lien Term Loan, LIBOR+3.75% cash due 2/11/2028		6.87	%				1,995		1,875			1,895			(5)

									1,875			1,895
PFNY Holdings, LLC					Leisure Facilities
First Lien Term Loan, LIBOR+7.00% cash due 12/31/2026		9.28	%				8,279		8,139			8,196			(5)(8)
First Lien Delayed Draw Term Loan, LIBOR+7.00% cash due 12/31/2026		9.25	%				705		692			697			(5)(8)(9)
First Lien Revolver, LIBOR+7.00% cash due 12/31/2026							—		(7	)		(4	)		(5)(8)(9)

									8,824			8,889
Profrac Holdings II, LLC					Industrial Machinery
First Lien Term Loan, SOFR+8.50% cash due 3/4/2025		10.01	%				6,387		6,235			6,259			(5)(8)

									6,235			6,259
Radiology Partners Inc.					Health Care Distributors
First Lien Term Loan, LIBOR+4.25% cash due 7/9/2025		7.33	%				6,253		5,873			5,297			(5)
Fixed Rate Bond, 9.25% cash due 2/1/2028							1,950		1,938			1,275

									7,811			6,572
Renaissance Holding Corp.					Diversified Banks
First Lien Term Loan, LIBOR+3.25% cash due 5/30/2025		6.37	%			$	2,238	$	2,134		$	2,135			(5)

									2,134			2,135
RP Escrow Issuer LLC					Health Care Distributors
Fixed Rate Bond, 5.25% cash due 12/15/2025							333		306			276

									306			276

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

September 30, 2022

(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(3)(4)	Cash Interest Rate (5)			Industry		Principal (6)		Cost		Fair Value		Notes
SM Wellness Holdings, Inc.					Health Care Services
First Lien Term Loan, LIBOR+4.75% cash due 4/17/2028		7.49	%				6,430		6,223		6,108		(5)(8)

									6,223		6,108
Southern Veterinary Partners, LLC					Health Care Facilities
First Lien Term Loan, LIBOR+4.00% cash due 10/5/2027		7.12	%				3,242		3,096		3,076		(5)

									3,096		3,076
SPX Flow, Inc.					Industrial Machinery
First Lien Term Loan, SOFR+4.50% cash due 4/5/2029		7.63	%				9,500		9,105		8,823		(5)

									9,105		8,823
Surgery Center Holdings, Inc.					Health Care Facilities
First Lien Term Loan, LIBOR+3.75% cash due 8/31/2026		6.51	%				6,977		6,724		6,639		(5)

									6,724		6,639
Tacala, LLC					Restaurants
Second Lien Term Loan, LIBOR+7.50% cash due 2/4/2028		10.62	%				7,310		7,090		6,725		(5)

									7,090		6,725
TIBCO Software Inc.					Application Software
First Lien Term Loan, SOFR+4.50% cash due 3/20/2029		8.15	%				8,834		8,039		7,949		(5)

									8,039		7,949
Touchstone Acquisition, Inc.					Health Care Supplies
First Lien Term Loan, LIBOR+6.00% cash due 12/29/2028		9.12	%				8,571		8,417		8,400		(5)(8)

									8,417		8,400
Uniti Group LP					Specialized REITs
Fixed Rate Bond, 6.50% cash due 2/15/2029							1,750		1,613		1,177		(10)
Fixed Rate Bond, 4.75% cash due 4/15/2028							2,200		1,899		1,743		(10)

									3,512		2,920
Vertiv Group Corporation					Electrical Components & Equipment
Fixed Rate Bond, 4.125% cash due 11/15/2028							1,500		1,258		1,210		(10)

									1,258		1,210
Wellfleet CLO 2022-2, Ltd.					Multi-Sector Holdings
Class E Notes, SOFR+8.56% cash due 10/18/2035		12.17	%				1,500		1,440		1,440		(5)(10)

									1,440		1,440
WP CPP Holdings, LLC					Aerospace & Defense
First Lien Term Loan, LIBOR+3.75% cash due 4/30/2025		6.56	%				5,730		5,388		5,147		(5)

									5,388		5,147
WWEX Uni Topco Holdings, LLC					Air Freight & Logistics
First Lien Term Loan, LIBOR+4.00% cash due 7/26/2028		7.67	%				6,965		6,585		6,363		(5	)

									6,585		6,363
Zayo Group Holdings, Inc.					Alternative Carriers
First Lien Term Loan, LIBOR+3.00% cash due 3/9/2027		6.12	%				7,000		6,467		5,882		(5)
Fixed Rate Bond, 4.00% cash due 3/1/2027							1,700		1,427		1,368

									7,894		7,250

Total Non-Control/Non-Affiliate Investments (116.9% of net assets)								$	444,725	$	428,556

Cash and Cash Equivalents (15.9% of net assets)								$	58,443	$	58,443

*Total Portfolio Investments, Cash and Cash Equivalents (132.8% of net assets)*								$	503,168	$	486,999


Derivative Instrument	Notional Amount to be Purchased		Notional Amount to be Sold		Maturity Date		Counterparty	Cumulative Unrealized Appreciation / (Depreciation)
Foreign currency forward contract	$	187	€	178		11/10/2022	Bank of New York Mellon	$	13

								$	13

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

September 30, 2022

(dollar amounts in thousands)

(1)	All debt investments are income producing unless otherwise noted. All equity investments are non-income producing unless otherwise noted.

(2)	See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition by geographic region.

(3)	Each of the Company’s investments is pledged as collateral under the Company’s senior secured credit facility.

(4)

(5)

The interest rate on the principal balance outstanding for most floating rate loans is indexed to the London Interbank Offered Rate (“LIBOR”), the Secured Overnight Financing Rate (“SOFR”) and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over LIBOR or the alternate base rate based on each respective credit agreement and the cash interest rate as of period end. All LIBOR shown above is in U.S. dollars unless otherwise noted. As of September 30, 2022, the reference rates for the Company’s variable rate loans were the 30-day LIBOR at 3.12%, the 90-day LIBOR at 3.67%, the 180-day LIBOR at 4.17%, the 360-day LIBOR at 4.78%, the 30-day SOFR at 3.03%, the 90-day SOFR at 3.55% and the 180-day SOFR at 3.98%. Most loans include an interest floor, which generally ranges from 0% to 1%. SOFR based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread.

(6)	Principal includes accumulated payment in kind (“PIK”) interest and is net of repayments, if any.

(7)

(8)

As of September 30, 2022, these investments are categorized as Level 3 within the fair value hierarchy established by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) and were valued using significant unobservable inputs.

(9)	Investment has undrawn commitments. Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis. A negative fair value may result from the unfunded commitment being valued below par.

(10)

Investment is not a qualifying asset as defined under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2022, qualifying assets represented 80.0% of the Company’s total assets and non-qualifying assets represented 20.0% of the Company’s total assets.

See notes to Consolidated Financial Statements.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Note 1. Organization

Oaktree Strategic Credit Fund (the “Company”) is a Delaware statutory trust formed on November 24, 2021 and is structured as a non-diversified, closed-end management investment company. On February 3, 2022, the Company elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company intends to elect to be treated, and intends to qualify annually thereafter, as a registered investment company (a “RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). Effective as of February 3, 2022, the Company is externally managed by Oaktree Fund Advisors, LLC (the “Adviser”) pursuant to an investment advisory agreement (as amended and restated, the “Investment Advisory Agreement”), between the Company and the Adviser. The Adviser is an entity under common control with Oaktree Capital Group, LLC (“OCG”). In 2019, Brookfield Corporation (formerly known as Brookfield Asset Management, Inc., collectively with its affiliates, “Brookfield”) acquired a majority economic interest in OCG. OCG operates as an independent business within Brookfield, with its own product offerings and investment, marketing and support teams.

The Company’s investment objective is to generate stable current income and long-term capital appreciation. The Company seeks to meet its investment objective by primarily investing in private debt opportunities.

In connection with its formation, the Company has the authority to issue an unlimited number of common shares of beneficial interest, par value $0.01 per share (“Common Shares”). The Company offers on a continuous basis up to $5.0 billion aggregate offering price of Common Shares (the “Maximum Offering Amount”) pursuant to an offering registered with the Securities and Exchange Commission. The Company offers to sell any combination of three classes of Common Shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the Maximum Offering Amount. The share classes have different ongoing distribution and/or shareholder servicing fees.

The Company accepted purchase orders and held investors’ funds in an interest-bearing escrow account until the Company received purchase orders for Common Shares of at least $100.0 million, excluding subscriptions by Oaktree Fund GP I, L.P. in respect of the Class I shares purchased by Oaktree Fund GP I, L.P. prior to March 31, 2022, in any combination of purchases of Class S shares, Class D shares and Class I shares.

As of June 1, 2022, the Company had satisfied the minimum offering requirement and the Board had authorized the release of proceeds from escrow. As of December 31, 2022, the Company has issued and sold 16,624,572 Class I shares for an aggregate purchase price of $403.1 million of which $100.0 million was purchased by an affiliate of the Adviser. As of December 31, 2022, the Company has issued and sold 4,509,688 Class S shares for an aggregate purchase price of $107.0 million.

Note 2. Significant Accounting Policies

Basis of Presentation:

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the requirements for reporting on Form 10-K and Regulation S-X. In the opinion of management, all adjustments of a normal recurring nature considered necessary for the fair presentation of the consolidated financial statements have been made. The Company is an investment company following the accounting and reporting guidance in FASB ASC Topic 946, Financial Services—Investment Companies (“ASC 946”).

Use of Estimates:

The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions affecting amounts reported in the consolidated financial statements and accompanying notes. These estimates are based on the information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Changes in the economic and political environments, financial markets and any other parameters used in determining these estimates could cause actual results to differ and such differences could be material. Significant estimates include the valuation of investments and revenue recognition.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Consolidation:

The accompanying consolidated financial statements include the accounts of the Company and its consolidated subsidiary. The consolidated subsidiary is wholly-owned and, as such, consolidated into the consolidated financial statements. The assets of the consolidated subsidiary are not directly available to satisfy the claims of the creditors of the Company. As an investment company, portfolio investments held by the Company are not consolidated into the consolidated financial statements but rather are included on the Consolidated Statement of Assets and Liabilities as investments at fair value.

Fair Value Measurements:

Our Adviser, as the valuation designee of our Board pursuant to Rule 2a-5 under the Investment Company Act, determines the fair value of our assets on at least a quarterly basis in accordance with ASC 820. ASC 820 defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. ASC 820 prioritizes the use of observable market prices over entity-specific inputs. Where observable prices or inputs are not available or reliable, valuation techniques are applied. These valuation techniques involve some level of estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.

Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

•

Level 1 — Unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.

•

Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.

•

Level 3 — Unobservable inputs that reflect the Adviser’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

If inputs used to measure fair value fall into different levels of the fair value hierarchy, an investment’s level is based on the lowest level of input that is significant to the fair value measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. This includes investment securities that are valued using “bid” and “ask” prices obtained from independent third party pricing services or directly from brokers. These investments may be classified as Level 3 because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities or may require adjustments for investment-specific factors or restrictions.

Financial instruments with readily available quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value. As such, the Adviser obtains and analyzes readily available market quotations provided by pricing vendors and brokers for all of the Company’s investments for which quotations are available. In determining the fair value of a particular investment, pricing vendors and brokers use observable market information, including both binding and non-binding indicative quotations.

The Adviser seeks to obtain at least two quotations for the subject or similar securities, typically from pricing vendors. If the Adviser is unable to obtain two quotes from pricing vendors, or if the prices obtained from pricing vendors are not within the Adviser’s set threshold, the Adviser seeks to obtain a quote directly from a broker making a market for the asset. The Adviser evaluates the quotations provided by pricing vendors and brokers based on available market information, including trading activity of the subject or similar securities, or by performing a comparable security analysis to ensure that fair values are reasonably estimated. The Adviser also performs back-testing of valuation information obtained from pricing vendors and brokers against actual prices received in transactions. In addition to ongoing monitoring and back-testing, the Adviser performs due diligence procedures over pricing vendors to understand their methodology and controls to support their use in the valuation process. Generally, the Adviser does not adjust any of the prices received from these sources.

If the quotations obtained from pricing vendors or brokers are determined not to be reliable or are not readily available, the Adviser values such investments using any of three different valuation techniques. The first valuation technique is the transaction precedent technique, which utilizes recent or expected future transactions of the investment to determine fair value, to the extent applicable. The second valuation technique is an analysis of the enterprise value (“EV”) of the portfolio company. EV means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

securities used to capitalize the enterprise at a point in time. The EV analysis is typically performed to determine (i) the value of equity investments, (ii) whether there is credit impairment for debt investments and (iii) the value for debt investments that the Company is deemed to control under the Investment Company Act. To estimate the EV of a portfolio company, the Adviser analyzes various factors, including the portfolio company’s historical and projected financial results, macroeconomic impacts on the company and competitive dynamics in the company’s industry. the Adviser also utilizes some or all of the following information based on the individual circumstances of the portfolio company: (i) valuations of comparable public companies, (ii) recent sales of private and public comparable companies in similar industries or having similar business or earnings characteristics, (iii) purchase prices as a multiple of their earnings or cash flow, (iv) the portfolio company’s ability to meet its forecasts and its business prospects, (v) a discounted cash flow analysis, (vi) estimated liquidation or collateral value of the portfolio company’s assets and (vii) offers from third parties to buy the portfolio company. The Adviser may probability weight potential sale outcomes with respect to a portfolio company when uncertainty exists as of the valuation date. The third valuation technique is a market yield technique, which is typically performed for non-credit impaired debt investments. In the market yield technique, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk, and the Adviser considers the current contractual interest rate, the capital structure and other terms of the investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the EV of the portfolio company. As debt investments held by the Company are substantially illiquid with no active transaction market, the Adviser depends on primary market data, including newly funded transactions and industry specific market movements, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.

The Adviser estimates the fair value of certain privately held warrants using a Black Scholes pricing model, which includes an analysis of various factors and subjective assumptions, including the current stock price (by using an EV analysis as described above), the expected period until exercise, expected volatility of the underlying stock price, expected dividends and the risk free rate. Changes in the subjective input assumptions can materially affect the fair value estimates.

In December 2020, the SEC adopted Rule 2a-5 under the Investment Company Act. Rule 2a-5 permits boards of registered investment companies and Business Development Companies to either (i) choose to continue to determine fair value in good faith, or (ii) designate a valuation designee tasked with determining fair value in good faith, subject to the board’s oversight. The Company’s Board of Trustees has designated the Adviser to serve as its valuation designee effective September 8, 2022.

