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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
(Mark One)
| | | | | | | | | | | |
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) |
| | OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended December 31, 2024
OR
| | | | | | | | | | | |
| ¨ | 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 (State or jurisdiction of incorporation or organization) | | 87-6827742 (I.R.S. Employer Identification No.) |
| | |
333 South Grand Avenue, 28th Floor Los Angeles, CA (Address of principal executive office) | | 90071 (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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x 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 x 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):
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Large accelerated filer o | | Accelerated filer o | | Non-accelerated filer x | | Smaller reporting company o |
| | | | | | |
Emerging growth company x | | |
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 x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ¨ No x
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 | N/A | 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 10, 2025* |
Class I shares of beneficial interest, $0.01 par value | | 100,336,181 |
Class S shares of beneficial interest, $0.01 par value | | 49,244,218 |
Class D shares of beneficial interest, $0.01 par value | | 113,127 |
Class T shares of beneficial interest, $0.01 par value | | — |
* Common shares outstanding exclude February 1, 2025 subscriptions because the issuance price is not yet finalized as of the date hereof.
As of December 31, 2024, there was no established public market for the registrant’s common shares of beneficial interest.
OAKTREE STRATEGIC CREDIT FUND
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
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| PART I | |
Item 1. | | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
| PART II | |
Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
Item 5. | | |
Item 6. | | |
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PART I
Item 1. Financial Statements and Supplementary Data
Oaktree Strategic Credit Fund
Consolidated Statements of Assets and Liabilities
(in thousands, except per share amounts)
| | | | | | | | | | | | | | |
| | December 31, 2024 (unaudited) | | September 30, 2024 |
ASSETS | | |
Assets: | | | | |
Investments – Non-control/Non-affiliate, at fair value (cost December 31, 2024: $5,005,474; cost September 30, 2024: $4,530,412) | | $ | 5,023,732 | | | $ | 4,576,233 | |
Cash and cash equivalents | | 334,753 | | | 480,836 | |
Restricted cash | | 54,669 | | | 43,328 | |
Interest receivable | | 37,413 | | | 34,549 | |
Due from broker | | 3,680 | | | — | |
Receivables from unsettled transactions | | 97,273 | | | 45,731 | |
Deferred financing costs | | 18,726 | | | 20,150 | |
Deferred offering costs | | 1,386 | | | 554 | |
Derivative assets at fair value | | 21,420 | | | 21,546 | |
Other assets | | 289 | | | 439 | |
Total assets | | $ | 5,593,341 | | | $ | 5,223,366 | |
LIABILITIES AND NET ASSETS | | |
Liabilities: | | | | |
Accounts payable, accrued expenses and other liabilities | | $ | 2,788 | | | $ | 2,886 | |
Dividends payable | | 28,389 | | | 26,238 | |
Base management fee and incentive fee payable | | 18,217 | | | 17,395 | |
Payable for share repurchases | | 20,910 | | | 14,635 | |
Due to broker | | — | | | 4,040 | |
Due to affiliates | | 3,513 | | | 3,727 | |
Interest payable | | 26,350 | | | 26,370 | |
Payables from unsettled transactions | | 30,367 | | | 97,396 | |
Director fees payable | | — | | | 116 | |
Derivative liabilities at fair value | | 4,117 | | | 11,927 | |
Deferred tax liability | | 53 | | | 8 | |
Credit facilities payable | | 1,310,000 | | | 1,095,000 | |
Unsecured notes payable (net of $8,080 and $8,526 of unamortized financing costs as of December 31, 2024 and September 30, 2024, respectively) | | 736,321 | | | 759,288 | |
Total liabilities | | 2,181,025 | | | 2,059,026 | |
Commitments and contingencies (Note 12) | | | | |
Net assets: | | | | |
Common shares, $0.01 par value per share; unlimited shares authorized, 145,073 and 134,288 shares issued and outstanding as of December 31, 2024 and September 30, 2024, respectively | | 1,451 | | | 1,343 | |
Additional paid-in-capital | | 3,424,746 | | | 3,170,746 | |
Accumulated distributable earnings (loss) | | (13,881) | | | (7,749) | |
Total net assets (equivalent to $23.52 and $23.56 per common share as of December 31, 2024 and September 30, 2024, respectively) (Note 10) | | 3,412,316 | | | 3,164,340 | |
Total liabilities and net assets | | $ | 5,593,341 | | | $ | 5,223,366 | |
See notes to Consolidated Financial Statements.
Oaktree Strategic Credit Fund
Consolidated Statements of Assets and Liabilities
(in thousands, except per share amounts)
| | | | | | | | | | | | | | |
NET ASSET VALUE PER SHARE | | December 31, 2024 (unaudited) | | September 30, 2024 |
Class I Shares: | | | | |
Net assets | | $ | 2,286,444 | | | $ | 2,118,000 | |
Common shares outstanding ($0.01 par value, unlimited shares authorized) | | 97,207 | | | 89,884 | |
Net asset value per share | | $ | 23.52 | | | $ | 23.56 | |
Class S Shares: | | | | |
Net assets | | $ | 1,123,357 | | | $ | 1,044,424 | |
Common shares outstanding ($0.01 par value, unlimited shares authorized) | | 47,759 | | | 44,323 | |
Net asset value per share | | $ | 23.52 | | | $ | 23.56 | |
Class D Shares: | | | | |
Net assets | | $ | 2,515 | | | $ | 1,916 | |
Common shares outstanding ($0.01 par value, unlimited shares authorized) | | 107 | | | 81 | |
Net asset value per share | | $ | 23.52 | | | $ | 23.56 | |
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, 2024 | | Three months ended December 31, 2023 |
Interest income: | | | |
Non-control/Non-affiliate investments | $ | 134,062 | | | $ | 67,737 | |
Interest on cash and cash equivalents | 3,933 | | | 2,835 | |
Total interest income | 137,995 | | | 70,572 | |
PIK interest income: | | | |
Non-control/Non-affiliate investments | 2,695 | | | 621 | |
Total PIK interest income | 2,695 | | | 621 | |
Fee income: | | | |
Non-control/Non-affiliate investments | 946 | | | 401 | |
Total fee income | 946 | | | 401 | |
Total investment income | 141,636 | | | 71,594 | |
Expenses: | | | |
Base management fee | 10,462 | | | 5,756 | |
Investment income incentive fee | 10,749 | | | 5,754 | |
Capital gains incentive fee | 572 | | | 2,141 | |
Professional fees | 1,041 | | | 835 | |
Class S and Class D distribution and shareholder servicing fees | 2,352 | | | 1,281 | |
Board of trustees fees | 116 | | | 91 | |
Organization expenses | 1 | | | — | |
Amortization of continuous offering costs | 367 | | | 222 | |
Interest expense | 42,420 | | | 17,740 | |
Administrator expense | 248 | | | 302 | |
General and administrative expenses | 838 | | | 624 | |
Total expenses | 69,166 | | | 34,746 | |
Expense reimbursements (support) (Note 9) | — | | | 1,045 | |
Net expenses | 69,166 | | | 35,791 | |
Net investment income before taxes | 72,470 | | | 35,803 | |
(Provision) benefit for taxes on net investment income | (265) | | | — | |
Net investment income | 72,205 | | | 35,803 | |
Unrealized appreciation (depreciation): | | | |
Non-control/Non-affiliate investments | (30,340) | | | 21,777 | |
Foreign currency forward contracts | 31,303 | | | (4,858) | |
Net unrealized appreciation (depreciation) | 963 | | | 16,919 | |
Realized gains (losses): | | | |
Non-control/Non-affiliate investments | 4,045 | | | (1,078) | |
Foreign currency forward contracts | (368) | | | 1,531 | |
Net realized gains (losses) | 3,677 | | | 453 | |
Provision for income tax (expense) benefit | (65) | | | (241) | |
Net realized and unrealized gains (losses), net of taxes | 4,575 | | | 17,131 | |
Net increase (decrease) in net assets resulting from operations | $ | 76,780 | | | $ | 52,934 | |
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, 2024 | | Three months ended December 31, 2023 |
Operations: | | | |
Net investment income | $ | 72,205 | | | $ | 35,803 | |
Net unrealized appreciation (depreciation) | 963 | | | 16,919 | |
Net realized gains (losses) | 3,677 | | | 453 | |
Provision for income tax (expense) benefit | (65) | | | (241) | |
Net increase (decrease) in net assets resulting from operations | 76,780 | | | 52,934 | |
Distributions to common shareholders: | | | |
Class I | (56,990) | | | (32,392) | |
Class S | (25,863) | | | (14,475) | |
Class D | (59) | | | (9) | |
Net decrease in net assets resulting from distributions | (82,912) | | | (46,876) | |
Share transactions: | | | |
Class I: | | | |
Issuance of Common shares in public offering | 173,985 | | | 309,178 | |
Share transfers between classes | 1,056 | | | — | |
Issuance of Common shares under distribution reinvestment plan | 10,465 | | | 5,139 | |
Repurchased shares, net of early repurchase deduction | (12,962) | | | (8,729) | |
Net increase from share transactions | 172,544 | | | 305,588 | |
Class S: | | | |
Issuance of Common shares in public offering | 76,853 | | | 159,230 | |
Share transfers between classes | (1,056) | | | — | |
Issuance of Common shares under distribution reinvestment plan | 13,033 | | | 6,506 | |
Repurchased shares, net of early repurchase deduction | (7,870) | | | (1,797) | |
Net increase from share transactions | 80,960 | | | 163,939 | |
Class D: | | | |
Issuance of Common shares in public offering | 655 | | | 379 | |
Issuance of Common shares under distribution reinvestment plan | 26 | | | 2 | |
Repurchased shares, net of early repurchase deduction | (77) | | | — | |
Net increase from share transactions | 604 | | | 381 | |
Total increase (decrease) in net assets | 247,976 | | | 475,966 | |
Net assets at beginning of period | 3,164,340 | | | 1,529,205 | |
Net assets at end of period | $ | 3,412,316 | | | $ | 2,005,171 | |
Net asset value per common share | $ | 23.52 | | | $ | 23.62 | |
Common shares outstanding at end of period | 145,073 | | | 84,898 | |
See notes to Consolidated Financial Statements.
