| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 21, 2023 (the “
Effective Date
”), OSCF Lending V SPV, LLC (“
OSCF Lending V SPV
”), a wholly owned subsidiary of Oaktree Strategic Credit Fund (the “
Company
”), entered into a loan and servicing agreement (the “
Loan and Servicing Agreement
”), among OSCF Lending V SPV, as borrower, the Company, as transferor and servicer, Computershare Trust Company, N.A., as securities intermediary, collateral custodian, collateral agent and collateral administrator, the lenders party thereto, and Canadian Imperial Bank of Commerce (“
CIBC
”), as administrative agent (the “
Administrative Agent
”), pursuant to which CIBC has agreed to extend credit to OSCF Lending V SPV in an aggregate principal amount up to $150 million (the “
Maximum Commitment
”) at any one time outstanding.
The Loan and Servicing Agreement provides for a senior secured revolving credit facility that has a
two-year
reinvestment period (the “
Availability Period
”) and a stated maturity date that is two years after the Effective Date. Subject to certain conditions, including consent of the lenders and the Administrative Agent, during the Availability Period, OSCF Lending V SPV may propose up to four increases in the Maximum Commitment up to an amount not to exceed $500 million in the aggregate.
Borrowings under the Loan and Servicing Agreement shall be denominated in U.S.
Dollars
and bear interest at a rate per annum equal to, at the request of the Borrower, either (1) the secured overnight
financing
rate (“SOFR”), plus 1.95% or (2) the base rate (which is the greatest of the (a) prime rate, (b) federal funds effective rate plus 1/2 of 1%, (c) zero (0%) and (d) one month SOFR plus 1%) plus 0.95%. The applicable spread otherwise in effect shall be increased by 2% per annum after the stated maturity date or when an event of default has occurred and is continuing. The Company is required to pay a
non-usage
fee of 0.50% on undrawn borrowings beginning six months after the Effective Date.
The obligations of OSCF Lending V SPV under the Loan and Security Agreement are secured by all of the assets held by OSCF Lending V SPV, including loans it has made or acquired (the “
Loans
”). Under the Loan and Servicing Agreement, OSCF Lending V SPV, as borrower, and the Company, as servicer, have made representations and warranties regarding the Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of the Loans, reporting requirements and other customary requirements for similar revolving funding facilities.
The Loan and Servicing Agreement contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, the Administrative Agent may terminate the commitments and declare the outstanding borrowings and all other obligations under the Loan and Servicing Agreement immediately due and payable.
Borrowings under the Loan and Servicing Agreement are subject to various covenants under the Agreements as well as the asset coverage requirement contained in the Investment Company Act of 1940, as amended.
The description above is only a summary of the material provisions of the Loan and Servicing Agreement and is qualified in its entirety by reference to the Loan and Servicing Agreement, which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 is hereby incorporated by reference to this Item 2.03.
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