The Adviser undertakes a multi-step valuation process each quarter in connection with determining the fair value of the Company’s investments:

•

The quarterly valuation process begins with each portfolio company or investment being initially valued by the Adviser’s valuation team;

•

Preliminary valuations are then reviewed and discussed with management of the Adviser;

•

Separately, independent valuation firms prepare valuations of the Company’s investments, on a selected basis, for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and submit the reports to the Company and provide such reports to the Adviser;

•

The Adviser compares and contrasts its preliminary valuations to the valuations of the independent valuation firms and prepares a valuation report for the Audit Committee;

•

The Audit Committee reviews the valuation report with the Adviser, and the Adviser responds and supplements the valuation report to reflect any discussions between the Adviser and the Audit Committee; and

•

The Adviser, as valuation designee, determines the fair value of each investment in the Company’s portfolio.

The fair value of the Company’s investments as of December 31, 2022 and September 30, 2022 was determined by the Adviser, as the Company’s valuation designee. The Company has and will continue to engage independent valuation firms each quarter to provide assistance regarding the determination of the fair value of a portion of its portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

When the Company determines its net asset value as of the last day of a month that is not also the last day of a calendar quarter, the Company intends to update the value of securities with reliable market quotations to the most recent market quotation. For securities without reliable market quotations, pursuant to the Company’s valuation policy, the Adviser’s valuation team will generally value such assets at the most recent quarterly valuation or, in the case of securities acquired after such date, cost, unless, in either case, the Adviser determines that since the most recent quarter end or the date of acquisition for securities acquired after quarter end, as the case may be, a significant observable change has occurred with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Adviser determines such a change has occurred with respect to one or more investments, the Adviser will determine whether to update the value for each relevant investment using a range of values from an independent valuation firm, where applicable, in accordance with the Company’s valuation policy. Additionally, the Adviser may otherwise determine to update the most recent quarter end valuation of an investment without reliable market quotations that the Adviser considers to be material to the Company using a range of values from an independent valuation firm.

With the exception of the line items entitled “deferred financing costs,” “deferred offering costs,” “other assets,” “deferred tax liability,” and “credit facility payable,” which are reported at amortized cost, all assets and liabilities on the Consolidated Statements of Assets and Liabilities approximate fair value. The carrying value of the line items titled “due from affiliates,” “interest receivable,” “receivables from unsettled transactions,” “accounts payable, accrued expenses and other liabilities,” “dividends payable,” “base management fee and incentive fee payable,” “interest payable,” “payables from unsettled transactions” and “due to affiliates” approximate fair value due to their short maturities.

Foreign Currency Translation:

The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the prevailing foreign exchange rate on the reporting date. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. The Company’s investments in foreign securities may involve certain risks, including foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments and therefore the earnings of the Company.

Derivative Instruments:

Foreign Currency Forward Contracts

The Company uses foreign currency forward contracts to reduce the Company’s exposure to fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another at a pre-determined price at a future date. Foreign currency forward contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts is recorded within derivative assets or derivative liabilities on the Consolidated Statement of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting with respect to foreign currency forward contracts and as such, the Company recognizes its foreign currency forward contracts at fair value with changes included in the net unrealized appreciation (depreciation) on the Consolidated Statement of Operations.

Secured Borrowings:

Securities sold and simultaneously repurchased at a premium are reported as financing transactions in accordance with FASB ASC Topic 860, Transfers and Servicing (“ASC 860”). Amounts payable to the counterparty are due on the repurchase settlement date and, excluding accrued interest, such amounts are presented in the accompanying Consolidated Statement of Assets and Liabilities as secured borrowings. Premiums payable are separately reported as accrued interest.

Investment Income:

Interest Income

Interest income, adjusted for accretion of original issue discount (“OID”), is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company stops accruing interest on investments when it is determined that interest is no longer collectible. Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when there is reasonable doubt that principal or interest cash payments will be collected. Cash interest

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

payments received on investments may be recognized as income or a return of capital depending upon management’s judgment. A non-accrual investment is restored to accrual status if past due principal and interest are paid in cash, and the portfolio company, in management’s judgment, is likely to continue timely payment of its remaining obligations. As of December 31, 2022 and September 30, 2022, there were no investments on non-accrual status.

In connection with its investment in a portfolio company, the Company sometimes receives nominal cost equity that is valued as part of the negotiation process with the portfolio company. When the Company receives nominal cost equity, the Company allocates its cost basis in the investment between debt securities and the nominal cost equity at the time of origination. Any resulting discount from recording the loan, or otherwise purchasing a security at a discount, is accreted into interest income over the life of the loan.

For the Company’s secured borrowings, the interest earned on the entire loan balance is recorded within interest income and the interest earned by the counterparty is recorded within interest expense in the Consolidated Statements of Operations.

PIK Interest Income

The Company’s investments in debt securities may contain PIK interest provisions. PIK interest, which generally represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. The Company generally ceases accruing PIK interest if there is insufficient value to support the accrual or if the Company does not expect the portfolio company to be able to pay all principal and interest due. The Company’s decision to cease accruing PIK interest on a loan or debt security involves subjective judgments and determinations based on available information about a particular portfolio company, including whether the portfolio company is current with respect to its payment of principal and interest on its loans and debt securities; financial statements and financial projections for the portfolio company; the Company’s assessment of the portfolio company’s business development success; information obtained by the Company in connection with periodic formal update interviews with the portfolio company’s management and, if appropriate, the private equity sponsor; and information about the general economic and market conditions in which the portfolio company operates. The Company’s determination to cease accruing PIK interest is generally made well before the Company’s full write-down of a loan or debt security. In addition, if it is subsequently determined that the Company will not be able to collect any previously accrued PIK interest, the fair value of the loans or debt securities would be reduced by the amount of such previously accrued, but uncollectible, PIK interest. The accrual of PIK interest on the Company’s debt investments increases the recorded cost bases of these investments in the consolidated financial statements including for purposes of computing the capital gains incentive fee payable by the Company to the Adviser. To maintain its status as a RIC, certain income from PIK interest may be required to be distributed to the Company’s shareholders, even though the Company has not yet collected the cash and may never do so.

Fee Income

The Adviser or its affiliates may provide financial advisory services to portfolio companies in connection with structuring a transaction and in return the Company may receive fees for capital structuring services. These fees are generally nonrecurring and are recognized by the Company upon the investment closing date. The Company may also receive additional fees in the ordinary course of business, including servicing, amendment, and prepayment fees, which are classified as fee income and recognized as they are earned or the services are rendered.

The Company has also structured exit fees across certain of its portfolio investments to be received upon the future exit of those investments. These fees are typically paid to the Company upon the earliest to occur of (i) a sale of the borrower or substantially all of the assets of the borrower, (ii) the maturity date of the loan or (iii) the date when full prepayment of the loan occurs. The receipt of such fees is contingent upon the occurrence of one of the events listed above for each of the investments. These fees are included in net investment income over the life of the loan.

Dividend Income

The Company generally recognizes dividend income on the ex-dividend date for public securities and the record date for private equity investments. Distributions received from private equity investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from private equity investments as dividend income unless there are sufficient earnings at the portfolio company prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.

Cash and Cash Equivalents:

Cash and cash equivalents consist of demand deposits and highly liquid investments with maturities of three months or less, when acquired. The Company places its cash and cash equivalents with financial institutions and, at times, cash held in bank accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. Cash and cash equivalents are included on the Company’s Consolidated Schedule of Investments and cash equivalents are classified as Level 1 assets.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Receivables/Payables from Unsettled Transactions:

Receivables/payables from unsettled transactions consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date.

Deferred Financing Costs:

Deferred financing costs consist of fees and expenses paid in connection with the closing or amending of credit facilities. Deferred financing costs incurred in connection with credit facilities are capitalized as an asset when incurred. Deferred financing costs incurred in connection with all other debt arrangements are a direct deduction from the related debt liability when incurred. Deferred financing costs are amortized using the effective interest method over the term of the respective debt arrangement. This amortization expense is included in interest expense in the Company’s Consolidated Statement of Operations. Upon early termination or modification of a credit facility, all or a portion of unamortized fees related to such facility may be accelerated into interest expense.

Organization and Offering Costs:

Costs associated with the organization of the Company will be expensed as incurred. Costs associated with the offering of Common Shares of the Company are capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from incurrence.

For the three months ended December 31, 2022, the Company expensed organization costs of $4. For the period from December 10, 2021 (commencement of operations) to December 31, 2021, the Company did not expense any organization costs. As of December 31, 2022 and September 30, 2022, $1,627 and $2,132, respectively, of offering costs were capitalized on the Consolidated Statements of Assets and Liabilities. For the three months ended December 31, 2022, the Company amortized offering costs of $848.

Allocation of Income, Expenses, Gains and Losses:

Income, expenses (other than those attributable to a specific class), gains and losses are allocated to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Distributions:

To the extent that the Company has taxable income available, the Company intends to make monthly distributions to its shareholders. Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company’s earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including distribution and shareholder servicing fees, if any.

Income Taxes:

On February 3, 2022, the Company elected to be regulated as a BDC under the Investment Company Act. The Company also intends to elect to be treated as a RIC under the Code as soon as reasonably practicable. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by the Company would represent obligations of the Company’s investors and would not be reflected in the consolidated financial statements of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company did not incur a U.S. federal excise tax for calendar year 2021 and does not expect to incur a U.S. federal excise tax for calendar year 2022.

The Company holds certain portfolio investments through a taxable subsidiary. The purpose of the Company’s taxable subsidiary is to permit the Company to hold equity investments in portfolio companies which are “pass through” entities for U.S. federal income tax purposes in order to comply with the RIC tax requirements. The taxable subsidiary is consolidated for financial reporting purposes, and portfolio investments held by it are included in the Company’s consolidated financial statements as portfolio investments and recorded at fair value. The taxable subsidiary is not consolidated with the Company for U.S. federal income tax purposes and may generate income tax expense, or benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. This income tax expense, if any, would be reflected in the Company’s Consolidated Statement of Operations. The Company uses the liability method to account for its taxable subsidiary’s income taxes. Using this method, the Company recognizes deferred tax assets and liabilities for the estimated future tax effects attributable to temporary differences between financial reporting and tax bases of assets and liabilities. In addition, the Company recognizes deferred tax benefits associated with net operating loss carry forwards that it may use to offset future tax obligations. The Company measures deferred tax assets and liabilities using the enacted tax rates expected to apply to taxable income in the years in which it expects to recover or settle those temporary differences.

Recently Adopted Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting if certain criteria are met. The guidance is effective from March 12, 2020 through December 31, 2022. As of December 31, 2022, the adoption of this guidance did not have an impact on the Company’s consolidated financial statements.

Note 3. Portfolio Investments

Portfolio Composition

As of December 31, 2022, the fair value of the Company’s investment portfolio was $662.2 million and was composed of investments in 96 portfolio companies. As of September 30, 2022, the fair value of the Company’s investment portfolio was $428.6 million and was composed of investments in 81 portfolio companies.

As of December 31, 2022 and September 30, 2022, the Company’s investment portfolio consisted of the following:


	December 31, 2022					September 30, 2022
Cost:			% of Total Investments					% of Total Investments
Senior Secured Debt	$	631,082		92.77	%	$	415,550		93.44	%
Subordinated Debt		39,945		5.87	%		22,136		4.98	%
Preferred Equity		6,023		0.89	%		6,023		1.35	%
Common Equity and Warrants		3,178		0.47	%		1,016		0.23	%

Total	$	680,228		100.00	%	$	444,725		100.00	%

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)


	December 31, 2022								September 30, 2022
Fair Value:			% of Total Investments			% of Net Assets					% of Total Investments			% of Net Assets
Senior Secured Debt	$	615,354		92.93	%		124.70	%	$	402,658		93.96	%		109.80	%
Subordinated Debt		38,073		5.75	%		7.72	%		19,378		4.52	%		5.28	%
Preferred Equity		5,195		0.78	%		1.05	%		5,497		1.28	%		1.50	%
Common Equity and Warrants		3,557		0.54	%		0.72	%		1,023		0.24	%		0.28	%

Total	$	662,179		100.00	%		134.19	%	$	428,556		100.00	%		116.86	%

The composition of the Company’s debt investments as of December 31, 2022 and September 30, 2022 by floating rates and fixed rates was as follows:


	December 31, 2022					September 30, 2022
	Fair Value		% of Debt Investments			Fair Value		% of Debt Investments
Floating rate	$	588,857		90.12	%	$	369,698		87.60	%
Fixed rate		64,570		9.88	%		52,338		12.40	%

Total	$	653,427		100.00	%	$	422,036		100.00	%

The geographic composition of the Company’s portfolio is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company’s business. The following tables show the portfolio composition by geographic region at cost as a percentage of total investments and at fair value as a percentage of total investments and net assets:


	December 31, 2022					September 30, 2022
Cost:			% of Total Investments						% of Total Investments
United States	$	596,522		87.70	%	$	404,169			90.88	%
Chile		12,132		1.78	%		—			—	%
Costa Rica		12,090		1.78	%		10,263			2.31	%
Luxembourg		11,329		1.67	%		—			—	%
United Kingdom		10,903		1.60	%		(280	)		(0.06	)%
Switzerland		10,115		1.49	%		10,096			2.27	%
France		9,933		1.46	%		4,590			1.03	%
Netherlands		9,340		1.37	%		—			—	%
India		4,913		0.72	%		4,925			1.11	%
Cayman Islands		2,532		0.37	%		—			—	%
Germany		419		0.06	%		5,352			1.20	%
Ireland		—		—	%		5,610			1.26	%

Total	$	680,228		100.00	%	$	444,725			100.00	%

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)


	December 31, 2022								September 30, 2022
Fair Value:			% of Total Investments			% of net Assets					% of Total Investments			% of Net Assets
United States	$	577,520		87.23	%		117.02	%	$	389,448		90.88	%		106.20	%
Chile		13,056		1.97	%		2.65	%		—		—	%		—	%
Luxembourg		11,942		1.80	%		2.42	%		—		—	%		—	%
Costa Rica		11,776		1.78	%		2.39	%		10,216		2.38	%		2.79	%
United Kingdom		11,348		1.71	%		2.30	%		—		—	%		—	%
Switzerland		9,934		1.50	%		2.01	%		9,947		2.32	%		2.71	%
Netherlands		9,749		1.47	%		1.98	%		—		—	%		—	%
France		9,746		1.47	%		1.98	%		4,231		0.99	%		1.15	%
India		4,002		0.60	%		0.81	%		3,646		0.85	%		0.99	%
Cayman Islands		2,595		0.39	%		0.53	%		—		—	%		—	%
Germany		511		0.08	%		0.10	%		5,203		1.21	%		1.42	%
Ireland		—		—	%		—	%		5,865		1.37	%		1.60	%