Oaktree Strategic Credit Fund
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| | | | | | | | | | | |
| Three months ended December 31, 2024 | | Three months ended December 31, 2023 |
Operating activities: | | | |
Net increase (decrease) in net assets resulting from operations | $ | 76,780 | | | $ | 52,934 | |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities: | | | |
Net unrealized (appreciation) depreciation | (963) | | | (16,919) | |
Net realized (gains) losses | (3,677) | | | (453) | |
PIK interest income | (2,695) | | | (621) | |
Accretion of original issue discount on investments | (11,092) | | | (4,944) | |
Accretion of original issue discount on unsecured notes payable | 207 | | | 45 | |
Amortization of deferred financing costs | 1,926 | | | 933 | |
Amortization of deferred offering costs | 367 | | | 222 | |
Deferred taxes | 45 | | | — | |
Purchases of investments | (942,180) | | | (988,824) | |
Proceeds from the sales and repayments of investments | 483,080 | | | 86,390 | |
Changes in operating assets and liabilities: | | | |
(Increase) decrease in due from affiliates | — | | | 861 | |
(Increase) decrease in interest receivable | (2,865) | | | (8,706) | |
(Increase) decrease in receivables from unsettled transactions | (51,542) | | | (19,371) | |
(Increase) decrease in due from broker | (3,680) | | | (2,360) | |
(Increase) decrease in other assets | 150 | | | 156 | |
Increase (decrease) in accounts payable, accrued expenses and other liabilities | (363) | | | (361) | |
Increase (decrease) in base management fee and incentive fees payable | 822 | | | 2,720 | |
Increase (decrease) in due to broker | (4,040) | | | — | |
Increase (decrease) in due to affiliates | (334) | | | (6,093) | |
Increase (decrease) in interest payable | (20) | | | 5,648 | |
Increase (decrease) in payables from unsettled transactions | (67,029) | | | (51,494) | |
Increase (decrease) in director fees payable | (116) | | | — | |
Net cash used in operating activities | (527,219) | | | (950,237) | |
Financing activities: | | | |
Distributions paid in cash | (57,237) | | | (31,504) | |
Borrowings under credit facilities | 345,000 | | | 125,000 | |
Repayments of borrowings under credit facilities | (130,000) | | | — | |
Issuance of unsecured notes | — | | | 348,236 | |
Proceeds from issuance of common shares | 251,493 | | | 468,787 | |
Deferred financing costs paid | (92) | | | (4,248) | |
Deferred offering costs paid | (814) | | | (175) | |
Share repurchases paid | (14,635) | | | (5,336) | |
Net cash provided by financing activities | 393,715 | | | 900,760 | |
Effect of exchange rate changes on foreign currency | (1,238) | | | (342) | |
Net increase (decrease) in cash and cash equivalents and restricted cash | (134,742) | | | (49,819) | |
Cash and cash equivalents and restricted cash, beginning of period | 524,164 | | | 151,136 | |
Cash and cash equivalents and restricted cash, end of period | $ | 389,422 | | | $ | 101,317 | |
Supplemental information: | | | |
Cash paid for interest | $ | 40,307 | | | $ | 11,113 | |
Non-cash financing activities: | | | |
Deferred financing costs incurred | $ | — | | | $ | 939 | |
Deferred offering costs incurred | 384 | | | 84 | |
Distribution payable | 28,389 | | | 15,750 | |
Reinvestment of dividends during the period | 23,524 | | | 11,647 | |
Shares repurchases accrued but not yet paid | 20,910 | | | 10,526 | |
Reconciliation to the Statements of Assets and Liabilities | December 31, 2024 | | September 30, 2024 |
Cash and cash equivalents | $ | 334,753 | | | $ | 480,836 | |
Restricted cash | 54,669 | | | 43,328 | |
Total cash and cash equivalents and restricted cash | $ | 389,422 | | | $ | 524,164 | |
See notes to Consolidated Financial Statements.
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
December 31, 2024
(dollar amounts in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Non-Control/Non-Affiliate Investments | | | | | | | | | | | | (7) |
107 Fair Street LLC | Real Estate Development | First Lien Term Loan | | | 13.00% | | 4/17/2025 | | $ | 2,475 | | $ | 2,469 | | $ | 2,431 | | (8)(9)(11) |
107-109 Beech OAK22 LLC | Real Estate Development | First Lien Revolver | | | 11.00% | | 2/27/2026 | | 19,667 | | 19,474 | | 19,531 | | (8)(9) |
112-126 Van Houten Real22 LLC | Real Estate Development | First Lien Term Loan | | | 13.00% | | 2/18/2025 | | 4,440 | | 4,436 | | 4,401 | | (8)(9)(11) |
1440 Foods Topco, LLC | Packaged Foods & Meats | First Lien Term Loan | SOFR+ | 5.00% | 9.36% | | 11/3/2031 | | 62,388 | | 58,973 | | 59,814 | | (5) |
37 Capital CLO 4 | Multi-Sector Holdings | CLO Notes | SOFR+ | 5.50% | 10.16% | | 1/15/2034 | | 5,000 | | 5,000 | | 5,038 | | (5)(10) |
AB BSL CLO 4 | Multi-Sector Holdings | CLO Notes | SOFR+ | 5.50% | 10.12% | | 4/20/2036 | | 3,800 | | 3,800 | | 3,864 | | (5)(10) |
Access CIG, LLC | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.00% | 9.59% | | 8/18/2028 | | 39,028 | | 38,565 | | 39,457 | | (5) |
Accession Risk Management Group, Inc. | Insurance Brokers | First Lien Term Loan | SOFR+ | 4.75% | | | 11/1/2029 | | — | | (103) | | 66 | | (5)(8)(9) |
Accession Risk Management Group, Inc. | Insurance Brokers | First Lien Term Loan | SOFR+ | 4.75% | 9.34% | | 11/1/2029 | | 3,939 | | 3,939 | | 3,951 | | (5)(8) |
Accession Risk Management Group, Inc. | Insurance Brokers | First Lien Revolver | SOFR+ | 4.75% | | | 10/30/2029 | | — | | (13) | | 9 | | (5)(8)(9) |
ACESO Holding 4 S.A.R.L. | Health Care Services | First Lien Term Loan | E+ | 5.75% | | | 9/27/2031 | | € | — | | (92) | | (82) | | (5)(8)(9)(10) |
ACESO Holding 4 S.A.R.L. | Health Care Services | First Lien Term Loan | E+ | 5.75% | 8.91% | | 9/27/2031 | | 37,980 | | 37,249 | | 34,590 | | (5)(8)(10) |
ACP Falcon Buyer Inc | Systems Software | First Lien Term Loan | SOFR+ | 5.50% | 10.09% | | 8/1/2029 | | $ | 34,320 | | 33,534 | | 34,320 | | (5)(8) |
ACP Falcon Buyer Inc | Systems Software | First Lien Revolver | SOFR+ | 5.50% | | | 8/1/2029 | | — | | (122) | | — | | (5)(8)(9) |
Acquia Inc. | Application Software | First Lien Term Loan | SOFR+ | 7.00% | 11.73% | | 10/31/2025 | | 11,166 | | 11,064 | | 11,166 | | (5)(8) |
ADC Therapeutics SA | Biotechnology | First Lien Term Loan | SOFR+ | 7.50% | 11.98% | | 8/15/2029 | | 10,406 | | 10,053 | | 10,146 | | (5)(8)(10) |
ADC Therapeutics SA | Biotechnology | Warrants | | | | | | 45,727 | | | 275 | | 23 | | (8)(10) |
AIMCO CLO 12 | Multi-Sector Holdings | CLO Notes | SOFR+ | 6.10% | 10.75% | | 1/17/2032 | | 1,400 | | 1,392 | | 1,406 | | (5)(10) |
AIP RD Buyer Corp. | Distributors | Common Stock | | | | | | 4,560 | | | 428 | | 573 | | (8) |
Allegro CLO XII | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.40% | 12.68% | | 7/21/2037 | | 4,400 | | 4,400 | | 4,492 | | (5)(10) |
Alto Pharmacy Holdings, Inc. | Health Care Technology | First Lien Term Loan | | | 5.50% | 5.50% | 10/14/2027 | | 12,609 | | 11,992 | | 10,686 | | (8) |
Alto Pharmacy Holdings, Inc. | Health Care Technology | Preferred Equity | | | | | | 899,513 | | | 949 | | 900 | | (8) |
Alto Pharmacy Holdings, Inc. | Health Care Technology | Warrants | | | | | | 878,545 | | | 943 | | 624 | | (8) |
American Auto Auction Group, LLC | Diversified Support Services | Second Lien Term Loan | SOFR+ | 8.75% | 13.23% | | 1/2/2029 | | 6,901 | | 6,821 | | 6,832 | | (5)(8) |
Anchorage Capital CLO 16, LTD | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.61% | 12.23% | | 1/19/2035 | | 2,000 | | 1,949 | | 2,008 | | (5)(10) |
Arches Buyer Inc. | Interactive Media & Services | First Lien Term Loan | SOFR+ | 5.50% | 9.86% | | 12/6/2027 | | 93,496 | | 92,454 | | 93,496 | | (5)(8) |
Ardonagh Midco 3 PLC | Insurance Brokers | First Lien Term Loan | SOFR+ | 4.75% | 9.90% | | 2/17/2031 | | 57,299 | | 56,439 | | 56,783 | | (5)(8)(10) |
Ares LXVIII CLO | Multi-Sector Holdings | CLO Notes | SOFR+ | 5.75% | 10.38% | | 4/25/2035 | | 5,000 | | 5,000 | | 5,087 | | (5)(10) |
Ares XLIV CLO | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.13% | 11.79% | | 4/15/2034 | | 3,500 | | 3,399 | | 3,509 | | (5)(10) |
Artera Services, LLC | Construction & Engineering | First Lien Term Loan | SOFR+ | 4.50% | 8.83% | | 2/15/2031 | | 47,363 | | 46,979 | | 47,031 | | (5) |
Artera Services, LLC | Construction & Engineering | Fixed Rate Bond | | | 8.50% | | 2/15/2031 | | 12,660 | | 12,660 | | 12,216 | | |
ASP-R-PAC Acquisition Co LLC | Paper & Plastic Packaging Products & Materials | First Lien Term Loan | SOFR+ | 6.00% | 10.51% | | 12/29/2027 | | 993 | | 983 | | 965 | | (5)(8)(10) |
ASP-R-PAC Acquisition Co LLC | Paper & Plastic Packaging Products & Materials | First Lien Term Loan | SOFR+ | 6.00% | 10.85% | | 12/29/2027 | | 4,800 | | 4,752 | | 4,666 | | (5)(8)(10) |
ASP-R-PAC Acquisition Co LLC | Paper & Plastic Packaging Products & Materials | First Lien Revolver | SOFR+ | 6.00% | 10.47% | | 12/29/2027 | | 118 | | 112 | | 101 | | (5)(8)(9)(10) |
Astra Acquisition Corp. | Application Software | First Lien Term Loan | SOFR+ | 6.75% | 11.08% | | 2/25/2028 | | 5,231 | | 5,175 | | 3,923 | | (5)(8) |
Astra Acquisition Corp. | Application Software | First Lien Term Loan | SOFR+ | 5.25% | | | 10/25/2028 | | 8,316 | | 6,305 | | 1,663 | | (5)(8)(12) |
Asurion, LLC | Property & Casualty Insurance | First Lien Term Loan | SOFR+ | 4.00% | 8.46% | | 8/19/2028 | | 10,572 | | 10,506 | | 10,558 | | (5) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
December 31, 2024
(dollar amounts in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Asurion, LLC | Property & Casualty Insurance | First Lien Term Loan | SOFR+ | 4.25% | 8.71% | | 8/19/2028 | | $ | 23,953 | | $ | 23,348 | | $ | 24,004 | | (5) |
athenahealth Group Inc. | Health Care Technology | First Lien Term Loan | SOFR+ | 3.25% | | | 2/15/2029 | | — | | — | | — | | (5) |
athenahealth Group Inc. | Health Care Technology | Fixed Rate Bond | | | 6.50% | | 2/15/2030 | | 22,979 | | 20,777 | | 21,861 | | |
athenahealth Group Inc. | Health Care Technology | Preferred Equity | | | | | | 5,809 | | | 5,693 | | 6,947 | | (8) |
Aurelia Netherlands Midco 2 B.V. | Interactive Media & Services | First Lien Term Loan | E+ | 5.75% | 8.93% | | 5/29/2031 | | € | 52,991 | | 52,021 | | 50,111 | | (5)(8)(10) |
Avalara, Inc. | Application Software | First Lien Term Loan | SOFR+ | 6.25% | 10.58% | | 10/19/2028 | | $ | 19,029 | | 18,728 | | 19,029 | | (5)(8) |
Avalara, Inc. | Application Software | First Lien Revolver | SOFR+ | 6.25% | | | 10/19/2028 | | — | | (30) | | — | | (5)(8)(9) |
AVSC Holding Corp. | Specialized Consumer Services | First Lien Term Loan | SOFR+ | 5.00% | 9.36% | | 12/5/2031 | | 121,929 | | 119,517 | | 119,540 | | (5)(8) |
AVSC Holding Corp. | Specialized Consumer Services | First Lien Revolver | SOFR+ | 5.00% | | | 12/5/2029 | | — | | (257) | | (253) | | (5)(8)(9) |
Bain Capital Credit CLO 2022-3 | Multi-Sector Holdings | CLO Notes | SOFR+ | 3.70% | 8.35% | | 7/17/2035 | | 3,500 | | 3,376 | | 3,515 | | (5)(10) |
Bain Capital Credit CLO, Limited | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.54% | 12.16% | | 4/20/2034 | | 1,750 | | 1,733 | | 1,764 | | (5)(10) |
Bain Capital Euro CLO 2021-2 | Multi-Sector Holdings | CLO Notes | E+ | 3.40% | 6.62% | | 7/17/2034 | | € | 1,307 | | 1,251 | | 1,248 | | (5)(10) |
Ballyrock CLO 19 | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.11% | 11.73% | | 4/20/2035 | | $ | 2,220 | | 2,223 | | 2,230 | | (5)(10) |
Bamboo US Bidco LLC | Health Care Equipment | First Lien Term Loan | SOFR+ | 5.25% | 9.77% | | 9/30/2030 | | 25,574 | | 24,966 | | 25,318 | | (5)(8) |
Bamboo US Bidco LLC | Health Care Equipment | First Lien Term Loan | E+ | 5.25% | 8.25% | | 9/30/2030 | | € | 16,859 | | 16,458 | | 16,312 | | (5)(8) |
Bamboo US Bidco LLC | Health Care Equipment | First Lien Term Loan | SOFR+ | 5.25% | 9.77% | | 9/30/2030 | | $ | 2,304 | | 2,251 | | 2,265 | | (5)(8)(9) |
Bamboo US Bidco LLC | Health Care Equipment | First Lien Term Loan | SOFR+ | 5.25% | | | 9/30/2030 | | — | | (16) | | (33) | | (5)(8)(9) |
Bamboo US Bidco LLC | Health Care Equipment | First Lien Term Loan | SOFR+ | 5.25% | | | 9/30/2030 | | — | | — | | (33) | | (5)(8)(9) |
Bamboo US Bidco LLC | Health Care Equipment | First Lien Revolver | SOFR+ | 5.25% | | | 9/30/2030 | | — | | (124) | | (52) | | (5)(8)(9) |
BioXcel Therapeutics, Inc. | Pharmaceuticals | First Lien Term Loan | | | 3.00% | 10.00% | 4/19/2027 | | — | | — | | — | | (8)(9)(10) |
BioXcel Therapeutics, Inc. | Pharmaceuticals | First Lien Term Loan | | | 3.00% | 10.00% | 4/19/2027 | | — | | — | | — | | (8)(9)(10) |
BioXcel Therapeutics, Inc. | Pharmaceuticals | First Lien Term Loan | | | 3.00% | 10.00% | 4/19/2027 | | — | | — | | — | | (8)(9)(10) |
BioXcel Therapeutics, Inc. | Pharmaceuticals | First Lien Term Loan | | | 3.00% | 10.00% | 4/19/2027 | | 3,373 | | 3,312 | | 2,918 | | (8)(10) |
BioXcel Therapeutics, Inc. | Pharmaceuticals | First Lien Term Loan | | | 3.00% | 10.00% | 4/19/2027 | | 1,398 | | 1,397 | | 1,210 | | (8)(10) |
BioXcel Therapeutics, Inc. | Pharmaceuticals | Warrants | | | | | | 223,550 | | | — | | 81 | | (10) |
BioXcel Therapeutics, Inc. | Pharmaceuticals | Warrants | | | | | | 15,566 | | | 74 | | 5 | | (8)(10) |
BioXcel Therapeutics, Inc. | Pharmaceuticals | Warrants | | | | | | 4,471 | | | — | | 1 | | (8)(10) |
Biscuit Parent, LLC | Application Software | First Lien Term Loan | SOFR+ | 4.75% | | | 2/27/2031 | | — | | (80) | | (165) | | (5)(8)(9) |
Biscuit Parent, LLC | Application Software | First Lien Term Loan | SOFR+ | 4.75% | 9.08% | | 2/27/2031 | | 32,949 | | 32,631 | | 32,719 | | (5)(8) |
Biscuit Parent, LLC | Application Software | First Lien Term Loan | SOFR+ | 4.75% | 9.08% | | 2/27/2031 | | 49,750 | | 49,004 | | 49,402 | | (5)(8) |
Biscuit Parent, LLC | Application Software | First Lien Revolver | SOFR+ | 4.75% | | | 2/27/2031 | | — | | (225) | | (105) | | (5)(8)(9) |
Blackhawk Network Holdings, Inc. | Data Processing & Outsourced Services | First Lien Term Loan | SOFR+ | 5.00% | 9.36% | | 3/12/2029 | | 56,758 | | 55,746 | | 57,528 | | (5) |
BMC Software Inc | Systems Software | First Lien Term Loan | SOFR+ | 3.75% | 8.34% | | 7/30/2031 | | 30,000 | | 29,925 | | 30,285 | | (5) |
Canyon CLO 2020-3 | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.15% | 11.81% | | 10/15/2037 | | 5,490 | | 5,490 | | 5,631 | | (5)(10) |
Carlyle Euro CLO 2021-2 | Multi-Sector Holdings | CLO Notes | E+ | 3.30% | 6.48% | | 10/15/2035 | | € | 1,510 | | 1,383 | | 1,453 | | (5)(10) |
CBAM 2017-2, LTD. | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.36% | 12.01% | | 7/17/2034 | | $ | 488 | | 458 | | 472 | | (5)(10) |
CD&R Firefly Bidco Limited | Other Specialty Retail | First Lien Term Loan | SONIA+ | 5.50% | 10.20% | | 6/21/2028 | | £ | 33,265 | | 32,586 | | 33,419 | | (5)(10) |
CD&R Firefly Bidco Limited | Other Specialty Retail | First Lien Term Loan | SONIA+ | 5.25% | 10.20% | | 4/29/2029 | | 23,239 | | 22,939 | | 23,028 | | (5)(10) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
December 31, 2024
(dollar amounts in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Centralsquare Technologies, LLC | Application Software | First Lien Term Loan | SOFR+ | 6.25% | 7.25% | 3.38% | 4/12/2030 | | $ | 30,371 | | 29,719 | | 30,219 | | (5)(8) |
Centralsquare Technologies, LLC | Application Software | First Lien Revolver | SOFR+ | 5.75% | | | 4/12/2030 | | — | | (74) | | (17) | | (5)(8)(9) |
CIFC European Funding VI | Multi-Sector Holdings | CLO Notes | E+ | 5.96% | 9.38% | | 10/15/2037 | | € | 2,733 | | 2,726 | | 2,588 | | (5)(10) |
Cloud Software Group, Inc. | Application Software | First Lien Term Loan | SOFR+ | 3.75% | 8.08% | | 3/21/2031 | | $ | 20,000 | | $ | 19,854 | | $ | 20,089 | | (5) |
Cloud Software Group, Inc. | Application Software | Fixed Rate Bond | | | 6.50% | | 3/31/2029 | | 8,874 | | 8,176 | | 8,721 | | |