Total	$	662,179		100.00	%		134.19	%	$	428,556		100.00	%		116.86	%

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

The composition of the Company’s portfolio by industry at cost as a percentage of total investments and at fair value as a percentage of total investments and net assets as of December 31, 2022 and September 30, 2022 was as follows:


	December 31, 2022					September 30, 2022
Cost:			% of Total Investments						% of Total Investments
Application Software	$	93,808		13.78	%	$	45,532			10.21	%
Health Care Technology		51,875		7.63	%		30,001			6.75	%
Auto Parts & Equipment		32,564		4.79	%		—			—	%
Health Care Distributors		27,811		4.09	%		25,017			5.63	%
Systems Software		26,329		3.87	%		19,190			4.32	%
Other Diversified Financial Services		20,524		3.02	%		7,765			1.75	%
Education Services		20,115		2.96	%		15,462			3.48	%
Health Care Services		18,802		2.76	%		6,685			1.50	%
Industrial Machinery		17,987		2.64	%		18,256			4.11	%
Diversified Support Services		17,791		2.62	%		15,858			3.57	%
Hotels, Resorts & Cruise Lines		17,230		2.53	%		17,250			3.88	%
Environmental & Facilities Services		16,699		2.45	%		4,914			1.10	%
Pharmaceuticals		15,719		2.31	%		4,463			1.00	%
Multi-Sector Holdings		15,425		2.27	%		5,311			1.19	%
Biotechnology		15,321		2.25	%		12,353			2.78	%
Integrated Telecommunication Services		14,152		2.08	%		10,036			2.26	%
Property & Casualty Insurance		14,132		2.08	%		11,431			2.57	%
Airlines		12,132		1.78	%		—			—	%
Cable & Satellite		11,318		1.66	%		9,055			2.04	%
Personal Products		10,541		1.55	%		5,802			1.30	%
Office Services & Supplies		10,267		1.51	%		8,366			1.88	%
Metal & Glass Containers		10,241		1.51	%		7,478			1.68	%
Restaurants		9,979		1.47	%		7,090			1.59	%
Specialty Stores		9,653		1.42	%		1,875			0.42	%
Insurance Brokers		9,568		1.41	%		(280	)		(0.06	)%
Specialized Finance		9,470		1.39	%		3,635			0.82	%
Diversified Metals & Mining		9,383		1.38	%		3,817			0.86	%
Soft Drinks		9,340		1.37	%		—			—	%
Leisure Facilities		9,210		1.35	%		8,824			1.98	%
Health Care Facilities		9,166		1.35	%		9,820			2.21	%
Aerospace & Defense		8,928		1.31	%		5,388			1.21	%
Research & Consulting Services		8,891		1.31	%		7,739			1.74	%
Distributors		8,861		1.30	%		12,702			2.86	%
Health Care Supplies		8,402		1.24	%		8,417			1.89	%
Alternative Carriers		7,934		1.17	%		7,894			1.78	%
Advertising		7,255		1.07	%		7,232			1.63	%
Data Processing & Outsourced Services		6,785		1.00	%		6,780			1.52	%
Consumer Finance		6,781		1.00	%		6,776			1.52	%
Electronic Components		6,660		0.98	%		6,650			1.50	%
Air Freight & Logistics		6,586		0.97	%		6,585			1.48	%
Paper Packaging		4,807		0.71	%		4,815			1.08	%
Leisure Products		4,788		0.70	%		12,467			2.80	%
Internet Services & Infrastructure		4,753		0.70	%		1,936			0.44	%
IT Consulting & Other Services		4,557		0.67	%		4,534			1.02	%
Trading Companies & Distributors		3,953		0.58	%		5,331			1.20	%
Diversified Banks		3,571		0.52	%		2,134			0.48	%
Specialized REITs		3,528		0.52	%		3,512			0.79	%
Real Estate Development		3,460		0.51	%		—			—	%
Paper Products		2,945		0.43	%		2,953			0.66	%
Electrical Components & Equipment		231		0.03	%		3,368			0.76	%
Internet & Direct Marketing Retail		—		—	%		4,890			1.10	%
Oil & Gas Refining & Marketing		—		—	%		3,950			0.89	%
Airport Services		—		—	%		2,970			0.67	%

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)


	December 31, 2022					September 30, 2022
Cost:			% of Total Investments					% of Total Investments
Automotive Retail		—		—	%		696		0.16	%

Total	$	680,228		100.00	%	$	444,725		100.00	%

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)


	December 31, 2022								September 30, 2022
Fair Value:			% of Total Investments			% of Net Assets					% of Total Investments			% of Net Assets
Application Software	$	90,756		13.72	%		18.39	%	$	43,357		10.12	%		11.84	%
Health Care Technology		50,796		7.67	%		10.29	%		29,636		6.92	%		8.08	%
Auto Parts & Equipment		32,556		4.92	%		6.60	%		—		—	%		—	%
Health Care Distributors		25,881		3.91	%		5.24	%		23,623		5.51	%		6.44	%
Systems Software		25,265		3.82	%		5.12	%		18,159		4.24	%		4.95	%
Other Diversified Financial Services		20,213		3.05	%		4.10	%		7,650		1.79	%		2.09	%
Education Services		19,567		2.95	%		3.97	%		14,706		3.43	%		4.01	%
Industrial Machinery		17,731		2.68	%		3.59	%		17,994		4.20	%		4.91	%
Health Care Services		17,515		2.65	%		3.55	%		6,554		1.53	%		1.79	%
Diversified Support Services		17,338		2.62	%		3.51	%		15,552		3.63	%		4.24	%
Hotels, Resorts & Cruise Lines		17,181		2.59	%		3.48	%		17,281		4.03	%		4.71	%
Environmental & Facilities Services		16,549		2.50	%		3.35	%		4,859		1.13	%		1.32	%
Pharmaceuticals		16,437		2.48	%		3.33	%		4,449		1.04	%		1.21	%
Multi-Sector Holdings		16,065		2.43	%		3.26	%		5,441		1.27	%		1.48	%
Biotechnology		15,009		2.27	%		3.04	%		12,040		2.81	%		3.28	%
Integrated Telecommunication Services		13,414		2.03	%		2.72	%		9,259		2.16	%		2.52	%
Airlines		13,056		1.97	%		2.65	%		—		—	%		—	%
Property & Casualty Insurance		12,902		1.95	%		2.61	%		9,968		2.33	%		2.72	%
Cable & Satellite		11,342		1.71	%		2.30	%		8,747		2.04	%		2.39	%
Office Services & Supplies		10,241		1.55	%		2.08	%		7,971		1.86	%		2.17	%
Metal & Glass Containers		10,006		1.51	%		2.03	%		7,376		1.72	%		2.01	%
Insurance Brokers		9,959		1.50	%		2.02	%		—		—	%		—	%
Personal Products		9,950		1.50	%		2.02	%		5,530		1.29	%		1.51	%
Specialty Stores		9,806		1.48	%		1.99	%		1,895		0.44	%		0.52	%
Soft Drinks		9,749		1.47	%		1.98	%		—		—	%		—	%
Restaurants		9,555		1.44	%		1.94	%		6,725		1.57	%		1.83	%
Specialized Finance		9,533		1.44	%		1.93	%		3,635		0.85	%		0.99	%
Diversified Metals & Mining		9,404		1.42	%		1.91	%		3,706		0.86	%		1.01	%
Health Care Facilities		9,332		1.41	%		1.89	%		9,715		2.27	%		2.65	%
Leisure Facilities		9,195		1.39	%		1.86	%		8,889		2.07	%		2.42	%
Distributors		8,554		1.29	%		1.73	%		12,443		2.90	%		3.39	%
Research & Consulting Services		8,528		1.29	%		1.73	%		7,616		1.78	%		2.08	%
Aerospace & Defense		8,487		1.28	%		1.72	%		5,147		1.20	%		1.40	%
Health Care Supplies		8,357		1.26	%		1.69	%		8,400		1.96	%		2.29	%
Advertising		7,105		1.07	%		1.44	%		6,992		1.63	%		1.91	%
Alternative Carriers		6,962		1.05	%		1.41	%		7,250		1.69	%		1.98	%
Data Processing & Outsourced Services		6,841		1.03	%		1.39	%		6,581		1.54	%		1.79	%
Electronic Components		6,666		1.01	%		1.35	%		6,462		1.51	%		1.76	%
Air Freight & Logistics		6,380		0.96	%		1.29	%		6,363		1.48	%		1.74	%
Consumer Finance		5,348		0.81	%		1.08	%		6,211		1.45	%		1.69	%
Internet Services & Infrastructure		4,711		0.71	%		0.95	%		1,899		0.44	%		0.52	%
Paper Packaging		4,696		0.71	%		0.95	%		4,784		1.12	%		1.30	%
Leisure Products		3,667		0.55	%		0.74	%		11,837		2.76	%		3.23	%
Trading Companies & Distributors		3,647		0.55	%		0.74	%		4,784		1.12	%		1.30	%
Diversified Banks		3,564		0.54	%		0.72	%		2,135		0.50	%		0.58	%
Real Estate Development		3,451		0.52	%		0.70	%		—		—	%		—	%
Specialized REITs		2,926		0.44	%		0.59	%		2,920		0.68	%		0.80	%
IT Consulting & Other Services		2,907		0.44	%		0.59	%		3,589		0.84	%		0.98	%
Paper Products		2,851		0.43	%		0.58	%		2,847		0.66	%		0.78	%
Electrical Components & Equipment		228		0.03	%		0.05	%		3,319		0.77	%		0.91	%
Internet & Direct Marketing Retail		—		—	%		—	%		4,757		1.11	%		1.30	%
Oil & Gas Refining & Marketing		—		—	%		—	%		3,990		0.93	%		1.09	%
Airport Services		—		—	%		—	%		2,949		0.69	%		0.80	%
Automotive Retail		—		—	%		—	%		564		0.13	%		0.15	%

Total	$	662,179		100.00	%		134.19	%	$	428,556		100.00	%		116.86	%

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Fair Value Measurements

The following table presents the financial instruments carried at fair value as of December 31, 2022 on the Company’s Consolidated Statement of Assets and Liabilities for each of the three levels of hierarchy established by ASC 820:


	Level 1		Level 2		Level 3		Total
Senior secured debt	$	—	$	329,651	$	285,703	$	615,354
Subordinated debt		—		31,467		6,606		38,073
Common equity and Warrants		—		—		3,557		3,557
Preferred equity		—		—		5,195		5,195

Total investments at fair value	$	—	$	361,118	$	301,061	$	662,179

Derivative liability	$	—	$	468	$	—	$	468

Total liabilities at fair value	$	—	$	468	$	—	$	468

The following table presents the financial instruments carried at fair value as of September 30, 2022 on the Company’s Consolidated Statement of Assets and Liabilities for each of the three levels of hierarchy established by ASC 820:


	Level 1		Level 2		Level 3		Total
Senior secured debt	$	—	$	249,589	$	153,069	$	402,658
Subordinated debt		—		16,075		3,303		19,378
Common equity and Warrants		—		—		1,023		1,023
Preferred equity		—		—		5,497		5,497

Total investments at fair value	$	—	$	265,664	$	162,892	$	428,556

Derivative assets	$	—	$	13	$	—	$	13

Total assets at fair value	$	—	$	265,677	$	162,892	$	428,569

When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the fact that the unobservable factors are significant to the overall fair value measurement. However, Level 3 financial instruments typically have both unobservable or Level 3 components and observable components (i.e. components that are actively quoted and can be validated by external sources). Accordingly, the appreciation (depreciation) in the tables below includes changes in fair value due in part to observable factors that are part of the valuation methodology.

The principal value of the borrowings outstanding under the ING Credit Agreement (as defined below) approximates fair value due to its variable rate and is included in Level 3 of the hierarchy.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

The following table provides a roll-forward of the changes in fair value from September 30, 2022 to December 31, 2022, for all investments for which the Company determined fair value using unobservable (Level 3) factors:


	Senior Secured Debt			Subordinated Debt		Preferred Equity			Common Equity and Warrants		Total
Fair value as of September 30, 2022	$	153,069		$	3,303	$	5,497		$	1,023	$	162,892
Purchases		132,635			3,303		—			2,162		138,100
Sales and repayments		(444	)		—		—			—		(444	)
Transfers in (a)		3,815			—		—			—		3,815
Capitalized PIK interest income		527			—		—			—		527
Accretion of OID		390			—		—			—		390
Net unrealized appreciation (depreciation)		(4,289	)		—		(302	)		372		(4,219	)

Fair value as of December 31, 2022	$	285,703		$	6,606	$	5,195		$	3,557	$	301,061

Net unrealized appreciation (depreciation) relating to Level 3 assets still held at December 31, 2022 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the three months ended December 31, 2022	$	(4,291	)	$	—	$	(302	)	$	372	$	(4,221	)

(a)	There were transfers into Level 3 from Level 2 for certain investments during the three months ended December 31, 2022 as a result of a change in the number of market quotes available and/or a change in market liquidity.

The following table provides a roll-forward of the changes in fair value from December 10, 2021 (commencement of operations) to December 31, 2021, for all investments for which the Company determined fair value using unobservable (Level 3) factors:


	Senior Secured Debt			Common Equity		Total
Purchases	$	33,428		$	456	$	33,884
Accretion of OID		3			—		3
Net unrealized appreciation (depreciation)		(3	)		—		(3	)

Fair value as of December 31, 2021	$	33,428		$	456	$	33,884

Net unrealized appreciation (depreciation) relating to Level 3 assets still held at December 31, 2021 and reported within net unrealized appreciation (depreciation) in the Statement of Operations for the period from December 10, 2021 (commencement of operations) to December 31, 2021	$	(3	)	$	—	$	(3	)

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Significant Unobservable Inputs for Level 3 Investments

The following table provides quantitative information related to the significant unobservable inputs for Level 3 investments, which were carried at fair value as of December 31, 2022:


Asset	Fair Value		Valuation Technique		Unobservable Input		Range								Weighted Average (a)
Senior secured debt	$	222,271		Market Yield		Market Yield		(b	)	11.0	%	—	20.0	%		13.1	%
		32,556		Transaction Precedent		NA		(c	)	N/A		—	N/A			N/A
		30,876		Broker Quotations		Broker Quoted Price		(d	)	N/A		—	N/A			N/A
Subordinated debt		6,606		Market Yield		Market Yield		(b	)	9.0	%	—	11.0	%		10.0	%
Common equity and Warrants & preferred equity		757		Enterprise Value		Revenue Multiple		(e	)	3.0x		—	5.0x			4.0x
		6,165		Enterprise Value		EBITDA Multiple		(e	)	10.0x		—	16.5x			15.5x
		1,830		Transaction Precedent		Transaction Price		(c	)	N/A		—	N/A			N/A

Total	$	301,061

(a)	Weighted averages are calculated based on fair value of investments.