Colony Holding Corporation | Distributors | First Lien Term Loan | SOFR+ | 6.50% | 11.11% | | 5/13/2026 | | 3,890 | | 3,856 | | 3,848 | | (5)(8) |
Colony Holding Corporation | Distributors | First Lien Term Loan | SOFR+ | 6.50% | 11.19% | | 5/13/2026 | | 11,965 | | 11,815 | | 11,832 | | (5)(8) |
Condor Merger Sub Inc. | Systems Software | Fixed Rate Bond | | | 7.38% | | 2/15/2030 | | 32,277 | | 30,136 | | 31,389 | | |
CoreRx, Inc. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 7.50% | 11.83% | | 4/6/2029 | | 18,328 | | 17,937 | | 17,932 | | (5)(8) |
Coupa Holdings, LLC | Application Software | First Lien Term Loan | SOFR+ | 5.25% | | | 2/27/2030 | | — | | (15) | | — | | (5)(8)(9) |
Coupa Holdings, LLC | Application Software | First Lien Term Loan | SOFR+ | 5.25% | 9.84% | | 2/27/2030 | | 13,397 | | 13,149 | | 13,397 | | (5)(8) |
Coupa Holdings, LLC | Application Software | First Lien Revolver | SOFR+ | 5.25% | | | 2/27/2029 | | — | | (16) | | — | | (5)(8)(9) |
Creek Parent, Inc. | Life Sciences Tools & Services | First Lien Term Loan | SOFR+ | 5.25% | 9.63% | | 12/18/2031 | | 106,479 | | 104,626 | | 104,616 | | (5)(8) |
Creek Parent, Inc. | Life Sciences Tools & Services | First Lien Revolver | SOFR+ | 5.25% | | | 12/18/2031 | | — | | (266) | | (267) | | (5)(8)(9) |
Crewline Buyer, Inc. | Systems Software | First Lien Term Loan | SOFR+ | 6.75% | 11.11% | | 11/8/2030 | | 3,080 | | 3,005 | | 3,034 | | (5)(8) |
Crewline Buyer, Inc. | Systems Software | First Lien Term Loan | SOFR+ | 6.75% | 11.11% | | 11/8/2030 | | 43,911 | | 42,994 | | 43,252 | | (5)(8) |
Crewline Buyer, Inc. | Systems Software | First Lien Revolver | SOFR+ | 6.75% | | | 11/8/2030 | | — | | (96) | | (69) | | (5)(8)(9) |
CVAUSA Management, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 6.50% | | | 5/22/2029 | | — | | (154) | | — | | (5)(8)(9) |
CVAUSA Management, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 6.50% | | | 5/22/2029 | | — | | (100) | | — | | (5)(8)(9) |
CVAUSA Management, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 6.50% | 11.02% | | 5/22/2029 | | 21,596 | | 21,300 | | 21,596 | | (5)(8) |
CVAUSA Management, LLC | Health Care Services | First Lien Revolver | SOFR+ | 6.50% | | | 5/22/2029 | | — | | (56) | | — | | (5)(8)(9) |
CVC Cordatus Loan Fund XXXI | Multi-Sector Holdings | CLO Notes | E+ | 6.64% | 10.25% | | 6/15/2037 | | € | 5,357 | | 5,303 | | 5,225 | | (5)(10) |
Dealer Tire Financial, LLC | Distributors | Fixed Rate Bond | | | 8.00% | | 2/1/2028 | | $ | 31,354 | | 31,081 | | 30,833 | | |
Delta Leasing SPV II LLC | Specialized Finance | Subordinated Debt Term Loan | | | 3.00% | 7.00% | 8/31/2029 | | 27,573 | | 27,573 | | 27,573 | | (8)(10) |
Delta Leasing SPV II LLC | Specialized Finance | Subordinated Debt Term Loan | | | 8.00% | 3.00% | 8/31/2029 | | 38,591 | | 38,591 | | 38,591 | | (8)(10) |
Delta Leasing SPV II LLC | Specialized Finance | Preferred Equity | | | | | | 330 | | | 330 | | 430 | | (8)(10) |
Delta Leasing SPV II LLC | Specialized Finance | Warrants | | | | | | 25 | | | — | | — | | (8)(10) |
Delta Leasing SPV II LLC | Specialized Finance | Common Stock | | | | | | 2 | | | 2 | | 2 | | (8)(10) |
DirecTV Financing, LLC | Cable & Satellite | First Lien Term Loan | SOFR+ | 5.00% | 9.85% | | 8/2/2027 | | 1,831 | | 1,817 | | 1,840 | | (5) |
DirecTV Financing, LLC | Cable & Satellite | First Lien Term Loan | SOFR+ | 5.25% | 10.10% | | 8/2/2029 | | 19,069 | | 18,644 | | 18,760 | | (5) |
DTI Holdco, Inc. | Research & Consulting Services | First Lien Term Loan | SOFR+ | 4.75% | 9.11% | | 4/26/2029 | | 37,810 | | 36,820 | | 38,164 | | (5) |
Dukes Root Control Inc. | Environmental & Facilities Services | First Lien Term Loan | SOFR+ | 6.50% | 11.27% | | 12/8/2028 | | 1,047 | | 1,033 | | 1,041 | | (5)(8) |
Dukes Root Control Inc. | Environmental & Facilities Services | First Lien Term Loan | SOFR+ | 6.50% | 11.16% | | 12/8/2028 | | 11,656 | | 11,484 | | 11,594 | | (5)(8) |
Dukes Root Control Inc. | Environmental & Facilities Services | First Lien Revolver | SOFR+ | 6.50% | 11.28% | | 12/8/2028 | | 551 | | 530 | | 546 | | (5)(8)(9) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
December 31, 2024
(dollar amounts in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Eagle Parent Corp. | Diversified Support Services | First Lien Term Loan | SOFR+ | 4.25% | 9.55% | | 4/2/2029 | | $ | 5,211 | | $ | 5,180 | | $ | 5,128 | | (5) |
Engineering Research And Consulting LLC | Construction & Engineering | First Lien Term Loan | SOFR+ | 5.00% | 9.51% | | 8/29/2031 | | 31,980 | | 31,466 | | 31,900 | | (5)(8) |
Entrata, Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.75% | 10.09% | | 7/10/2030 | | 45,147 | | 44,257 | | 45,147 | | (5)(8) |
Entrata, Inc. | Application Software | First Lien Revolver | SOFR+ | 5.75% | | | 7/10/2028 | | — | | (92) | | — | | (5)(8)(9) |
Enverus Holdings, Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.50% | | | 12/24/2029 | | — | | (34) | | — | | (5)(8)(9) |
Enverus Holdings, Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.50% | 9.86% | | 12/24/2029 | | 53,764 | | 53,095 | | 53,764 | | (5)(8) |
Enverus Holdings, Inc. | Application Software | First Lien Revolver | SOFR+ | 5.50% | 9.86% | | 12/24/2029 | | 123 | | 72 | | 123 | | (5)(8)(9) |
Establishment Labs Holdings Inc. | Health Care Technology | First Lien Term Loan | | | 9.00% | | 4/21/2027 | | 1,832 | | 1,816 | | 1,832 | | (8)(10) |
Establishment Labs Holdings Inc. | Health Care Technology | First Lien Term Loan | | | 10.00% | | 4/21/2027 | | 1,689 | | 1,656 | | 1,723 | | (8)(10) |
Establishment Labs Holdings Inc. | Health Care Technology | First Lien Term Loan | | | 10.00% | | 4/21/2027 | | — | | — | | — | | (8)(9)(10) |
Establishment Labs Holdings Inc. | Health Care Technology | First Lien Term Loan | | | 9.00% | | 4/21/2027 | | 11,437 | | 11,365 | | 11,437 | | (8)(10) |
Everbridge, Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.00% | 9.59% | | 7/2/2031 | | 7,739 | | 7,670 | | 7,654 | | (5)(8)(9) |
Everbridge, Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.00% | 9.59% | | 7/2/2031 | | 78,956 | | 78,561 | | 78,617 | | (5)(8) |
Everbridge, Inc. | Application Software | First Lien Revolver | SOFR+ | 5.00% | | | 7/2/2031 | | — | | (39) | | (34) | | (5)(8)(9) |
Evergreen IX Borrower 2023, LLC | Application Software | First Lien Term Loan | SOFR+ | 4.75% | 9.08% | | 9/30/2030 | | 9,075 | | 8,984 | | 9,075 | | (5)(8) |
Evergreen IX Borrower 2023, LLC | Application Software | First Lien Term Loan | SOFR+ | 4.75% | 9.08% | | 9/30/2030 | | 35,943 | | 35,206 | | 35,943 | | (5)(8) |
Evergreen IX Borrower 2023, LLC | Application Software | First Lien Revolver | SOFR+ | 4.75% | | | 10/1/2029 | | — | | (79) | | — | | (5)(8)(9) |
Eyesouth Eye Care Holdco LLC | Health Care Services | First Lien Term Loan | SOFR+ | 5.50% | 10.15% | | 10/5/2029 | | 3,199 | | 3,144 | | 3,151 | | (5)(8) |
Eyesouth Eye Care Holdco LLC | Health Care Services | First Lien Term Loan | SOFR+ | 5.50% | 10.00% | | 10/5/2029 | | 49 | | — | | (23) | | (5)(8)(9) |
Eyesouth Eye Care Holdco LLC | Health Care Services | Common Stock | | | | | | 885 | | | 885 | | 913 | | (8) |
Finastra USA, Inc. | Application Software | First Lien Term Loan | SOFR+ | 7.25% | 11.65% | | 9/13/2029 | | 43,404 | | 42,724 | | 43,044 | | (5)(8)(10) |
Finastra USA, Inc. | Application Software | First Lien Revolver | SOFR+ | 7.25% | 11.65% | | 9/13/2029 | | 2,822 | | 2,751 | | 2,784 | | (5)(8)(9)(10) |
Fortress Credit BSL XIX | Multi-Sector Holdings | CLO Notes | SOFR+ | 8.37% | 13.00% | | 7/24/2036 | | 6,750 | | 6,854 | | 6,938 | | (5)(10) |
Fortress Credit BSL XV | Multi-Sector Holdings | CLO Notes | SOFR+ | 4.75% | 9.38% | | 10/18/2033 | | 5,000 | | 5,000 | | 5,013 | | (5)(10) |
Fortress Credit BSL XX | Multi-Sector Holdings | CLO Notes | SOFR+ | 8.51% | 13.14% | | 1/23/2037 | | 5,250 | | 5,356 | | 5,436 | | (5)(10) |
Fortress Credit BSL XXV | Multi-Sector Holdings | CLO Notes | SOFR+ | 4.30% | 8.93% | | 7/24/2037 | | 2,250 | | 2,250 | | 2,297 | | (5)(10) |
Galileo Parent, Inc. | Aerospace & Defense | First Lien Term Loan | SOFR+ | 5.75% | 10.08% | | 5/3/2030 | | 83,616 | | 83,158 | | 83,616 | | (5)(8) |
Galileo Parent, Inc. | Aerospace & Defense | First Lien Revolver | SOFR+ | 5.75% | 10.08% | | 5/3/2029 | | 6,022 | | 5,995 | | 6,022 | | (5)(8)(9) |
Gallatin CLO X 2023-1 | Multi-Sector Holdings | CLO Notes | SOFR+ | 5.41% | 10.07% | | 10/14/2035 | | 5,000 | | 4,913 | | 5,075 | | (5)(10) |
Geo Topco Corporation | Building Products | First Lien Term Loan | SOFR+ | 4.75% | | | 10/15/2031 | | — | | (101) | | (98) | | (5)(8)(9) |
Geo Topco Corporation | Building Products | First Lien Term Loan | SOFR+ | 4.75% | 9.41% | | 10/15/2031 | | 56,177 | | 55,632 | | 55,649 | | (5)(8) |
Geo Topco Corporation | Building Products | First Lien Revolver | SOFR+ | 4.75% | 9.27% | | 10/15/2031 | | 2,601 | | 2,525 | | 2,528 | | (5)(8)(9) |
Global Aircraft Leasing Co Ltd | Trading Companies & Distributors | Fixed Rate Bond | | | 8.75% | | 9/1/2027 | | 50,841 | | 50,841 | | 51,916 | | (10) |
Greenway Health, LLC | Health Care Technology | First Lien Term Loan | SOFR+ | 6.75% | 11.08% | | 4/1/2029 | | 24,813 | | 24,214 | | 24,813 | | (5)(8) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
December 31, 2024
(dollar amounts in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Grove Hotel Parcel Owner, LLC | Hotels, Resorts & Cruise Lines | First Lien Term Loan | SOFR+ | 8.00% | 12.46% | | 6/21/2027 | | $ | 3,537 | | $ | 3,502 | | $ | 3,456 | | (5)(8) |
Grove Hotel Parcel Owner, LLC | Hotels, Resorts & Cruise Lines | First Lien Term Loan | SOFR+ | 8.00% | 12.46% | | 6/21/2027 | | 17,286 | | 17,115 | | 16,894 | | (5)(8) |
Grove Hotel Parcel Owner, LLC | Hotels, Resorts & Cruise Lines | First Lien Revolver | SOFR+ | 8.00% | 12.65% | | 6/21/2027 | | 707 | | 690 | | 667 | | (5)(8)(9) |
Harbor Purchaser Inc. | Education Services | First Lien Term Loan | SOFR+ | 5.25% | 9.71% | | 4/9/2029 | | 25,105 | | 24,658 | | 24,790 | | (5) |
Harrow, Inc. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 6.50% | 11.28% | | 1/19/2026 | | 4,301 | | 4,261 | | 4,366 | | (5)(8)(10) |
Harrow, Inc. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 6.50% | 10.97% | | 1/19/2026 | | 1,792 | | 1,773 | | 1,819 | | (5)(8)(10) |
Harrow, Inc. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 6.50% | 10.98% | | 1/19/2026 | | 9,319 | | 9,232 | | 9,459 | | (5)(8)(10) |
Henley CLO II | Multi-Sector Holdings | CLO Notes | E+ | 5.71% | 8.80% | | 1/25/2034 | | € | 3,495 | | 3,495 | | 3,330 | | (5)(10) |
Husky Injection Molding Systems Ltd. | Industrial Machinery & Supplies & Components | First Lien Term Loan | SOFR+ | 5.00% | 9.57% | | 2/15/2029 | | $ | 33,014 | | 32,664 | | 33,334 | | (5)(10) |
Husky Injection Molding Systems Ltd. | Industrial Machinery & Supplies & Components | Fixed Rate Bond | | | 9.00% | | 2/15/2029 | | 6,142 | | 6,142 | | 6,420 | | (10) |
IAMGOLD Corporation | Gold | Second Lien Term Loan | SOFR+ | 8.25% | 12.77% | | 5/16/2028 | | 28,394 | | 27,820 | | 29,581 | | (5)(8)(10) |
Icefall Parent, Inc. | Application Software | First Lien Term Loan | SOFR+ | 6.50% | 10.86% | | 1/25/2030 | | 27,948 | | 27,476 | | 27,948 | | (5)(8) |
Icefall Parent, Inc. | Application Software | First Lien Revolver | SOFR+ | 6.50% | | | 1/25/2030 | | — | | (45) | | — | | (5)(8)(9) |
iCIMs, Inc. | Application Software | First Lien Term Loan | SOFR+ | 6.25% | 10.88% | | 8/18/2028 | | 2,325 | | 2,300 | | 2,292 | | (5)(8) |
iCIMs, Inc. | Application Software | First Lien Term Loan | SOFR+ | 6.25% | | | 8/18/2028 | | — | | — | | — | | (5)(8)(9) |
iCIMs, Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.75% | 10.38% | | 8/18/2028 | | 16,314 | | 16,163 | | 15,824 | | (5)(8) |
iCIMs, Inc. | Application Software | First Lien Revolver | SOFR+ | 5.75% | 10.34% | | 8/18/2028 | | 289 | | 274 | | 246 | | (5)(8)(9) |
Inmar Inc | Application Software | First Lien Term Loan | SOFR+ | 5.00% | 9.51% | | 10/30/2031 | | 48,402 | | 48,164 | | 48,621 | | (5) |
Innocoll Pharmaceuticals Limited | Health Care Technology | Warrants | | | | | | 57,693 | | | 85 | | — | | (8)(10) |
Integrity Marketing Acquisition, LLC | Insurance Brokers | First Lien Term Loan | SOFR+ | 5.00% | 9.51% | | 8/25/2028 | | 61,469 | | 60,939 | | 61,272 | | (5)(8) |
Integrity Marketing Acquisition, LLC | Insurance Brokers | First Lien Term Loan | SOFR+ | 5.00% | | | 8/25/2028 | | — | | (188) | | (121) | | (5)(8)(9) |
Integrity Marketing Acquisition, LLC | Insurance Brokers | First Lien Revolver | SOFR+ | 5.00% | | | 8/25/2028 | | — | | (70) | | (25) | | (5)(8)(9) |
Inventus Power, Inc. | Electrical Components & Equipment | First Lien Term Loan | SOFR+ | 7.50% | 11.97% | | 6/30/2025 | | 43,216 | | 43,114 | | 42,568 | | (5)(8) |
Inventus Power, Inc. | Electrical Components & Equipment | First Lien Revolver | SOFR+ | 7.50% | | | 6/30/2025 | | — | | (37) | | (74) | | (5)(8)(9) |
IW Buyer LLC | Electrical Components & Equipment | First Lien Term Loan | SOFR+ | 5.00% | 9.43% | | 6/28/2029 | | 5,522 | | 5,467 | | 5,474 | | (5)(8) |
IW Buyer LLC | Electrical Components & Equipment | First Lien Term Loan | SOFR+ | 5.00% | 9.43% | | 6/28/2029 | | 32,124 | | 31,471 | | 31,845 | | (5)(8) |
IW Buyer LLC | Electrical Components & Equipment | First Lien Revolver | SOFR+ | 5.00% | | | 6/28/2029 | | — | | (152) | | (65) | | (5)(8)(9) |
Janus Bidco Limited | Application Software | First Lien Term Loan | SONIA+ | 6.00% | | | 4/25/2031 | | — | | (197) | | — | | (5)(8)(9)(10) |
Janus Bidco Limited | Application Software | First Lien Term Loan | SOFR+ | 6.00% | 10.52% | | 4/25/2031 | | 54,214 | | 52,983 | | 53,992 | | (5)(8)(10) |
Janus Bidco Limited | Application Software | First Lien Term Loan | SONIA+ | 6.00% | 10.70% | | 4/25/2031 | | £ | 3,064 | | 2,994 | | 3,042 | | (5)(8)(10) |
JN Bidco LLC | Health Care Technology | Common Stock | | | | | | | | 3,596 | | 3,596 | | (8) |
Kings Buyer, LLC | Environmental & Facilities Services | First Lien Term Loan | SOFR+ | 5.00% | 9.18% | | 10/29/2027 | | $ | 4,742 | | 4,694 | | 4,623 | | (5)(8) |
Kings Buyer, LLC | Environmental & Facilities Services | First Lien Term Loan | SOFR+ | 5.00% | 9.18% | | 10/29/2027 | | 58,255 | | 57,652 | | 56,798 | | (5)(8) |
Kings Buyer, LLC | Environmental & Facilities Services | First Lien Revolver | PRIME+ | 4.00% | 11.50% | | 10/29/2027 | | 1,221 | | 1,170 | | 1,099 | | (5)(8)(9) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
December 31, 2024
(dollar amounts in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Kings Buyer, LLC | Environmental & Facilities Services | First Lien Revolver | PRIME+ | 4.00% | 11.50% | | 10/29/2027 | | $ | 166 | | $ | 160 | | $ | 150 | | (5)(8)(9) |
Kite Midco II Inc. | Research & Consulting Services | First Lien Term Loan | SOFR+ | 5.00% | | | 12/2/2031 | | — | | (71) | | (70) | | (5)(8)(9) |
Kite Midco II Inc. | Research & Consulting Services | First Lien Term Loan | SOFR+ | 5.00% | 9.43% | | 11/28/2031 | | 39,033 | | 38,455 | | 38,463 | | (5)(8) |
LABL, Inc. | Office Services & Supplies | First Lien Term Loan | SOFR+ | 5.00% | 9.46% | | 10/29/2028 | | 42,188 | | 41,503 | | 40,896 | | (5) |
Latam Airlines Group S.A. | Passenger Airlines | Fixed Rate Bond | | | 7.88% | | 4/15/2030 | | 7,775 | | 7,775 | | 7,881 | | (10) |
Learfield Communications LLC | Movies & Entertainment | First Lien Term Loan | SOFR+ | 5.00% | 9.36% | | 6/30/2028 | | 47,502 | | 47,353 | | 48,031 | | (5) |
Legends Hospitality Holding Company, LLC | Specialized Consumer Services | First Lien Term Loan | SOFR+ | 5.50% | 7.27% | 2.75% | 8/22/2031 | | 56,041 | | 54,986 | | 55,038 | | (5)(8) |