(b)	Used when market participant would take into account market yield when pricing the investment.

(c)	Used when there is an observable transaction or pending event for the investment.

(d)

The Adviser generally uses prices provided by an independent pricing service which are non-binding indicative prices on or near the valuation date as the primary basis for the fair value determinations for quoted senior secured debt investments. Since these prices are non-binding, they may not be indicative of fair value. The Adviser evaluates the quotations provided by pricing vendors and brokers based on available market information, including trading activity of the subject or similar securities, or by performing a comparable security analysis to ensure that fair values are reasonably estimated.

(e)	Used when market participant would use such multiple when pricing the investment.

The following table provides quantitative information related to the significant unobservable inputs for Level 3 investments, which were carried at fair value as of September 30, 2022:


Asset	Fair Value		Valuation Technique		Unobservable Input		Range								Weighted Average (a)
Senior secured debt	$	132,827		Market Yield		Market Yield		(b	)	11.0	%	—	16.0	%		12.5	%
		20,242		Broker Quotations		Broker Quoted Price		(d	)	N/A		—	N/A			N/A
Subordinated debt		3,303		Market Yield		Market Yield		(b	)	9.0	%	—	11.0	%		10.0	%
Common equity and Warrants & preferred equity		612		Enterprise Value		Revenue Multiple		(e	)	7.6x		—	10.1x			8.1x
		5,576		Enterprise Value		EBITDA Multiple		(e	)	9.8x		—	15.5x			15.1x
		332		Transaction Precedent		Transaction Price		(c	)	N/A		—	N/A			N/A

Total	$	162,892

(a)	Weighted averages are calculated based on fair value of investments.

(b)	Used when market participant would take into account market yield when pricing the investment.

(c)	Used when there is an observable transaction or pending event for the investment.

(d)

(e)	Used when market participant would use such multiple when pricing the investment.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Note 4. Fee Income

For the three months ended December 31, 2022, the Company recorded total fee income of $87, of which $62, was recurring in nature. For the period from December 10, 2021 (commencement of operations) to December 31, 2021, the Company recorded total fee income of $2, all of which was recurring in nature. Recurring fee income consisted of servicing fees and certain exit fees.

Note 5. Share Data and Distributions

Changes in Net Assets

The following table presents the changes in net assets for the three months ended December 31, 2022:


	Common Shares
(Share amounts in thousands)	Shares		Par Value		Additional Paid-in-Capital		Accumulated Distributable Earnings (Loss)			Total Net Assets
Balance at September 30, 2022		15,628	$	156	$	380,646	$	(14,075	)	$	366,727
Issuance of Common Shares		5,536		55		129,653		—			129,708
Issuance of Common Shares under dividend reinvestment plan		78		1		1,831		—			1,832
Net investment income		—		—		—		10,097			10,097
Net unrealized appreciation (depreciation)		—		—		—		(2,842	)		(2,842	)
Net realized gains (losses)		—		—		—		(660	)		(660	)
Provision for income tax (expense) benefit		—		—		—		(51	)		(51	)
Distributions to shareholders								(11,356	)		(11,356	)

Balance at December 31, 2022		21,242	$	212	$	512,130	$	(18,887	)	$	493,455

The following table presents the changes in net assets for the period from December 10, 2021 (commencement of operations) to December 31, 2021:


	Common Shares
	Shares		Par Value		Additional Paid-in-Capital		Accumulated Distributable Earnings (Loss)			Total Net Assets
Capital contribution		1,000	$	10	$	24,990	$	—		$	25,000
Net investment income		—		—		—		75			75
Net unrealized appreciation (depreciation)		—		—		—		(3	)		(3	)

Balance at December 31, 2021		1,000	$	10	$	24,990	$	72		$	25,072

Capital Activity

In connection with its formation, the Company has the authority to issue an unlimited number of Class I, Class S and Class D common shares of beneficial interest at $0.01 per share par value. As of December 31, 2022, the Company has issued and sold 16,624,572 Class I shares for an aggregate purchase price of $403.1 million. As of December 31, 2022, the Company has issued and sold 4,509,688 Class S shares for an aggregate purchase price of $107.0 million. As of December 31, 2022, the Company has issued 65,970 Class I shares and 42,036 Class S shares pursuant to its distribution reinvestment plan.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

The following table summarizes transactions in common shares of beneficial interest for the three months ended December 31, 2022:


	Shares		Amount
Class I
Issuance of Common Shares		3,605,882	$	84,482
Issuance of Common Shares under dividend reinvestment plan		44,634		1,045
Share repurchases		—		—
Early repurchase deduction		—		—

Net increase (decrease)		3,650,516	$	85,527

Class S
Issuance of Common Shares		1,929,704	$	45,226
Issuance of Common Shares under dividend reinvestment plan		33,618		787
Share repurchases		—		—
Early repurchase deduction		—		—

Net increase (decrease)		1,963,322	$	46,013

Total net increase (decrease)		5,613,838	$	131,540

On December 10, 2021, an affiliate of the Adviser purchased 1,000,000 Class I shares for $25.0 million, or $25.00 per share, to provide the necessary capital to commence investing activities prior to the release of proceeds from escrow and the initial public offering.

Net Asset Value per Share and Offering Price

The Company determines NAV per share for each class of shares as of the last calendar day of each month. Share issuances pursuant to accepted monthly subscriptions are effective the first calendar day of each month. Shares are issued and sold at a purchase price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table summarizes each month-end NAV per share for Class I and Class S shares utilized as the purchase price for shares issued and sold after the Company broke escrow:


	Class I Shares		Class S Shares
May 31, 2022	$	24.32		—
June 30, 2022	$	23.71		—
July 31, 2022	$	23.98	$	23.98
August 31, 2022	$	24.03	$	24.03
September 30, 2022	$	23.47	$	23.47
October 31, 2022	$	23.33	$	23.33
November 30, 2022	$	23.46	$	23.46
December 31, 2022	$	23.23	$	23.23

Distributions

The Board authorizes and declares monthly distribution amounts per share of outstanding Common Shares. The following table presents distributions that were declared during the period ended December 31, 2022:

Class I

Date Declared

Record Date

Payment Date

Distribution Per Share

Distribution Amount

October 26, 2022

October 31, 2022

November 28, 2022

0.1800

2,470

November 21, 2022

November 30, 2022

December 28, 2022

0.1900

2,818

December 21, 2022

December 31, 2022

January 30, 2023

0.1900

3,171

December 21, 2022

December 31, 2022

January 30, 2023

0.0400

668

0.6000

9,127

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Class S

Date Declared

Record Date

Payment Date

Distribution
Per Share

Distribution
Amount

October 26, 2022

October 31, 2022

November 28, 2022

0.1634

574

November 21, 2022

November 30, 2022

December 28, 2022

0.1735

684

December 21, 2022

December 31, 2022

January 30, 2023

0.1734

789

December 21, 2022

December 31, 2022

January 30, 2023

0.0400

182

0.5503

2,229

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash dividends declared by the Board on behalf of its shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of the Company’s distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Character of Distributions

The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.

Through December 31, 2022, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement avoids distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its Common Shares for the three months ended December 31, 2022:


	Class I				Class S
Source of Distribution	Per Share		Amount		Per Share		Amount
Net investment income	$	0.6000	$	9,127	$	0.5503	$	2,229
Net realized gains		—		—		—		—

Total	$	0.6000	$	9,127	$	0.5503	$	2,229

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Share Repurchase Program

At the discretion of the Board of Trustees, during the quarter ended September 30, 2022 the Company commenced a share repurchase program pursuant to which the Company intends to offer to repurchase, in each quarter, up to 5% of Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program at any time if it deems such action to be in the best interest of shareholders. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers pursuant to tender offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the Investment Company Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase program, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares at the expiration of the tender offer at a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be subject to an early repurchase deduction of 2% of such NAV (an “Early Repurchase Deduction”). The one-year holding period will be deemed satisfied if the shares to be repurchased would have been outstanding for one year or longer as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

On September 12, 2022, the Company’s initial tender offer under its share repurchase program expired and on December 13, 2022, the Company’s tender offer conducted during the quarter ended December 31, 2022 under its share repurchase program expired. There were no share repurchases during the three months ended December 31, 2022.

Note 6. Borrowings

ING Credit Agreement

On March 25, 2022 (the “ING Closing Date”), the Company entered into a senior secured revolving credit agreement (the “ING Credit Agreement”) among the Company, as borrower, the lenders party thereto, and ING Capital LLC (“ING”), as administrative agent.

Effective on and as of May 25, 2022, the Company entered into an incremental commitment and assumption agreement (the “Incremental Commitment and Assumption Agreement”) among the Company, as borrower, the subsidiary guarantor party thereto (the “Subsidiary Guarantor”), ING, as administrative agent and issuing bank, Sumitomo Mitsui Banking Corporation and MUFG Bank, LTD, (together with Sumitomo Mitsui Banking Corporation, the “Assuming Lenders”). Pursuant to the Incremental Commitment and Assumption Agreement, among other things, each Assuming Lender (i) became a Lender (as defined in the ING Credit Agreement) under the ING Credit Agreement and (ii) agreed to make a Commitment (as defined in the ING Credit Agreement) to the Company in the amount of $150 million. The Incremental Commitment and Assumption Agreement increased the aggregate amount of Commitments under the ING Credit Agreement from $150 million to $450 million (the “Maximum Commitment”), subject to the lesser of (i) a borrowing base and (ii) the Maximum Commitment, and provided that, with respect to any lender, its individual commitment is not exceeded. The revolving credit facility has a four year availability period (the “Availability Period”) during which loans may be made and the ING Credit Agreement has a stated maturity dated that is five years from the ING Closing Date (the “Maturity Date”). Following the Availability Period the Company will be required in certain circumstances to prepay loans prior to the Maturity Date. The ING Credit Agreement provides for the issuance of letters of credit during the Availability Period in an aggregate amount of $25 million. Borrowing under the ING Credit Agreement may be used for general corporate purposes, including making investments and permitted distributions.

Effective on and as of October 6, 2022, the Company entered into a subsequent incremental commitment and assumption agreement (the “Subsequent Incremental Commitment and Assumption Agreement”) among the Company, as borrower, the Subsidiary Guarantor, ING, as administrative agent and issuing bank, and Apple Bank For Savings, as an Assuming Lender. Pursuant to the Subsequent Incremental Commitment and Assumption Agreement, Apple Bank For Savings (i) became a Lender under the ING Credit Agreement and (ii) agreed to make a Commitment to the Company in the amount of $40 million.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

The Subsequent Incremental Commitment and Assumption Agreement increased the aggregate amount of Commitments under the ING Credit Agreement from $450 million to $490 million.

All obligations under the ING Credit Agreement are secured by a first-priority security interest (subject to certain exceptions) in substantially all of the present and future property and assets of the Company and of the sole current and certain future subsidiaries of the Company and guaranteed by such subsidiaries.

Borrowings under the ING Credit Agreement shall be denominated in U.S. Dollars and bear interest at a rate per annum equal to either (1) SOFR, as adjusted, plus 1.875% per annum or (2) the alternative base rate (which is the greatest of the (a) prime rate, (b) the federal funds effective rate plus ¹⁄₂ of 1%, (c) the overnight bank funding rate plus ¹⁄₂ of 1%, (d) certain rates based on SOFR and (e) 0) (“ABR”) plus 0.875% per annum. The Company may elect either an ABR or SOFR borrowing at each drawdown request, and loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. The Company will pay a commitment fee at a rate of 0.375% per annum on the daily unused portion of the aggregate commitments under the ING Credit Agreement.

At any time during the Availability Period, the Company may propose an increase in the Maximum Commitment to an amount not to exceed the greater of (a) $750.0 million and (b) 150% of shareholders’ equity as of the date on which such increased amount is to be effective, subject to certain conditions, including the consent of the lenders to increase their commitments and of ING.

The Company has made customary representations and warranties and is required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowings under the ING Credit Agreement are subject to the leverage restrictions contained in the Investment Company Act.

The ING Credit Agreement contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, ING may terminate the commitments and declare the outstanding loans and all other obligations under the ING Credit Agreement immediately due and payable.

As of December 31, 2022 and September 30, 2022, the Company had $170.0 million and $75.0 million outstanding under the ING Credit Agreement. For the three months ended December 31, 2022, the Company’s borrowings under the ING Credit Agreement bore interest at a weighted average rate of 5.81%. The Company recorded $2,806 of interest expense (inclusive of fees), related to the ING Credit Agreement for the three months ended December 31, 2022. There were no borrowings outstanding during the period from December 10, 2021 (commencement of operations) to December 31, 2021.

Secured Borrowings

As of December 31, 2022 and September 30, 2022, there were no secured borrowings outstanding. The Company recorded $0 and $8 of interest expense in connection with secured borrowings for the three months ended December 31, 2022 and the period from December 10, 2021 (commencement of operations) to December 31, 2021.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Note 7. Taxable/Distributable Income

Taxable income differs from net increase (decrease) in net assets resulting from operations primarily due to unrealized appreciation (depreciation) on investments and foreign currency, as gains and losses are not included in taxable income until they are realized.

Presented below is a reconciliation of net increase (decrease) in net assets resulting from operations to taxable income for three months ended December 31, 2022 and the period from December 10, 2021 (commencement of operations) to December 31, 2021:


	Three months ended December 31, 2022			For the period from December 10, 2021 (commencement of operations) to December 31, 2021
Net increase (decrease) in net assets resulting from operations	$	6,544		$	72
Net unrealized (appreciation) depreciation		2,842			3
Other book/tax differences		(422	)		—

Taxable income (1)	$	8,964		$	75

(1)	The Company’s taxable income for the three months ended December 31, 2022 is an estimate and will not be finally determined until the Company files its tax return for the fiscal year ending September 30, 2023. The final taxable income may be different than the estimate.

For the three months ended December 31, 2022, the Company recognized a total provision for income tax expense of $51, which was comprised of a current tax expense of $56 and a deferred income tax benefit of $5 that resulted from unrealized depreciation on investments held by the Company’s wholly-owned taxable subsidiaries.