Legends Hospitality Holding Company, LLC | Specialized Consumer Services | First Lien Term Loan | SOFR+ | 5.50% | | | 8/22/2031 | | — | | (31) | | (33) | | (5)(8)(9) |
Legends Hospitality Holding Company, LLC | Specialized Consumer Services | First Lien Revolver | SOFR+ | 5.00% | 9.44% | | 8/22/2030 | | 655 | | $ | 532 | | $ | 538 | | (5)(8)(9) |
Lsf12 Crown US Commercial Bidco LLC | Building Products | First Lien Term Loan | SOFR+ | 4.25% | 8.80% | | 12/2/2031 | | 39,459 | | 39,066 | | 39,459 | | (5) |
LSL Holdco, LLC | Health Care Distributors | First Lien Term Loan | SOFR+ | 6.00% | 10.46% | | 1/31/2028 | | 1,034 | | 991 | | 985 | | (5)(8) |
LSL Holdco, LLC | Health Care Distributors | First Lien Term Loan | SOFR+ | 6.00% | 10.46% | | 1/31/2028 | | 8,883 | | 8,792 | | 8,461 | | (5)(8) |
LSL Holdco, LLC | Health Care Distributors | First Lien Revolver | SOFR+ | 6.00% | 10.46% | | 1/31/2028 | | 284 | | 274 | | 236 | | (5)(8)(9) |
LTI Holdings Inc | Electronic Components | First Lien Term Loan | SOFR+ | 4.75% | 9.11% | | 7/29/2029 | | 29,196 | | 28,793 | | 29,280 | | (5)(10) |
M2S Group Intermediate Holdings Inc | Multi-Sector Holdings | First Lien Term Loan | SOFR+ | 4.75% | 9.09% | | 8/25/2031 | | 37,608 | | 35,455 | | 36,386 | | (5) |
Madison Park Euro Funding XIV | Multi-Sector Holdings | CLO Notes | E+ | 3.60% | 6.78% | | 7/15/2032 | | € | 7,036 | | 6,783 | | 6,692 | | (5)(10) |
Madison Park Funding LXIII | Multi-Sector Holdings | CLO Notes | SOFR+ | 5.50% | 10.13% | | 4/21/2035 | | $ | 5,000 | | 5,000 | | 5,078 | | (5)(10) |
Marble Point CLO XVII | Multi-Sector Holdings | CLO Notes | SOFR+ | 3.65% | 8.27% | | 7/20/2037 | | 3,000 | | 3,000 | | 3,016 | | (5)(10) |
Mauser Packaging Solutions Holding Co | Metal, Glass & Plastic Containers | Fixed Rate Bond | | | 7.88% | | 4/15/2027 | | 12,500 | | 12,372 | | 12,768 | | |
Mesoblast, Inc. | Biotechnology | First Lien Term Loan | | | 9.75% | | 11/19/2026 | | 1,858 | | 1,793 | | 1,853 | | (8)(10) |
Mesoblast, Inc. | Biotechnology | Common Stock | | | | | | 8,529 | | | 62 | | 169 | | (10) |
Mesoblast, Inc. | Biotechnology | Warrants | | | | | | 33,174 | | | 152 | | 385 | | (8)(10) |
MHE Intermediate Holdings, LLC | Diversified Support Services | First Lien Term Loan | SOFR+ | 6.00% | 10.74% | | 7/21/2027 | | 5,219 | | 5,115 | | 5,154 | | (5)(8) |
MHE Intermediate Holdings, LLC | Diversified Support Services | First Lien Term Loan | SOFR+ | 6.00% | 10.99% | | 7/21/2027 | | 1,015 | | 999 | | 1,003 | | (5)(8) |
Microf Funding V LLC | Consumer Finance | First Lien Term Loan | SOFR+ | 6.58% | 10.91% | | 6/3/2027 | | 14,239 | | 13,986 | | 14,319 | | (5)(8)(9)(10) |
Minotaur Acquisition, Inc. | Financial Exchanges & Data | First Lien Term Loan | SOFR+ | 5.00% | | | 6/3/2030 | | — | | (70) | | (70) | | (5)(8)(9)(10) |
Minotaur Acquisition, Inc. | Financial Exchanges & Data | First Lien Term Loan | SOFR+ | 5.00% | 9.36% | | 6/3/2030 | | 6,958 | | 6,819 | | 6,888 | | (5)(8)(10) |
Minotaur Acquisition, Inc. | Financial Exchanges & Data | First Lien Term Loan | SOFR+ | 5.00% | 9.36% | | 6/3/2030 | | 41,649 | | 40,897 | | 41,233 | | (5)(8)(10) |
Minotaur Acquisition, Inc. | Financial Exchanges & Data | First Lien Revolver | SOFR+ | 5.00% | | | 6/3/2030 | | — | | (75) | | (42) | | (5)(8)(9)(10) |
Mitchell International Inc | Application Software | Second Lien Term Loan | SOFR+ | 5.25% | 9.61% | | 6/17/2032 | | 27,135 | | 27,065 | | 26,909 | | (5) |
Mitchell International Inc | Application Software | First Lien Term Loan | SOFR+ | 3.25% | 7.61% | | 6/17/2031 | | 17,057 | | 16,972 | | 17,088 | | (5) |
Modena Buyer LLC | Application Software | First Lien Term Loan | SOFR+ | 4.50% | 8.86% | | 7/1/2031 | | 42,650 | | 41,856 | | 41,416 | | (5) |
Monotype Imaging Holdings Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.50% | 10.02% | | 2/28/2031 | | 1,404 | | 1,348 | | 1,404 | | (5)(8)(9) |
Monotype Imaging Holdings Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.50% | 10.01% | | 2/28/2031 | | 71,928 | | 70,849 | | 71,928 | | (5)(8) |
Monotype Imaging Holdings Inc. | Application Software | First Lien Revolver | SOFR+ | 5.50% | | | 2/28/2030 | | — | | (117) | | — | | (5)(8)(9) |
MRI Software LLC | Application Software | First Lien Term Loan | SOFR+ | 4.75% | 9.08% | | 2/10/2027 | | 460 | | 426 | | 417 | | (5)(8)(9) |
MRI Software LLC | Application Software | First Lien Term Loan | SOFR+ | 4.75% | 9.08% | | 2/10/2027 | | 7,109 | | 7,104 | | 7,046 | | (5)(8) |
MRI Software LLC | Application Software | First Lien Term Loan | SOFR+ | 4.75% | 9.08% | | 2/10/2027 | | 58,105 | | 57,507 | | 57,593 | | (5)(8) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
December 31, 2024
(dollar amounts in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
MRI Software LLC | Application Software | First Lien Revolver | SOFR+ | 4.75% | 9.08% | | 2/10/2027 | | $ | 328 | | $ | 297 | | $ | 276 | | (5)(8)(9) |
Neptune Platform Buyer, LLC | Aerospace & Defense | First Lien Term Loan | SOFR+ | 5.25% | | | 1/19/2031 | | — | | (13) | | — | | (5)(8)(9) |
Neptune Platform Buyer, LLC | Aerospace & Defense | First Lien Term Loan | SOFR+ | 5.25% | 9.58% | | 1/19/2031 | | 32,899 | | 32,401 | | 32,754 | | (5)(8) |
Next Holdco, LLC | Health Care Technology | First Lien Term Loan | SOFR+ | 5.75% | | | 11/12/2030 | | — | | (90) | | — | | (5)(8)(9) |
Next Holdco, LLC | Health Care Technology | First Lien Term Loan | SOFR+ | 5.75% | 10.27% | | 11/12/2030 | | 46,274 | | 45,580 | | 46,274 | | (5)(8) |
Next Holdco, LLC | Health Care Technology | First Lien Revolver | SOFR+ | 5.75% | | | 11/9/2029 | | — | | (67) | | — | | (5)(8)(9) |
NFM & J, L.P. | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.75% | 10.59% | | 11/10/2029 | | 1,382 | | 1,249 | | 1,234 | | (5)(8)(9) |
NFM & J, L.P. | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.75% | 10.37% | | 11/10/2029 | | 22,071 | | 21,630 | | 21,806 | | (5)(8) |
NFM & J, L.P. | Diversified Support Services | First Lien Revolver | SOFR+ | 5.75% | | | 11/10/2029 | | — | | (99) | | (60) | | (5)(8)(9) |
North Star Acquisitionco, LLC | Education Services | First Lien Term Loan | SOFR+ | 5.00% | 9.10% | | 5/3/2029 | | 5,744 | | 6,148 | | 6,082 | | (5)(8)(9) |
North Star Acquisitionco, LLC | Education Services | First Lien Term Loan | SOFR+ | 4.75% | 9.08% | | 5/3/2029 | | 3,322 | | 3,273 | | 3,313 | | (5)(8)(9) |
North Star Acquisitionco, LLC | Education Services | First Lien Term Loan | SOFR+ | 4.75% | 9.08% | | 5/3/2029 | | 36,259 | | 35,735 | | 36,168 | | (5)(8) |
North Star Acquisitionco, LLC | Education Services | First Lien Term Loan | SOFR+ | 5.00% | 9.08% | | 5/3/2029 | | 27,916 | | 27,777 | | 27,847 | | (5)(8) |
North Star Acquisitionco, LLC | Education Services | First Lien Term Loan | NIBOR+ | 5.00% | 9.45% | | 5/3/2029 | | kr | 6,229 | | 6,198 | | 6,059 | | (5)(8) |
North Star Acquisitionco, LLC | Education Services | First Lien Term Loan | SONIA+ | 5.00% | 9.45% | | 5/3/2029 | | £ | 3,941 | | 3,917 | | 3,932 | | (5)(8) |
North Star Acquisitionco, LLC | Education Services | First Lien Revolver | SONIA+ | 5.00% | | | 5/3/2029 | | — | | (31) | | (15) | | (5)(8)(9) |
North Star Acquisitionco, LLC | Education Services | First Lien Revolver | SOFR+ | 4.75% | | | 5/3/2029 | | — | | (63) | | (11) | | (5)(8)(9) |
Northwoods Capital 25 Ltd | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.40% | 12.02% | | 7/20/2034 | | $ | 700 | | 682 | | 698 | | (5)(10) |
Northwoods Capital XV | Multi-Sector Holdings | CLO Notes | SOFR+ | 4.01% | 8.37% | | 6/20/2034 | | 4,000 | | 3,922 | | 4,014 | | (5)(10) |
Octagon 66 | Multi-Sector Holdings | CLO Notes | SOFR+ | 5.09% | 9.58% | | 11/16/2036 | | 3,000 | | 2,970 | | 3,091 | | (5)(10) |
OFSI BSL XIII CLO | Multi-Sector Holdings | CLO Notes | SOFR+ | 4.50% | 9.12% | | 4/20/2037 | | 5,000 | | 5,000 | | 5,034 | | (5)(10) |
OFSI Fund Ltd | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.48% | 12.10% | | 4/20/2034 | | 1,105 | | 1,049 | | 1,093 | | (5)(10) |