As of September 30, 2022, the Company’s last tax year end, the components of accumulated overdistributed earnings on a tax basis were as follows:


Undistributed ordinary income, net	$	1,294
Net realized capital losses		566
Unrealized losses, net		(15,935	)

Accumulated overdistributed earnings	$	(14,075	)

The aggregate cost of investments for U.S. federal income tax purposes was $444.5 million as of September 30, 2022. As of September 30, 2022, the aggregate gross unrealized appreciation for all investments in which there was an excess of value over cost for U.S. federal income tax purposes was $1.8 million. As of September 30, 2022, the aggregate gross unrealized depreciation for all investments in which there was an excess of cost for U.S. federal income tax purposes over value was $17.7 million. Net unrealized depreciation based on the aggregate cost of investments for U.S. federal income tax purposes was $15.9 million.

Note 8. Concentration of Credit Risks

The Company deposits its cash with financial institutions and at times such balances may be in excess of the FDIC insurance limit. The Company limits its exposure to credit loss by depositing its cash with high credit quality financial institutions and monitoring their financial stability.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Note 9. Related Party Transactions

Investment Advisory Agreement

Effective as of February 3, 2022, the Company has entered into the Investment Advisory Agreement with the Adviser. The Company will pay the Adviser a fee for its services consisting of two components: a management fee and an incentive fee.

Management Fee

Under the Investment Advisory Agreement, the management fee is payable monthly in arrears at an annual rate of 1.25% of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable month. For purposes of calculating the management fee, net assets means the Company’s total net assets determined on a consolidated basis in accordance with GAAP. For the first calendar month in which the Company had operations, net assets were measured as of June 1, 2022, the date on which the Company broke escrow. In addition, the Adviser waived its management fee through November 2022, the first six months following June 1, 2022, the date on which the Company broke escrow for its continuous offering. For the three months ended December 31, 2022, base management fees were $1,396, of which $877 was waived.

Incentive Fee

The Incentive Fee consists of two parts: the Investment Income Incentive Fee and the Capital Gains Incentive Fee (each defined below) (collectively referred to as the “Incentive Fee”).

Investment Income Incentive Fee

The Investment Income Incentive Fee is calculated based on the Company’s Pre-Incentive Fee Net Investment Income, which means consolidated interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement entered into between the Company and the Administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the Incentive Fee and any distribution and/or shareholder servicing fees).

Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero-coupon securities), accrued income that has not yet been received in cash. For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of any expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income.

Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding quarter, is compared to a hurdle of 1.25% per quarter (5.0% annualized) (the “Hurdle Rate”). The Company will pay the Adviser an incentive fee quarterly in arrears with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:

•

Hurdle Rate Return: No incentive fee based on Pre-Incentive Fee Net Investment Income in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the Hurdle Rate;

•

Catch-Up: 100% of the Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Rate but is less than a 1.4286% (5.714% annualized) rate of return in any such calendar quarter (the “Catch-Up”), which is intended to provide the Adviser with approximately 12.5% of the Pre-Incentive Fee Net Investment Income as if the Hurdle Rate did not apply, if the Pre-Incentive Fee Net Investment Income exceeds the Hurdle Rate in any calendar quarter; and

•

87.5/12.5 Split: 12.5% of the Pre-Incentive Fee Net Investment Income, if any, that exceeds a 1.4286% (5.714% annualized) rate of return in such calendar quarter so that once the Hurdle Rate is reached and the Catch-Up is achieved, 12.5% of the Pre-Incentive Fee Net Investment Income thereafter is allocated to the Adviser.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

The Adviser waived the Investment Income Incentive Fee through November 2022, the first six months following June 1, 2022, the date on which the Company broke escrow for its continuous offering.

For the three months ended December 31, 2022, the Investment Income Incentive Fee was $1,240, of which $765 was waived.

Capital Gains Incentive Fee

In addition to the Investment Income Incentive Fee described above, commencing on September 30, 2022, the Adviser is entitled to receive a Capital Gains Incentive Fee (as defined below). The Capital Gains Incentive Fee is determined and payable in arrears as of the end of each fiscal year. The Capital Gains Incentive Fee is equal to 12.5% of the realized capital gains, if any, on a cumulative basis from inception through the end of each fiscal year, computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation, less the aggregate amount of any previously paid Capital Gains Incentive Fee, provided, that the Capital Gains Incentive Fee determined as of September 30, 2022 is calculated for a period of shorter than 12 calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from the date of inception through the end of the fiscal year 2022 (the “Capital Gains Incentive Fee”). The payment obligation with respect to the Capital Gains Incentive Fee is allocated in the same manner across the Class S shares, Class D shares and Class I shares.

Although the Capital Gains Incentive Fee due to the Adviser is not payable until it is contractually due based on the Investment Advisory Agreement, the Company accrues this component at the end of each reporting period based on the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each reporting period, computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation, less the aggregate amount of any previously paid Capital Gains Incentive Fee, as contractually included in the calculation of the Capital Gains Incentive Fee, plus the cumulative amount of unrealized capital appreciation. If such amount is positive at the end of a period, then the Company will accrue an incentive fee equal to 12.5% of such amount. If such amount is negative, then there will be no accrual for such period or an appropriate reduction in any amount previously accrued. U.S. GAAP requires that the Capital Gains Incentive Fee accrual consider cumulative unrealized capital appreciation in the calculation, as a Capital Gains Incentive Fee would be payable if such unrealized capital appreciation were realized. There can be no assurance that such unrealized capital appreciation will be realized in the future. For the three months ended December 31, 2022, there was no accrued Capital Gains Incentive Fee.

Administration Agreement

Effective as of February 3, 2022, the Company has entered into an Administration Agreement (as amended and restated, the “Administration Agreement”) with Oaktree Fund Administration, LLC (the “Administrator”), an affiliate of the Adviser. Pursuant to the Administration Agreement, the Administrator furnishes the Company with office facilities (certain of which are located in buildings owned by a Brookfield affiliate), equipment and clerical, bookkeeping and recordkeeping services at such facilities. Under the Administration Agreement, the Administrator performs, or oversees the performance of, the Company’s required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology and investor relations, and being responsible for the financial records that the Company is required to maintain and preparing reports to shareholders and reports filed with the SEC. In addition, the Administrator assists the Company in determining and publishing the NAV, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to the Company’s shareholders, and generally overseeing the payment of expenses and the performance of administrative and professional services rendered to the Company by others.

Payments under the Administration Agreement are equal to an amount that reimburses the Administrator for its costs and expenses incurred in performing its obligations under the Administration Agreement and providing personnel and facilities. The Company bears all of the costs and expenses of any sub-administration agreements that the Administrator enters into.

For the avoidance of doubt, the Company bears its allocable portion of the costs of the compensation, benefits, and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services under the Administration Agreement, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Administrator or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. The Company reimburses the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Administrator (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the Company’s business and affairs and to acting on the Company’s behalf). The Company’s Board reviews the fees payable under the Administration Agreement to determine that these fees are reasonable and comparable to administrative services charged by unaffiliated third parties.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the three months ended December 31, 2022, the Company incurred $176 of expenses under the Administration Agreement of which $144 was included in administrator expense, $24 was included in general and administrative expenses and $8 was included in organization expenses and amortization of offering costs on the Consolidated Statements of Operations.

Certain Terms of the Investment Advisory Agreement and Administration Agreement

Each of the Investment Advisory Agreement and the Administration Agreement is effective as of February 3, 2022. Unless earlier terminated as described below, each of the Investment Advisory Agreement and the Administration Agreement will remain in effect for a period of two years from the date it first becomes effective and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent Trustees. The Company may terminate the Investment Advisory Agreement or the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. In addition, without payment of any penalty, the Adviser may terminate the Investment Advisory Agreement upon 120 days’ written notice and the Administrator may terminate the Administration Agreement upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the Investment Company Act and related SEC guidance and interpretations.

Distribution Manager Agreement

Effective as of February 3, 2022, the Company has entered into a Distribution Manager Agreement (as amended and restated, the “Distribution Manager Agreement”) with Brookfield Oaktree Wealth Solutions LLC (the “Distribution Manager”), an affiliate of the Adviser. Under the terms of the Distribution Manager Agreement, the Distribution Manager serves as the distribution manager for the Company’s initial offering of Common Shares. The Distribution Manager is entitled to receive distribution and/or shareholder servicing fees monthly in arrears at an annual rate of 0.85% of the value of the Company’s net assets attributable to Class S shares as of the beginning of the first calendar day of the month. The Distribution Manager is entitled to receive distribution and/or shareholder servicing fees monthly in arrears at an annual rate of 0.25% of the value of the Company’s net assets attributable to Class D shares as of the beginning of the first calendar day of the month. No distribution and/or shareholding servicing fees are paid with respect to Class I shares. The distribution and/or shareholder servicing fees are payable to the Distribution Manager, but the Distribution Manager anticipates that all or a portion of the shareholder servicing fees will be retained by, or reallowed (paid) to, participating broker-dealers.

The Company will cease paying the shareholder servicing and/or distribution fee on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) a merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets or (iii) the date following the completion of the primary portion of the initial offering on which, in the aggregate, underwriting compensation from all sources in connection with the initial offering, including the shareholder servicing and/or distribution fee and other underwriting compensation, is equal to 10% of the gross proceeds from the initial offering. In addition, consistent with the exemptive relief allowing the Company to offer multiple classes of shares, at the end of the month in which the Distribution Manager in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to the shares held in a shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such shares (or a lower limit as determined by the Distribution Manager or the applicable selling agent), the Company will cease paying the shareholder servicing and/or distribution fee on the Class S shares and Class D shares in such shareholder’s account. Compensation paid with respect to the shares in a shareholder’s account will be allocated among each share such that the compensation paid with respect to each individual share will not exceed 10% of the offering price of such share. The Company may modify this requirement in a manner that is consistent with applicable exemptive relief. At the end of such month, the applicable Class S shares or Class D shares in such shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class S or Class D shares.

The Distribution Manager is a broker-dealer registered with the SEC and is a member of the Financial Industry Regulatory Authority (“FINRA”).

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Either party may terminate the Distribution Manager Agreement upon 60 days’ written notice to the other party or immediately upon notice to the other party in the event such other party failed to comply with a material provision of the Distribution Manager Agreement. The Company’s obligations under the Distribution Manager Agreement to pay the shareholder servicing and/or distribution fees with respect to the Class S and Class D shares will survive termination of the agreement until such shares are no longer outstanding (including such shares that have been converted into Class I shares, as described above).

Expense Support and Conditional Reimbursement Agreement

Effective as of February 3, 2022, the Company has entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser. The Adviser may elect to pay certain expenses (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest or distribution and/or shareholder servicing fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

For the three months ended December 31, 2022, the Adviser made Expense Payments in the amount of $852. For the three months ended December 31, 2022, the Adviser waived its right to receive a Reimbursement Payment from the Company and as of December 31, 2022 no Reimbursement Payments were made to the Adviser.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Note 10. Financial Highlights


	For the three months ended December 31, 2022						For the period from December 10, 2021 (commencement of operations) to December 31, 2021
	Class I			Class S			Class I
Net asset value at beginning of period	$	23.47		$	23.47		$	—
Capital contribution		—			—			25.00
Net investment income (1)		0.54			0.49			0.08
Net unrealized appreciation (depreciation) (1)(2)		(0.15	)		(0.15	)		(0.01	)
Net realized gains (losses) (1)		(0.03	)		(0.03	)		—
Distributions of net investment income to shareholders		(0.60	)		(0.55	)		—

Net asset value at end of period	$	23.23		$	23.23		$	25.07

Total return (3)		1.55	%		1.33	%		0.28	%
Common shares outstanding at beginning of the period or the commencement date		13,040			2,588			1,000
Common shares outstanding at end of period		16,690			4,552			1,000
Net assets at the beginning of the period or the commencement date	$	305,989		$	60,738		$	25,000
Net assets at end of period	$	387,720		$	105,735		$	25,072
Average net assets (4)	$	354,128		$	93,901		$	25,036
Ratio of net investment income to average net assets (5)		2.30	%		2.08	%		0.30	%
Ratio of total expenses to average net assets (5)(7)		1.58	%		1.79	%		0.03	%
Ratio of net expenses to average net assets (5)		1.02	%		1.24	%		—	%
Ratio of portfolio turnover to average investments at fair value (5)		7.24	%		7.24	%		—	%
Weighted average outstanding debt	$	155,109		$	155,109		$	4,294
Average debt per share (1)	$	8.13		$	8.13		$	4.29
Asset coverage ratio (6)		389.47	%		389.47	%		296.80	%


(1)		Calculated based upon weighted average shares outstanding for the period.
(2)		The amount shown does not correspond with the net unrealized appreciation on investments for the three months ended December 31, 2022 as it includes the effect of the timing of equity issuances.
(3)		Total return is calculated as the change in NAV per share during the period, plus distributions per share or capital activity, if any, divided by the beginning NAV per share, assuming a dividend reinvestment price equal to the NAV per share at the beginning of the period.
(4)		Calculated based upon the weighted average net assets for the period.
(5)		Financial results for the three months ended December 31, 2022 and the period from December 10, 2021 (commencement of operations) to December 31, 2021 have not been annualized for purposes of this ratio.
(6)		Based on outstanding senior securities of $170.5 million and $12.7 million as of December 31, 2022 and December 31, 2021, respectively.
(7)		Total expenses to average net assets is prior to management fee waivers and expense support provided by the Adviser.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Note 11. Commitments and Contingencies

Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its portfolio companies. As indicated in the table below, as of December 31, 2022, off-balance sheet arrangements consisted of $76,547 of unfunded commitments to provide debt financing to certain of the Company’s portfolio companies. As of September 30, 2022, off-balance sheet arrangements consisted of $68,962 of unfunded commitments to provide debt financing to certain of the Company’s portfolio companies. Such commitments are subject to the portfolio company’s satisfaction of certain financial and nonfinancial covenants and may involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Consolidated Statements of Assets and Liabilities.

A list of unfunded commitments by investment as of December 31, 2022 and September 30, 2022 is shown in the table below:


	December 31, 2022		September 30, 2022
Delta Leasing SPV II LLC	$	18,166	$	21,469
scPharmaceuticals Inc.		7,654		—
BioXcel Therapeutics, Inc.		6,930		6,930
iCIMs, Inc.		5,472		5,472
Grove Hotel Parcel Owner, LLC		5,305		5,305
ADC Therapeutics SA		4,770		4,770
Dukes Root Control Inc.		4,235		—
MRI Software LLC		3,678		4,754
107 Fair Street LLC		3,512		—
Establishment Labs Holdings Inc.		3,379		5,068
Innocoll Pharmaceuticals Limited		2,656		2,656
112-126 Van Houten Real22 LLC		2,563		—
Avalara, Inc.		1,903		—
SCP Eye Care Services, LLC		1,730		—
Salus Workers’ Compensation, LLC		1,329		—
Mesoblast, Inc.		1,125		1,125
athenahealth Group Inc.		1,035		—
ASP-R-PAC Acquisition Co LLC		588		588
Kings Buyer, LLC		430		547
PFNY Holdings, LLC		87		483
Ardonagh Midco 3 PLC		—		9,592
LSL Holdco, LLC		—		203

	$	76,547	$	68,962

Note 12. Subsequent Events

The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the consolidated financial statements as of and for the three months ended December 31, 2022, except as discussed below.

Share Issuance

On January 1, 2023, the Company issued and sold pursuant to its continuous public offering 1,477,560 Class I shares for proceeds of $34.3 million and 709,557 Class S shares for proceeds of $16.5 million.

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Distributions

On January 24, 2023, the Board of Trustees of the Company declared a regular distribution on its outstanding common shares of beneficial interest in the amount per share set forth below:


	Gross Distribution		Shareholder Servicing and/or Distribution Fee		Net Distribution
Class I shares	$	0.1900	$	—	$	0.1900
Class S shares	$	0.1900	$	0.0165	$	0.1735

The distribution is payable to shareholders of record as of January 31, 2023 and will be paid on or about February 24, 2023. The distribution will be paid in cash or reinvested in Common Shares for shareholders participating in the Company’s distribution reinvestment plan.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the notes thereto included elsewhere in this quarterly report on Form 10-Q. All amounts are shown in thousands, except share and per share amounts, percentages and as otherwise indicated.

Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements because they relate to future events or the future performance or financial condition of Oaktree Strategic Credit Fund ( the “Company”, which may also be referred to as “we,” “us” or “our”). The forward-looking statements contained in this quarterly report on Form 10-Q may include statements as to:

•

our future operating results and distribution projections;

•

the ability of Oaktree Fund Advisors, LLC (our “Adviser” and, collectively with its affiliates, “Oaktree”) to implement its future plans with respect to our business and to achieve our investment objective;

•

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 impact of current global economic conditions, including those caused by inflation, a rising interest rate environment, COVID-19 and Russia’s invasion of Ukraine on all of the foregoing.

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 quarterly report on Form 10-Q 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 “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended September 30, 2022 and elsewhere in this quarterly report on Form 10-Q.

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, including those caused by inflation and a rising interest rate environment;

•

risks associated with possible disruption in our operations, the operations of our portfolio companies or the economy generally due to terrorism, war or other geopolitical conflict (including Russia’s invasion of Ukraine), 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 (“BDCs”) or regulated investment companies (“RICs”); 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 quarterly report on Form 10-Q on information available to us on the date of this quarterly report, 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 Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Business Overview

We are a Delaware statutory trust formed on November 24, 2021 and are structured as a non-diversified, closed-end management investment company. On February 3, 2022, we elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Internal Revenue Code of 1986, as amended (the “Code”). Effective as of February 3, 2022, we are externally managed by the Adviser pursuant to an investment advisory agreement (as amended and restated, the “Investment

Advisory Agreement”), between us and the Adviser. The Adviser is an entity under common control with Oaktree Capital Group, LLC (“OCG”). In 2019, Brookfield Corporation (formerly known as Brookfield Asset Management, Inc., collectively with its affiliates, “Brookfield”) acquired a majority economic interest in OCG. OCG operates as an independent business within Brookfield, with its own product offerings and investment, marketing and support teams.

Our investment objective is to generate stable current income and long-term capital appreciation. We seek to meet our investment objective by primarily investing in private debt opportunities.

We have the authority to issue an unlimited number of common shares of beneficial interest, par value $0.01 per share (“Common Shares”). We are offering on a best efforts, continuous basis up to $5.0 billion aggregate offering price of Common Shares (the “Maximum Offering Amount”) pursuant to an offering registered with the SEC. We offer to sell any combination of three classes of Common Shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the Maximum Offering Amount. The share classes have different ongoing distribution and/or shareholder servicing fees.

We accepted purchase orders and held investors’ funds in an interest-bearing escrow account until we received purchase orders for Common Shares of at least $100.0 million, excluding subscriptions by Oaktree Fund GP I, L.P. in respect of the Class I shares purchased by Oaktree Fund GP I, L.P. prior to March 31, 2022, in any combination of purchases of Class S shares, Class D shares and Class I shares.

As of June 1, 2022, we had satisfied the minimum offering requirement and our board of trustees (the “Board of Trustees” or the “Board”) had authorized the release of proceeds from escrow. As of December 31, 2022, we have issued and sold 16,624,572 Class I shares for an aggregate purchase price of $403.1 million of which, $100.0 million was purchased by an affiliate of the Adviser. As of December 31, 2022, we have issued and sold 4,509,688 Class S shares for an aggregate purchase price of $107.0 million.

Business Environment and Developments

Global financial markets have experienced an increase in volatility as concerns about the impact of higher inflation, rising interest rates, a potential recession, the current conflict in Ukraine and the ongoing uncertainty related to the COVID-19 pandemic have weighed on market participants. These factors have created disruptions in supply chains and economic activity and have had a particularly adverse impact on certain companies in the energy, raw materials and transportation sectors, among others. These uncertainties can ultimately impact the overall supply and demand of the market through changing spreads, deal terms and structures and equity purchase price multiples.

We are unable to predict the full effects of these macroeconomic events or how long any further market disruptions or volatility might last. We continue to closely monitor the impact these events have on our business, industry and portfolio companies and will provide constructive solutions where necessary.

Against this uncertain macroeconomic backdrop, we believe attractive risk-adjusted returns can be achieved by making loans to middle market companies that typically possess resilient business models with strong underlying fundamentals. Given the breadth of the investment platform and decades of credit investing experience of Oaktree and its affiliates, we believe that we have the resources and experience to source, diligence and structure investments in these companies and are well placed to generate attractive returns for investors.

As of December 31, 2022, 90.1% of our debt investment portfolio (at fair value) and 89.8% of our debt investment portfolio (at cost) bore interest at floating rates indexed to the London Interbank Offered Rate (“LIBOR”), the Secured Overnight Financing Rate (“SOFR”) and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly or monthly at the borrower’s option. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, supports replacing U.S.-dollar LIBOR with SOFR. Although there have been issuances utilizing SOFR, an alternative reference rate that is based on transactions, it is unknown whether these alternative reference rates will attain market acceptance as replacements for LIBOR. In anticipation of the cessation of LIBOR, we may need to renegotiate any credit agreements extending beyond the applicable phase out date with our prospective portfolio companies that utilize LIBOR as a factor in determining the interest rate. Certain of the loan agreements with our portfolio companies have included fallback language in the event that LIBOR becomes unavailable. This language generally provides that the administrative agent may identify a replacement reference rate, typically with the consent of (or prior consultation with) the borrower. In certain cases, the administrative agent will be required to obtain the consent of either a majority of the lenders under the facility, or the consent of each lender, prior to identifying a replacement reference rate. Certain of the loan agreements with our portfolio companies do not include any fallback language providing a mechanism for the parties to negotiate a new reference interest rate and will instead revert to the base rate in the event LIBOR ceases to exist.

Critical Accounting Estimates

Fair Value Measurements

Our Adviser, as the valuation designee of our Board pursuant to Rule 2a-5 under the Investment Company Act, determines the fair value of our assets on at least a quarterly basis in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. ASC 820 prioritizes the use of observable market prices over entity-specific inputs. Where observable prices or inputs are not available or reliable, valuation techniques are applied. These valuation techniques involve some level of estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.

Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

•

Level 1 — Unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.

•

Financial instruments with readily available quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value. As such, the Adviser obtains and analyzes readily available market quotations provided by pricing vendors and brokers for all of our investments for which quotations are available. In determining the fair value of a particular investment, pricing vendors and brokers use observable market information, including both binding and non-binding indicative quotations.

are deemed to control under the Investment Company Act. To estimate the EV of a portfolio company, the Adviser analyzes various factors, including the portfolio company’s historical and projected financial results, macroeconomic impacts on the company and competitive dynamics in the company’s industry. the Adviser also utilizes some or all of the following information based on the individual circumstances of the portfolio company: (i) valuations of comparable public companies, (ii) recent sales of private and public comparable companies in similar industries or having similar business or earnings characteristics, (iii) purchase prices as a multiple of their earnings or cash flow, (iv) the portfolio company’s ability to meet its forecasts and its business prospects, (v) a discounted cash flow analysis, (vi) estimated liquidation or collateral value of the portfolio company’s assets and (vii) offers from third parties to buy the portfolio company. The Adviser may probability weight potential sale outcomes with respect to a portfolio company when uncertainty exists as of the valuation date. The third valuation technique is a market yield technique, which is typically performed for non-credit impaired debt investments. In the market yield technique, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk, and the Adviser considers the current contractual interest rate, the capital structure and other terms of the investment relative to our risk and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the EV of the portfolio company. As debt investments held by us are substantially illiquid with no active transaction market, the Adviser depends on primary market data, including newly funded transactions and industry specific market movements, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.

In December 2020, the SEC adopted Rule 2a-5 under the Investment Company Act. Rule 2a-5 permits boards of registered investment companies and BDCs to either (i) choose to continue to determine fair value in good faith, or (ii) designate a valuation designee tasked with determining fair value in good faith, subject to the board’s oversight. Our Board of Trustees has designated the Adviser to serve as its valuation designee effective September 8, 2022.

The Adviser undertakes a multi-step valuation process each quarter in connection with determining the fair value of our investments:

•

The quarterly valuation process begins with each portfolio company or investment being initially valued by the Adviser’s valuation team;

•

Preliminary valuations are then reviewed and discussed with management of the Adviser;

•

Separately, independent valuation firms prepare valuations of our investments, on a selected basis, for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and submit the reports to us and provide such reports to the Adviser;

•

The Adviser compares and contrasts its preliminary valuations to the valuations of the independent valuation firms and prepares a valuation report for the Audit Committee;

•

The Adviser, as valuation designee, determines the fair value of each investment in our portfolio.

The fair value of our investments as of December 31, 2022 and September 30, 2022 was determined by the Adviser, as our valuation designee. We have and will continue to engage independent valuation firms each quarter to provide assistance regarding the determination of the fair value of a portion of our portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.

When we determine our net asset value as of the last day of a month that is not also the last day of a calendar quarter, we intend to update the value of securities with reliable market quotations to the most recent market quotation. For securities without reliable market quotations, pursuant to our valuation policy, the Adviser’s valuation team will generally value such assets at the most recent quarterly valuation or, in the case of securities acquired after such date, cost, unless, in either case, the Adviser determines that since the most recent quarter end or the date of acquisition for securities acquired after quarter end, as

the case may be, a significant observable change has occurred with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Adviser determines such a change has occurred with respect to one or more investments, the Adviser will determine whether to update the value for each relevant investment using a range of values from an independent valuation firm, where applicable, in accordance with our valuation policy. Additionally, the Adviser may otherwise determine to update the most recent quarter end valuation of an investment without reliable market quotations that the Adviser considers to be material to us using a range of values from an independent valuation firm.

As of December 31, 2022, we held $662.2 million of investments at fair value, up from $428.6 million held at September 30, 2022, primarily driven by new originations funded primarily by cash proceeds from our continuous public offering.

Revenue Recognition

We generate revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments provide for deferred interest payments or payment-in-kind (“PIK”) interest income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.

Interest Income

Interest income, adjusted for accretion of original issue discount (“OID”), is recorded on an accrual basis to the extent that such amounts are expected to be collected. We stop accruing interest on investments when it is determined that interest is no longer collectible. Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when there is reasonable doubt that principal or interest cash payments will be collected. Cash interest payments received on investments may be recognized as income or a return of capital depending upon management’s judgment. A non-accrual investment is restored to accrual status if past due principal and interest are paid in cash, and the portfolio company, in management’s judgment, is likely to continue timely payment of its remaining obligations.

In connection with our investment in a portfolio company, we sometimes receive nominal cost equity that is valued as part of the negotiation process with the portfolio company. When we receive nominal cost equity, we allocate our cost basis in the investment between debt securities and the nominal cost equity at the time of origination. Any resulting discount from recording the loan, or otherwise purchasing a security at a discount, is accreted into interest income over the life of the loan.

For our secured borrowings, the interest earned on the entire loan balance is recorded within interest income and the interest earned by the counterparty is recorded within interest expense in the Consolidated Statement of Operations.

PIK Interest Income

Our investments in debt securities may contain PIK interest provisions. PIK interest, which generally represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. We generally cease accruing PIK interest if there is insufficient value to support the accrual or if we do not expect the portfolio company to be able to pay all principal and interest due. Our decision to cease accruing PIK interest on a loan or debt security involves subjective judgments and determinations based on available information about a particular portfolio company, including whether the portfolio company is current with respect to its payment of principal and interest on its loans and debt securities; financial statements and financial projections for the portfolio company; our assessment of the portfolio company’s business development success; information obtained by us in connection with periodic formal update interviews with the portfolio company’s management and, if appropriate, the private equity sponsor; and information about the general economic and market conditions in which the portfolio company operates. Our determination to cease accruing PIK interest is generally made well before our full write-down of a loan or debt security. In addition, if it is subsequently determined that we will not be able to collect any previously accrued PIK interest, the fair value of the loans or debt securities would be reduced by the amount of such previously accrued, but uncollectible, PIK interest. The accrual of PIK interest on our debt investments increases the recorded cost bases of these investments in our consolidated financial statements including for purposes of computing the capital gains incentive fee payable by us to the Adviser. To maintain our status as a RIC, certain income from PIK interest may be required to be distributed to our shareholders even though we have not yet collected the cash and may never do so.

As of December 31, 2022 and September 30, 2022, there were no investments on non-accrual status.

Portfolio Composition

As of December 31, 2022, the fair value of our investment portfolio was $662.2 million and was composed of investments in 96 portfolio companies. As of September 30, 2022, the fair value of our investment portfolio was $428.6 million and was composed of investments in 81 portfolio companies.