OneOncology, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 5.00% | 9.33% | | 6/10/2030 | | 17,122 | | 16,951 | | 16,951 | | (5)(8) |
OneOncology, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 5.00% | 9.68% | | 6/10/2030 | | 11,500 | | 11,334 | | 11,271 | | (5)(8)(9) |
OneOncology, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 6.25% | 10.58% | | 6/10/2030 | | 8,539 | | 8,326 | | 8,539 | | (5)(8) |
OneOncology, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 6.25% | 10.58% | | 6/10/2030 | | 22,599 | | 22,160 | | 22,599 | | (5)(8) |
OneOncology, LLC | Health Care Services | First Lien Revolver | SOFR+ | 6.25% | | | 6/11/2029 | | — | | (85) | | — | | (5)(8)(9) |
Optimizely North America Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.00% | 9.36% | | 10/30/2031 | | 47,774 | | 47,308 | | 47,320 | | (5)(8)(10) |
Optimizely North America Inc. | Application Software | First Lien Revolver | SOFR+ | 5.00% | | | 10/30/2031 | | — | | (69) | | (68) | | (5)(8)(9)(10) |
Optimizely Sweden Holdings AB | Application Software | First Lien Term Loan | SONIA+ | 5.50% | 10.20% | | 10/30/2031 | | £ | 7,397 | | 7,325 | | 7,053 | | (5)(8)(10) |
Optimizely Sweden Holdings AB | Application Software | First Lien Term Loan | E+ | 5.25% | 8.33% | | 10/30/2031 | | € | 18,532 | | 18,351 | | 17,497 | | (5)(8)(10) |
Oranje Holdco, Inc. | Systems Software | First Lien Term Loan | SOFR+ | 7.25% | 11.58% | | 2/1/2029 | | $ | 16,868 | | 16,580 | | 16,614 | | (5)(8) |
Oranje Holdco, Inc. | Systems Software | First Lien Term Loan | SOFR+ | 7.75% | 12.32% | | 2/1/2029 | | 15,746 | | 15,478 | | 15,746 | | (5)(8) |
Oranje Holdco, Inc. | Systems Software | First Lien Revolver | SOFR+ | 7.75% | | | 2/1/2029 | | — | | (33) | | — | | (5)(8)(9) |
Peraton Corp. | Aerospace & Defense | First Lien Term Loan | SOFR+ | 3.75% | 8.21% | | 2/1/2028 | | 7,433 | | 7,399 | | 6,936 | | (5) |
PetSmart LLC | Other Specialty Retail | First Lien Term Loan | SOFR+ | 3.75% | 8.21% | | 2/11/2028 | | 27,619 | | 27,309 | | 27,561 | | (5) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
December 31, 2024
(dollar amounts in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
PetVet Care Centers, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 6.00% | 10.36% | | 11/15/2030 | | $ | 72,911 | | $ | 71,688 | | $ | 71,598 | | (5)(8) |
PetVet Care Centers, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 6.00% | | | 11/15/2030 | | — | | (96) | | (173) | | (5)(8)(9) |
PetVet Care Centers, LLC | Health Care Services | First Lien Revolver | SOFR+ | 6.00% | | | 11/15/2029 | | — | | (156) | | (173) | | (5)(8)(9) |
PetVet Care Centers, LLC | Health Care Services | Preferred Equity | | | | | | 6,338 | | | 6,211 | | 7,352 | | (8) |
Pluralsight, LLC | Application Software | First Lien Term Loan | SOFR+ | 4.50% | 7.51% | 1.50% | 8/22/2029 | | 1,922 | | 1,922 | | 1,922 | | (5)(8) |
Pluralsight, LLC | Application Software | First Lien Term Loan | SOFR+ | 4.50% | 7.51% | 1.50% | 8/22/2029 | | 3,330 | | 3,330 | | 3,330 | | (5)(8) |
Pluralsight, LLC | Application Software | First Lien Term Loan | SOFR+ | 7.50% | | 12.01% | 8/22/2029 | | 5,137 | | 5,137 | | 5,137 | | (5)(8) |
Pluralsight, LLC | Application Software | First Lien Term Loan | SOFR+ | 4.50% | | | 8/22/2029 | | — | | — | | — | | (5)(8)(9) |
Pluralsight, LLC | Application Software | First Lien Revolver | SOFR+ | 4.50% | | | 8/22/2029 | | — | | — | | — | | (5)(8)(9) |
Pluralsight, LLC | Application Software | Common Stock | | | | | | 1,658,698 | | | 5,540 | | 4,064 | | (8) |
Poseidon Midco AB | Pharmaceuticals | First Lien Term Loan | E+ | 5.50% | 8.34% | | 5/16/2031 | | € | 56,472 | | 55,084 | | 51,561 | | (5)(8)(10) |
Poseidon Midco AB | Pharmaceuticals | First Lien Term Loan | E+ | 5.50% | | | 5/16/2031 | | — | | — | | (299) | | (5)(8)(9)(10) |
PPW Aero Buyer, Inc. | Aerospace & Defense | First Lien Term Loan | SOFR+ | 6.50% | 11.01% | | 2/15/2029 | | $ | 26,421 | | 25,695 | | 26,421 | | (5)(8) |
PPW Aero Buyer, Inc. | Aerospace & Defense | First Lien Term Loan | SOFR+ | 5.50% | 10.16% | | 2/15/2029 | | 14,790 | | 14,710 | | 14,606 | | (5)(8) |
PPW Aero Buyer, Inc. | Aerospace & Defense | First Lien Term Loan | SOFR+ | 5.50% | | | 2/15/2029 | | — | | (187) | | (295) | | (5)(8)(9) |
PPW Aero Buyer, Inc. | Aerospace & Defense | First Lien Revolver | PRIME+ | 5.50% | 13.00% | | 2/15/2029 | | 1,898 | | 1,799 | | 1,898 | | (5)(8)(9) |
Profrac Holdings II, LLC | Industrial Machinery & Supplies & Components | First Lien Floating Rate Bond | SOFR+ | 7.25% | 11.56% | | 1/23/2029 | | 64,614 | | 63,968 | | 64,447 | | (5)(8)(10) |
Project Accelerate Parent, LLC | Systems Software | First Lien Term Loan | SOFR+ | 5.25% | 9.61% | | 2/24/2031 | | 43,531 | | 43,096 | | 43,531 | | (5)(8) |
Project Accelerate Parent, LLC | Systems Software | First Lien Revolver | SOFR+ | 5.25% | | | 2/24/2031 | | — | | (63) | | — | | (5)(8)(9) |
Prosper Credit Card 2024-1 | Specialized Finance | CLO Notes | | | 7.15% | | 10/15/2034 | | 5,240 | | 5,227 | | 5,217 | | (8)(10) |
Prosper Credit Card 2024-1 | Specialized Finance | CLO Notes | | | 10.05% | | 10/15/2034 | | 5,471 | | 5,387 | | 5,383 | | (8)(10) |
Prosper Credit Card 2024-1 | Specialized Finance | CLO Notes | | | 14.64% | | 10/15/2034 | | 7,289 | | 7,289 | | 7,276 | | (8)(10) |
Protein for Pets Opco, LLC | Packaged Foods & Meats | First Lien Term Loan | SOFR+ | 5.25% | 9.61% | | 9/20/2030 | | 63,414 | | 62,298 | | 62,260 | | (5)(8) |
Protein for Pets Opco, LLC | Packaged Foods & Meats | First Lien Revolver | SOFR+ | 5.25% | | | 9/20/2030 | | — | | (117) | | (121) | | (5)(8)(9) |
Quantum Bidco Limited | Food Distributors | First Lien Term Loan | SONIA+ | 5.50% | 10.21% | | 1/31/2028 | | £ | 21,631 | | 20,881 | | 20,527 | | (5)(8)(9)(10) |
Resistance Acquisition, Inc. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 7.75% | 12.08% | | 9/21/2028 | | $ | 18,387 | | 18,045 | | 18,203 | | (5)(8) |
Rockford Tower CLO 2024-1 | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.48% | 12.10% | | 4/20/2037 | | 2,500 | | 2,477 | | 2,550 | | (5)(10) |
Salus Workers' Compensation, LLC | Diversified Financial Services | First Lien Term Loan | SOFR+ | 10.00% | 14.36% | | 10/7/2026 | | 13,484 | | 13,243 | | 12,877 | | (5)(8) |
Salus Workers' Compensation, LLC | Diversified Financial Services | First Lien Revolver | SOFR+ | 10.00% | 14.38% | | 10/7/2026 | | 1,367 | | 1,333 | | 1,281 | | (5)(8)(9) |
Salus Workers' Compensation, LLC | Diversified Financial Services | Warrants | | | | | | 606,357 | | | 200 | | 30 | | (8) |
Saratoga | Diversified Financial Services | Credit Linked Note | SOFR+ | 5.33% | 9.86% | | 12/31/2029 | | 98,000 | | 97,914 | | 98,000 | | (5)(8)(10)(14) |
scPharmaceuticals Inc. | Pharmaceuticals | Warrants | | | | | | 79,075 | | | 258 | | 119 | | (8) |
Secure Acquisition Inc. | Paper & Plastic Packaging Products & Materials | First Lien Term Loan | SOFR+ | 4.25% | 8.58% | | 12/16/2028 | | 34,571 | | 34,487 | | 34,701 | | (5) |
SEI Holding I Corporation | Trading Companies & Distributors | First Lien Term Loan | SOFR+ | 5.00% | 9.52% | | 3/27/2028 | | 2,475 | | 2,432 | | 2,450 | | (5)(8) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
December 31, 2024
(dollar amounts in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
SEI Holding I Corporation | Trading Companies & Distributors | First Lien Term Loan | SOFR+ | 5.00% | 9.52% | | 3/27/2028 | | $ | 3,078 | | $ | 3,001 | | $ | 3,024 | | (5)(8)(9) |
SEI Holding I Corporation | Trading Companies & Distributors | First Lien Term Loan | SOFR+ | 5.00% | | | 3/27/2028 | | — | | (50) | | (38) | | (5)(8)(9) |
SEI Holding I Corporation | Trading Companies & Distributors | First Lien Term Loan | SOFR+ | 5.00% | | | 3/27/2028 | | — | | (38) | | (85) | | (5)(8)(9) |