As of December 31, 2022 and September 30, 2022, our investment portfolio consisted of the following:


	December 31, 2022			September 30, 2022
Cost:
Senior Secured Debt		92.77	%		93.44	%
Subordinated Debt		5.87	%		4.98	%
Preferred Equity		0.89	%		1.35	%
Common Equity and Warrants		0.47	%		0.23	%

Total		100.00	%		100.00	%


	December 31, 2022			September 30, 2022
Fair Value:
Senior Secured Debt		92.93	%		93.96	%
Subordinated Debt		5.75	%		4.52	%
Preferred Equity		0.78	%		1.28	%
Common Equity and Warrants		0.54	%		0.24	%

Total		100.00	%		100.00	%

The table below describes investments by industry composition based on fair value as a percentage of total investments:


	December 31, 2022			September 30, 2022
Fair Value:
Application Software		13.72	%		10.12	%
Health Care Technology		7.67	%		6.92	%
Auto Parts & Equipment		4.92	%		—	%
Health Care Distributors		3.91	%		5.51	%
Systems Software		3.82	%		4.24	%
Other Diversified Financial Services		3.05	%		1.79	%
Education Services		2.95	%		3.43	%
Industrial Machinery		2.68	%		4.20	%
Health Care Services		2.65	%		1.53	%
Diversified Support Services		2.62	%		3.63	%
Hotels, Resorts & Cruise Lines		2.59	%		4.03	%
Environmental & Facilities Services		2.50	%		1.13	%
Pharmaceuticals		2.48	%		1.04	%
Multi-Sector Holdings		2.43	%		1.27	%
Biotechnology		2.27	%		2.81	%
Integrated Telecommunication Services		2.03	%		2.16	%
Airlines		1.97	%		—	%
Property & Casualty Insurance		1.95	%		2.33	%
Cable & Satellite		1.71	%		2.04	%
Office Services & Supplies		1.55	%		1.86	%
Metal & Glass Containers		1.51	%		1.72	%
Insurance Brokers		1.50	%		—	%
Personal Products		1.50	%		1.29	%
Specialty Stores		1.48	%		0.44	%
Soft Drinks		1.47	%		—	%
Restaurants		1.44	%		1.57	%
Specialized Finance		1.44	%		0.85	%
Diversified Metals & Mining		1.42	%		0.86	%
Health Care Facilities		1.41	%		2.27	%
Leisure Facilities		1.39	%		2.07	%
Distributors		1.29	%		2.90	%
Research & Consulting Services		1.29	%		1.78	%
Aerospace & Defense		1.28	%		1.20	%
Health Care Supplies		1.26	%		1.96	%
Advertising		1.07	%		1.63	%
Alternative Carriers		1.05	%		1.69	%
Data Processing & Outsourced Services		1.03	%		1.54	%
Electronic Components		1.01	%		1.51	%
Air Freight & Logistics		0.96	%		1.48	%
Consumer Finance		0.81	%		1.45	%
Internet Services & Infrastructure		0.71	%		0.44	%
Paper Packaging		0.71	%		1.12	%
Leisure Products		0.55	%		2.76	%
Trading Companies & Distributors		0.55	%		1.12	%
Diversified Banks		0.54	%		0.50	%
Real Estate Development		0.52	%		—	%
Specialized REITs		0.44	%		0.68	%
IT Consulting & Other Services		0.44	%		0.84	%
Paper Products		0.43	%		0.66	%
Electrical Components & Equipment		0.03	%		0.77	%
Internet & Direct Marketing Retail		—	%		1.11	%
Oil & Gas Refining & Marketing		—	%		0.93	%
Airport Services		—	%		0.69	%
Automotive Retail		—	%		0.13	%

Total		100.00	%		100.00	%

The geographic composition of our portfolio is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company’s business. The table below describes investments by geographic composition at fair value as a percentage of total investments:


	December 31, 2022			September 30, 2022
United States		87.23	%		90.88	%
Chile		1.97	%		—	%
Luxembourg		1.80	%		—	%
Costa Rica		1.78	%		2.38	%
United Kingdom		1.71	%		—	%
Switzerland		1.50	%		2.32	%
Netherlands		1.47	%		—	%
France		1.47	%		0.99	%
India		0.60	%		0.85	%
Cayman Islands		0.39	%		—	%
Germany		0.08	%		1.21	%
Ireland		—	%		1.37	%

Total		100.00	%		100.00	%

See the Schedule of Investments as of December 31, 2022 and September 30, 2022, in our consolidated financial statements in Part I, Item 1, of this Form 10-Q and in Part II, Item 8, of our annual report on Form 10-K for the year ended September 30, 2022, for more information on these investments, including a list of companies and the type, cost and fair value of investments.

Discussion and Analysis of Results and Operations

Results of Operations

The principal measure of our financial performance is the net increase (decrease) in net assets resulting from operations, which includes net investment income, net realized gains (losses) and net unrealized appreciation (depreciation). Net investment income is the difference between our income from interest income and fee income and total expenses. Net realized gains (losses) on investments is the difference between the proceeds received from dispositions of portfolio investments and their stated costs. Net unrealized appreciation (depreciation) is the net change in the fair value of our investment portfolio during the reporting period, including the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized. The net increase or decrease in net assets from operations may vary substantially from period to period as a result of various factors, including the recognition of realized gains and losses and net change in unrealized appreciation and depreciation.

Comparison of three months ended December 31, 2022 and the period from December 10, 2021 (commencement of operations) to December 31, 2021

Investment Income

Total investment income for the three months ended December 31, 2022 was $14,882 and consisted of $14,795 of interest income primarily from portfolio investments (including $527 of PIK interest income) and $87 of fee income. Total investment income for the period from December 10, 2021 (commencement of operations) to December 31, 2021 was $83 and consisted of $81 of interest income primarily from portfolio investments and $2 of fee income. The increase in total investment income was primarily driven by the increase in the size of the investment portfolio. Based on fair value as of December 31, 2022, the weighted average yield on our debt investments was 11.1%, up from 7.8% as of December 31, 2021.

Expenses

Net expenses for three months ended December 31, 2022 and the period from December 10, 2021 (commencement of operations) to December 31, 2021 were $4,785 and $8, respectively, and consisted of the following:


	For the three months ended December 31, 2022			For the period from December 10, 2021 (commencement of operations) to December 31, 2021
Expenses:
Base management fee	$	1,396		$	—
Investment income incentive fee		1,240			—
Professional fees		398			—
Class S distribution and shareholder servicing fees		199			—
Board of trustees fees		66			—
Organization expenses		4			—
Amortization of continuous offering costs		848			—
Interest expense		2,806			8
Administrator expense		144			—
General and administrative expenses		178			—

Total expenses	$	7,279		$	8
Management and incentive fees waived		(1,642	)		—
Expense support		(852	)		—

Net expenses	$	4,785		$	8

For the three months ended December 31, 2022, the Adviser made Expense Payments in accordance with the Expense Support Agreement in the amount of $852. For the three months ended December 31, 2022, the Adviser waived its right to receive a Reimbursement Payment from us as of December 31, 2022 and no Reimbursement Payments were made to the Adviser. In addition, the Adviser waived its management and incentive fee through November 2022, the first six months following June 1, 2022, the date on which we broke escrow for our continuous offering. For the three months ended December 31, 2022, base management fees were $1,396, of which $877 was waived. For the three months ended December 31, 2022, the investment income incentive fee was $1,240, of which $765 was waived. See Note 9, Related Party Transaction, to our Consolidated Financial Statements, included in Part I, Item 1 of this Form 10-Q.

Net Unrealized Appreciation (Depreciation)

Net unrealized depreciation was $2,842 for the three months ended December 31, 2022, which was primarily driven by unrealized losses related to credit spread widening and foreign currency forward contracts. Net unrealized depreciation was $3 for the period from December 10, 2021 (commencement of operations) to December 31, 2021.

Net Realized Gains (Losses)

Net realized losses were $660 for the three months ended December 31, 2022 and primarily related to the exits of certain investments.

Financial Condition, Liquidity and Capital Resources

We expect to generate cash from (1) the cash proceeds from our continuous public offering and contributions from shareholders (2) cash flows from operations, including earnings on investments, as well as interest earned from the temporary investment of cash in cash-equivalents, U.S. high-quality debt investments that mature in one year or less, (3) borrowings from banks, including secured borrowings, and any other financing arrangements we may enter into in the future and (4) any future offerings of equity or debt securities.

Our primary use of cash is for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including our expenses, the Management Fee and the Incentive Fee), (3) debt service of borrowings, and (4) cash distributions to the shareholders.

For the three months ended December 31, 2022, we experienced a net decrease in cash and cash equivalents of $22.1 million. During that period, $237.5 million of cash was used in operating activities, primarily consisting of cash used to fund new investments, partially offset by proceeds from the sales and repayments of investments. During the same period, cash provided by financing activities was $216.1 million, due primarily from $129.7 million of proceeds from the issuance of common shares and $95.0 million of net borrowings under the credit facility, partially offset by $8.4 million of distributions paid to shareholders.

For the period from December 10, 2021 (commencement of operations) through December 31, 2021, we experienced a net increase in cash and cash equivalents of $11.6 million. During that period, $26.1 million of cash was used in operating activities, primarily consisting of cash used to fund new investments. During the same period, cash provided by financing activities was $37.7 million, primarily consisting of proceeds from the issuance of common shares of $25.0 million and $12.7 million of proceeds from secured borrowings.

As of December 31, 2022, we had $36.3 million of cash and cash equivalents, portfolio investments (at fair value) of $662.2 million, $4.0 million of interest receivable, $2.3 million of due from affiliates, $320.0 million of undrawn capacity on our credit facility (subject to borrowing base and other limitations), $34.2 million of net payables from unsettled transactions and $170.0 million of borrowings outstanding under our credit facility.

As of September 30, 2022, we had $58.4 million of cash and cash equivalents, portfolio investments (at fair value) of $428.6 million, $3.3 million of interest receivable, $1.4 million of due from affiliates, $375.0 million of undrawn capacity on our credit facility (subject to borrowing base and other limitations), $47.6 million of net payables from unsettled transactions and $75.0 million of borrowings outstanding under our credit facility.

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of December 31, 2022 and September 30, 2022, off-balance sheet arrangements consisted of $76,547 and $68,962 of unfunded commitments to provide debt financing to certain of our portfolio companies. Such commitments are subject to the portfolio company’s satisfaction of certain financial and nonfinancial covenants and may involve, to varying degrees, elements of credit risk in excess of the amount recognized in our Consolidated Statements of Assets and Liabilities.

Contractual Obligations


	Debt Outstanding as of September 30, 2022		Debt Outstanding as of December 31, 2022		Weighted average debt outstanding for the three months ended December 31, 2022		Maximum debt outstanding for the three months ended December 31, 2022
ING Credit Agreement	$	75,000	$	170,000	$	155,109	$	220,000

Total debt	$	75,000	$	170,000	$	155,109


	Payments due by period as of December 31, 2022
	Total		< 1 year		1-3 years		3-5 years
ING Credit Agreement	$	170,000	$	—	$	—	$	170,000
Interest due on ING Credit Agreement		45,376		10,699		21,398		13,279

Total	$	215,376	$	10,699	$	21,398	$	183,279

Equity Activity

As of December 31, 2022, we have issued and sold 16,624,572 Class I shares for an aggregate purchase price of $403.1 million. As of December 31, 2022, we have issued and sold 4,509,688 Class S shares for an aggregate purchase price of $107.0 million. As of December 31, 2022, we have issued 65,970 Class I shares and 42,036 Class S shares pursuant to our distribution reinvestment plan.

The following table summarizes transactions in common shares of beneficial interest for the three months ended December 31, 2022:


	Shares		Amount
Class I
Issuance of Common Shares		3,605,882	$	84,482
Issuance of Common Shares under dividend reinvestment plan		44,634		1,045
Share repurchases		—		—
Early repurchase deduction		—		—

Net increase (decrease)		3,650,516	$	85,527

Class S
Issuance of Common Shares		1,929,704	$	45,226
Issuance of Common Shares under dividend reinvestment plan		33,618		787
Share repurchases		—		—
Early repurchase deduction		—		—

Net increase (decrease)		1,963,322	$	46,013

Total net increase (decrease)		5,613,838	$	131,540

Net Asset Value per Share and Offering Price

We determine NAV per share for each class of shares as of the last calendar day of each month. Share issuances pursuant to accepted monthly subscriptions are effective the first calendar day of each month. Shares are issued and sold at a purchase price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table summarizes each month-end NAV per share for Class I and Class S shares utilized as the purchase price for shares issued and sold after we broke escrow:


	Class I Shares		Class S Shares
May 31, 2022	$	24.32		—
June 30, 2022	$	23.71		—
July 31, 2022	$	23.98	$	23.98
August 31, 2022	$	24.03	$	24.03
September 30, 2022	$	23.47	$	23.47
October 31, 2022	$	23.33	$	23.33
November 30, 2022	$	23.46	$	23.46
December 31, 2022	$	23.23	$	23.23

Distributions

The Board authorizes and declares monthly distribution amounts per share of outstanding common shares of beneficial interest. The following table presents distributions that were declared during the period ended December 31, 2022:

Class I

Date Declared

Record Date

Payment Date

Net Distribution Per
Share

Distribution Amount

October 26, 2022

October 31, 2022

November 28, 2022

0.1800

2,470

November 21, 2022

November 30, 2022

December 28, 2022

0.1900

2,818

December 21, 2022

December 31, 2022

January 30, 2023

0.1900

3,171

December 21, 2022

December 31, 2022

January 30, 2023

0.0400

668

0.6000

9,127

Class S

Date Declared

Record Date

Payment Date

Net Distribution Per
Share

Distribution
Amount

October 26, 2022

October 31, 2022

November 28, 2022

0.1634

574

November 21, 2022

November 30, 2022

December 28, 2022

0.1735

684

December 21, 2022

December 31, 2022

January 30, 2023

0.1734

789

December 21, 2022

December 31, 2022

January 30, 2023

0.0400

182

0.5503

2,229

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan, pursuant to which we will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Share Repurchase Program

At the discretion of our Board of Trustees, during the quarter ended September 30, 2022 we commenced a share repurchase program pursuant to which we intend to offer to repurchase up to 5% of our Common Shares outstanding (by number of shares or aggregate NAV) as of the close of the previous calendar quarter. Our Board of Trustees may amend or suspend the share repurchase program at any time if it deems such action to be in our best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. Following any such suspension, the Board of Trustees will consider on at least a quarterly basis whether the continued suspension of the share repurchase program is in the best interest of us and shareholders, and will reinstate the share repurchase program when and if appropriate and subject to its fiduciary duty to us and shareholders.

We intend to conduct repurchase offers under the share repurchase program pursuant to tender offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the Investment Company Act. All shares purchased by us pursuant to the terms of each tender offer will be retired.

Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares at the expiration of the tender offer at a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be subject to an early repurchase deduction of 2% of such NAV (an “Early Repurchase Deduction”). The one-year holding period will be deemed satisfied if the shares to be repurchased would have been outstanding for one year or longer as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by us for the benefit of remaining shareholders.

Leverage

To seek to enhance our returns, we use and expect to continue to use leverage as market conditions permit and at the discretion of the Adviser. However, as a BDC, subject to certain limited exceptions, we are currently only allowed to borrow amounts in accordance with the asset coverage requirements in the Investment Company Act of 1940, as amended (the “Investment Company Act”). On March 23, 2018, the Small Business Credit Availability Act (the “SBCAA”) was enacted into law. The SBCAA, among other things, amended Section 61(a) of the Investment Company Act to add a new Section 61(a)(2) that reduces the asset coverage requirements applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements, which we have made, and obtains certain approvals, which we have obtained. Accordingly, we are subject to an asset coverage requirement of 150%. We intend to use leverage in the form of borrowings, including loans from certain financial institutions, and the issuance of debt securities. We may also use leverage in the form of the issuance of preferred shares, but do not currently intend to do so. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. Any such leverage is expected to be applied on a position-by-position basis, meaning little-to-no leverage may be applied to certain investments, while others may have more leverage applied. Any such leverage would also be expected to increase the total capital available for investment by the Company. We may also create leverage by securitizing our assets (including in CLOs) and retaining the equity portion of the securitized vehicle.

ING Credit Agreement

On March 25, 2022 (the “ING Closing Date”), we entered into a senior secured revolving credit agreement (the “ING Credit Agreement”) among us, as borrower, the lenders party thereto, and ING Capital LLC (“ING”), as administrative agent.

Effective on and as of May 25, 2022, we entered into an incremental commitment and assumption agreement (the “Incremental Commitment and Assumption Agreement”) among us, as borrower, the subsidiary guarantor party thereto (the “Subsidiary Guarantor”), ING, as administrative agent and issuing bank, Sumitomo Mitsui Banking Corporation and MUFG Bank, LTD, (together with Sumitomo Mitsui Banking Corporation, the “Assuming Lenders”). Pursuant to the Incremental Commitment and Assumption Agreement, among other things, each Assuming Lender (i) became a Lender (as defined in the ING Credit Agreement) under the ING Credit Agreement and (ii) agreed to make a Commitment (as defined in the ING Credit Agreement) to us in the amount of $150 million. The Incremental Commitment and Assumption Agreement increased the aggregate amount of Commitments under the ING Credit Agreement from $150 million to $450 million (the “Maximum Commitment”), subject to the lesser of (i) a borrowing base and (ii) the Maximum Commitment, and provided that, with respect to any lender, its individual commitment is not exceeded. The revolving credit facility has a four year availability period (the “Availability Period”) during which loans may be made and the ING Credit Agreement has a stated maturity dated that is five years from the ING Closing Date (the “Maturity Date”). Following the Availability Period we will be required in certain circumstances to prepay loans prior to the Maturity Date. The ING Credit Agreement provides for the issuance of letters of credit during the Availability Period in an aggregate amount of $25 million. Borrowing under the ING Credit Agreement may be used for general corporate purposes, including making investments and permitted distributions.

Effective on and as of October 6, 2022, we entered into a subsequent incremental commitment and assumption agreement (the “Subsequent Incremental Commitment and Assumption Agreement”) among us, as borrower, the Subsidiary Guarantor, ING, as administrative agent and issuing bank, and Apple Bank For Savings, as an Assuming Lender. Pursuant to the Subsequent Incremental Commitment and Assumption Agreement, Apple Bank For Savings (i) became a Lender under the ING Credit Agreement and (ii) agreed to make a Commitment to us in the amount of $40 million. The Subsequent Incremental Commitment and Assumption Agreement increased the aggregate amount of Commitments under the ING Credit Agreement from $450 million to $490 million.

All obligations under the ING Credit Agreement are secured by a first-priority security interest (subject to certain exceptions) in substantially all of the present and future property and assets of us and of the sole current and certain future subsidiaries of us and guaranteed by such subsidiaries.

Borrowings under the ING Credit Agreement shall be denominated in U.S. Dollars and bear interest at a rate per annum equal to either (1) SOFR, as adjusted, plus 1.875% per annum or (2) the alternative base rate (which is the greatest of the (a) prime rate, (b) the federal funds effective rate plus ¹⁄₂ of 1%, (c) the overnight bank funding rate plus ¹⁄₂ of 1%, (d) certain rates based on SOFR and (e) 0) (“ABR”) plus 0.875% per annum. We may elect either an ABR or SOFR borrowing at each drawdown request, and loans may be converted from one rate to another at any time at our option, subject to certain conditions.

We will pay a commitment fee at a rate of 0.375% per annum on the daily unused portion of the aggregate commitments under the ING Credit Agreement.

At any time during the Availability Period, the Borrower may propose an increase in the Maximum Commitment to an amount not to exceed the greater of (a) $750.0 million and (b) 150% of shareholders’ equity as of the date on which such increased amount is to be effective, subject to certain conditions, including the consent of the lenders to increase their commitments and of ING.

We have made customary representations and warranties and are required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities. As of December 31, 2022, we were in compliance with all financial covenants under the ING Credit Agreement based on the financial information contained in this Quarterly Report on Form 10-Q. Borrowings under the ING Credit Agreement are subject to the leverage restrictions contained in the Investment Company Act.

As of December 31, 2022 and September 30, 2022, we had $170.0 million and $75.0 million outstanding under the ING Credit Agreement. For the three months ended December 31, 2022, our borrowings under the ING Credit Agreement bore interest at a weighted average rate of 5.81%. We recorded $2,806 of interest expense (inclusive of fees) related to the ING Credit Agreement for the three months ended December 31, 2022. There were no borrowings outstanding during the period from December 10, 2021 (commencement of operations) to December 31, 2021.

Secured Borrowings

As of December 31, 2022 and September 30, 2022, there were no secured borrowings outstanding. We recorded $0 and $8 of interest expense in connection with secured borrowings for the three months ended December 31, 2022 and the period from December 10, 2021 (commencement of operations) to December 31, 2021.

Regulated Investment Company Status and Distributions

We anticipate that we will make quarterly distributions of at least 90% of our realized net ordinary income and net short-term capital gains in excess of our net long-term capital losses, if any, then available for distribution, each as determined by our Board in accordance with applicable law. Any distributions will be declared out of assets legally available for distribution. We expect quarterly distributions to be paid from income primarily generated by interest earned on our investments, although distributions to shareholders may also include a return of capital.

We intend to elect to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code. To maintain RIC qualification, we must distribute to our shareholders, for each tax year, at least 90% of our “investment company taxable income” for that year. In order to avoid certain excise taxes imposed on RICs, we intend to distribute during each calendar year an amount at least equal to the sum of: (1) 98% of our ordinary income for the calendar year; (2) 98.2% of our capital gain net income (both long-term and short-term) for the one-year period ending on October 31 of the calendar year; and, (3) any undistributed ordinary income and capital gain net income for preceding years on which we paid no U.S. federal income tax less certain over-distributions in prior years. In addition, although we currently intend to distribute realized net capital gains (i.e., net long term capital gains in excess of short term capital losses), if any, at least annually, we may in the future decide to retain such capital gains for investment, pay U.S. federal income tax on such amounts at regular corporate tax rates, and elect to treat such gains as deemed distributions to shareholders. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, to the extent that we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the Investment Company Act or if distributions are limited by the terms of any of our borrowings.

Depending on the level of taxable income and net capital gain earned in a year, we may choose to carry forward taxable income or net capital gain for distribution in the following year and pay the applicable U.S. federal excise tax. Distributions will be appropriately adjusted for any taxes payable by us or any direct or indirect subsidiary through which it invests (including any corporate, state, local, non-U.S. and withholding taxes). Any Incentive Fee to be paid to our Adviser will not be reduced to take into account any such taxes.

We may generate qualified net interest income or qualified net short-term capital gains that may be exempt from U.S. withholding tax when distributed to foreign shareholders. A RIC is permitted to designate distributions of qualified net interest income and qualified short-term capital gains as exempt from U.S. withholding tax when paid to non-U.S. shareholders with proper documentation.

Recent Developments

Share Issuance

On January 1, 2023, we issued and sold pursuant to our continuous public offering 1,477,560 Class I shares for proceeds of $34.3 million and 709,557 Class S shares for proceeds of $16.5 million.

Distributions

On January 24, 2023, our Board of Trustees declared a regular distribution on our outstanding common shares of beneficial interest in the amount per share set forth below:


	Gross Distribution		Shareholder Servicing and/or Distribution Fee		Net Distribution
Class I shares	$	0.1900	$	—	$	0.1900
Class S shares	$	0.1900	$	0.0165	$	0.1735

The distribution is payable to shareholders of record as of January 31, 2023 and will be paid on or about February 24, 2023. The distribution will be paid in cash or reinvested in Shares for shareholders participating in our distribution reinvestment plan.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in the valuations of our investment portfolio and interest rates.

Valuation Risk

Our investments often do not have a readily available market price, and we value these investments at fair value as determined in good faith by our Adviser, as the valuation designee appointed by our Board of Trustees pursuant to Rule 2a-5 under the Investment Company Act. There is no single standard for determining fair value in good faith and valuation methodologies involve a significant degree of judgment. In addition, our valuation methodology utilizes discount rates in part in valuing our investments, and changes in those discount rates may have an impact on the valuation of our investments. Accordingly, valuations by us do not necessarily represent the amounts which may eventually be realized from sales or other dispositions of investments. Estimated fair values may differ from the values that would have been used had a ready market for the investment existed, and the differences could be material to our consolidated financial statements.

Interest Rate Risk

We are subject to financial market risks, including changes in interest rates. Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments, cash and cash equivalents and idle funds investments. Our risk management procedures are designed to identify and analyze our risk, to set appropriate policies and to continually monitor these risks. Our investment income will be affected by changes in various interest rates, including LIBOR and SOFR, to the extent our debt investments include floating interest rates.

As of December 31, 2022, 90.1% of our debt investment portfolio at fair value bore interest at floating rates. As of September 30, 2022, 87.6% of our debt investment portfolio at fair value bore interest at floating rates. The composition of our floating rate debt investments by interest rate floor as of December 31, 2022 and September 30, 2022 was as follows:


	December 31, 2022					September 30, 2022
($ in thousands)	Fair Value		% of Floating Rate Portfolio			Fair Value		% of Floating Rate Portfolio
0%	$	119,054		20.22	%	$	87,955		23.79	%
>0% and <1%		270,532		45.94			192,723		52.13
1%		155,070		26.33			89,020		24.08
>1%		44,201		7.51			—		—

Total	$	588,857		100.00	%	$	369,698		100.00	%

Based on our Statement of Assets and Liabilities as of December 31, 2022, the following table shows the approximate annualized net increase (decrease) in net assets resulting from operations (excluding the impact of any potential incentive fees) of hypothetical base rate changes in interest rates, assuming no changes in our investment and capital structure. However, there can be no assurances our portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.


Basis point increase ($ in thousands)	Increase in Interest Income		(Increase) in Interest Expense			Net increase in net assets resulting from operations
250	$	15,842	$	(4,250	)	$	11,592
200		12,673		(3,400	)		9,273
150		9,505		(2,550	)		6,955
100		6,337		(1,700	)		4,637
50		3,168		(850	)		2,318


Basis point decrease ($ in thousands)	(Decrease) in Interest Income			Decrease in Interest Expense		Net (decrease) in net assets resulting from operations
50	$	(3,168	)	$	850	$	(2,318	)
100		(6,336	)		1,700		(4,636	)
150		(9,456	)		2,550		(6,906	)
200		(12,571	)		3,400		(9,171	)
250		(15,622	)		4,250		(11,372	)

We regularly measure exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on this review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. The interest rate on the principal balance outstanding for primarily all floating rate loans is indexed to the LIBOR, SOFR and/or an alternate base rate, which typically resets semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. The following table shows a comparison of the interest rate base for our outstanding debt investments, at principal, and our outstanding borrowings as of December 31, 2022 and September 30, 2022:


	December 31, 2022				September 30, 2022
($ in thousands)	Debt Investments		Borrowings		Debt Investments		Borrowings
LIBOR 30 day	$	157,153	$	—	$	137,460	$	—
90 day		126,736		—		85,546		—
180 day		—		—		7,592		—
EURIBOR 30 day		4,100		—		—		—
90 day		19,472		—		—		—
180 day		10,940		—		—		—
SOFR 30 day		120,049		170,000		48,591		75,000
90 day		177,601		—		103,206		—
180 day		17,608		—		16,177		—
Fixed rate		73,414		—		59,856		—

Total	$	707,073	$	170,000	$	458,428	$	75,000

Item 4.

Controls and Procedures

As of the end of the period covered by this report, management, with the participation of the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on the evaluation of our disclosure controls and procedures as of December 31, 2022, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, in timely identifying, recording, processing, summarizing and reporting any material information relating to us that is required to be disclosed in the reports we file or submit under the Exchange Act.

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1.

Legal Proceedings

We are currently not a party to any pending material legal proceedings.

Item 1A.

Risk Factors

Except as set forth below, there have been no material changes to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended September 30, 2022.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of our equity securities during the three months ended December 31, 2022.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:


Exhibit		Description

10.1		Second Amended and Restated Distribution Manager Agreement between the Company and the Distribution Manager, dated as of December 9, 2022 (incorporated by reference to Exhibit (h)(1) to Post-Effective Amendment No. 2 to the Company’s Registration Statement on Form N-2 (File No. 333-261775), filed January 26, 2023).

10.2		Incremental Commitment and Assumption Agreement, dated as of October 6, 2022, among the Company, the subsidiary guarantor party thereto, ING Capital LLC, as administrative agent and issuing bank, Apple Bank For Savings (incorporated by reference to Exhibit 10.14 of the Company’s Annual Report on Form 10-K, filed December 12, 2022).

31.1		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.*

31.2		Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

32.1		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2		Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


OAKTREE STRATEGIC CREDIT FUND

By:		/s/ Armen Panossian
		Armen Panossian
		Chairman, Chief Executive Officer and Chief Investment Officer

By:		/s/ Christopher McKown
		Christopher McKown
		Chief Financial Officer and Treasurer

Date: February 8, 2023

Oaktree Strategic Credit Fund 424B3Prospectus supplement