SEI Holding I Corporation | Trading Companies & Distributors | First Lien Term Loan | SOFR+ | 5.00% | 9.36% | | 3/27/2028 | | 17,201 | | 16,867 | | 17,029 | | (5)(8) |
Seres Therapeutics, Inc. | Biotechnology | Warrants | | | | | | 93,470 | | | 293 | | 42 | | (8)(10) |
Sorenson Communications, LLC | Communications Equipment | First Lien Term Loan | SOFR+ | 5.75% | 10.11% | | 4/19/2029 | | 88,084 | | 86,570 | | 86,745 | | (5)(8) |
Sorenson Communications, LLC | Communications Equipment | First Lien Revolver | SOFR+ | 5.75% | | | 4/19/2029 | | — | | (175) | | (155) | | (5)(8)(9) |
Staples, Inc. | Office Services & Supplies | First Lien Term Loan | SOFR+ | 5.75% | 10.18% | | 9/4/2029 | | 32,101 | | 30,765 | | 30,761 | | (5) |
Staples, Inc. | Office Services & Supplies | Fixed Rate Bond | | | 10.75% | | 9/1/2029 | | 13,481 | | 13,354 | | 13,279 | | |
Star Parent, Inc. | Life Sciences Tools & Services | First Lien Term Loan | SOFR+ | 4.00% | 8.33% | | 9/27/2030 | | 45,680 | | 44,905 | | 44,703 | | (5) |
SumUp Holdings Luxembourg | Diversified Financial Services | First Lien Term Loan | E+ | 6.50% | 9.50% | | 4/25/2031 | | € | 63,977 | | 50,670 | | 48,341 | | (5)(8)(9)(10) |
Supreme Fitness Group NY Holdings, LLC | Leisure Facilities | First Lien Term Loan | SOFR+ | 7.00% | 11.87% | | 12/31/2026 | | $ | 693 | | 687 | | 674 | | (5)(8) |
Supreme Fitness Group NY Holdings, LLC | Leisure Facilities | First Lien Term Loan | SOFR+ | 7.00% | 11.87% | | 12/31/2026 | | 834 | | 805 | | 811 | | (5)(8) |
Supreme Fitness Group NY Holdings, LLC | Leisure Facilities | First Lien Term Loan | SOFR+ | 7.00% | 11.87% | | 12/31/2026 | | 8,092 | | 8,028 | | 7,874 | | (5)(8) |
Supreme Fitness Group NY Holdings, LLC | Leisure Facilities | First Lien Revolver | SOFR+ | 7.00% | | | 12/31/2026 | | — | | (3) | | (11) | | (5)(8)(9) |
TBRS, Inc. | Health Care Supplies | First Lien Revolver | SOFR+ | 4.75% | 9.26% | | 11/22/2030 | | 453 | | 379 | | 378 | | (5)(8)(9) |
TBRS, Inc. | Health Care Supplies | First Lien Term Loan | SOFR+ | 4.75% | 9.26% | | 11/22/2031 | | 49,860 | | 49,369 | | 49,362 | | (5)(8) |
TBRS, Inc. | Health Care Supplies | First Lien Term Loan | SOFR+ | 4.75% | | | 11/22/2031 | | — | | (67) | | (68) | | (5)(8)(9) |
Telephone and Data Systems, Inc. | Wireless Telecommunication Services | Subordinated Debt Term Loan | SOFR+ | 7.00% | 11.57% | | 5/1/2029 | | 73,914 | | 71,994 | | 73,234 | | (5)(8)(10) |
Telephone and Data Systems, Inc. | Wireless Telecommunication Services | Subordinated Debt Term Loan | SOFR+ | 7.00% | | | 5/1/2029 | | — | | (241) | | — | | (5)(8)(9)(10) |
Ten-X LLC | Interactive Media & Services | First Lien Term Loan | SOFR+ | 6.00% | 10.27% | | 5/26/2028 | | 24,538 | | 23,699 | | 22,084 | | (5)(8) |
THG Acquisition, LLC | Insurance Brokers | First Lien Term Loan | SOFR+ | 4.75% | | | 10/31/2031 | | — | | (55) | | (57) | | (5)(8)(9)(10) |
THG Acquisition, LLC | Insurance Brokers | First Lien Term Loan | SOFR+ | 4.75% | 9.11% | | 10/31/2031 | | 50,833 | | 50,337 | | 50,325 | | (5)(8)(10) |
THG Acquisition, LLC | Insurance Brokers | First Lien Revolver | SOFR+ | 4.75% | 9.11% | | 10/31/2031 | | 421 | | 366 | | 364 | | (5)(8)(9)(10) |
THL Zinc Ventures Ltd | Diversified Metals & Mining | First Lien Term Loan | | | 13.00% | | 5/23/2026 | | 39,751 | | 39,512 | | 39,751 | | (8)(10) |
Transit Buyer LLC | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.00% | 9.45% | | 1/31/2029 | | 8,121 | | 8,000 | | 8,030 | | (5)(8) |
Transit Buyer LLC | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.00% | 9.45% | | 1/31/2029 | | 3,309 | | 3,257 | | 3,266 | | (5)(8)(9) |
Transit Buyer LLC | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.00% | 9.36% | | 1/31/2029 | | 8,321 | | 8,207 | | 8,228 | | (5)(8) |
Trident TPI Holdings Inc | Metal, Glass & Plastic Containers | First Lien Term Loan | SOFR+ | 3.75% | 8.11% | | 9/15/2028 | | 12,343 | | 12,343 | | 12,469 | | (5) |
Trinitas CLO VI Ltd. | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.08% | 11.70% | | 1/25/2034 | | 2,785 | | 2,620 | | 2,653 | | (5)(10) |
Trinitas CLO XII | Multi-Sector Holdings | CLO Notes | SOFR+ | 4.26% | 8.89% | | 4/25/2033 | | 4,500 | | 4,402 | | 4,518 | | (5)(10) |
Trinitas CLO XV DAC | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.71% | 12.34% | | 4/22/2034 | | 6,500 | | 5,838 | | 6,428 | | (5)(10) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
December 31, 2024
(dollar amounts in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Truck-Lite Co., LLC | Construction Machinery & Heavy Transportation Equipment | First Lien Term Loan | SOFR+ | 5.75% | 10.27% | | 2/13/2031 | | $ | 62,067 | | $ | 60,982 | | $ | 61,750 | | (5)(8) |
Truck-Lite Co., LLC | Construction Machinery & Heavy Transportation Equipment | First Lien Term Loan | SOFR+ | 5.75% | | | 2/13/2031 | | — | | (118) | | (34) | | (5)(8)(9) |
Truck-Lite Co., LLC | Construction Machinery & Heavy Transportation Equipment | First Lien Revolver | SOFR+ | 5.75% | | | 2/13/2030 | | — | | (115) | | (39) | | (5)(8)(9) |
Usalco LLC | Commodity Chemicals | First Lien Term Loan | SOFR+ | 4.00% | 8.36% | | 9/30/2031 | | 31,731 | | 31,578 | | 31,572 | | (5)(8) |
Usalco LLC | Commodity Chemicals | First Lien Term Loan | SOFR+ | 4.00% | | | 9/30/2031 | | — | | (16) | | (16) | | (5)(8)(9) |
USIC Holdings, Inc. | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.50% | 10.09% | | 9/10/2031 | | 180 | | 180 | | 175 | | (5)(8)(9) |
USIC Holdings, Inc. | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.50% | 10.09% | | 9/10/2031 | | 46,311 | | 45,868 | | 46,218 | | (5)(8) |
USIC Holdings, Inc. | Diversified Support Services | First Lien Revolver | SOFR+ | 5.25% | 9.84% | | 9/10/2031 | | 1,348 | | 1,291 | | 1,312 | | (5)(8)(9) |
Venture 41 CLO | Multi-Sector Holdings | CLO Notes | SOFR+ | 4.13% | 8.75% | | 1/20/2034 | | 1,500 | | 1,479 | | 1,509 | | (5)(10) |
Verde Purchaser, LLC | Trading Companies & Distributors | First Lien Term Loan | SOFR+ | 4.50% | 8.83% | | 11/30/2030 | | 21,001 | | 20,896 | | 21,093 | | (5)(10) |
Verona Pharma, Inc. | Pharmaceuticals | First Lien Term Loan | | | 11.00% | | 5/9/2029 | | 6,308 | | 6,182 | | 6,292 | | (8)(10) |
Verona Pharma, Inc. | Pharmaceuticals | First Lien Term Loan | | | 11.00% | | 5/9/2029 | | 4,956 | | 4,870 | | 4,944 | | (8)(10) |
Verona Pharma, Inc. | Pharmaceuticals | First Lien Term Loan | | | | | 5/9/2029 | | — | | — | | — | | (8)(9)(10) |
Verona Pharma, Inc. | Pharmaceuticals | First Lien Term Loan | | | | | 5/9/2029 | | — | | — | | — | | (8)(9)(10) |
Verona Pharma, Inc. | Pharmaceuticals | First Lien Term Loan | | | | | 9/30/2025 | | — | | — | | — | | (8)(9)(10)(13) |
Violin Finco Guernsey Limited | Asset Management & Custody Banks | First Lien Term Loan | SONIA+ | 5.50% | 10.20% | | 6/6/2031 | | £ | 59,504 | | 58,909 | | 58,561 | | (5)(8)(10) |
Violin Finco Guernsey Limited | Asset Management & Custody Banks | First Lien Term Loan | SONIA+ | 5.50% | | | 6/6/2031 | | — | | (20) | | (19) | | (5)(8)(9)(10) |
WAVE 2019-1 | Specialized Finance | CLO Notes | | | 3.60% | | 9/15/2044 | | $ | 4,061 | | 3,379 | | 3,803 | | (10) |
Wind River 2020-1 CLO | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.42% | 12.04% | | 7/20/2037 | | 2,000 | | 1,960 | | 2,025 | | (5)(10) |
Wind River 2024-1 CLO | Multi-Sector Holdings | CLO Notes | SOFR+ | 4.25% | 8.87% | | 4/20/2037 | | 3,250 | | 3,250 | | 3,343 | | (5)(10) |
Woodmont 2022-9 Trust | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.77% | 12.89% | | 10/25/2036 | | 9,385 | | 9,296 | | 9,433 | | (5)(10) |
WP CPP Holdings, LLC | Aerospace & Defense | First Lien Term Loan | SOFR+ | 7.50% | 7.84% | 4.13% | 11/29/2029 | | 2,602 | | 2,602 | | 2,602 | | (5)(8) |
WP CPP Holdings, LLC | Aerospace & Defense | First Lien Term Loan | SOFR+ | 7.50% | 7.84% | 4.13% | 11/28/2029 | | 54,901 | | 53,946 | | 54,901 | | (5)(8) |
WP CPP Holdings, LLC | Aerospace & Defense | First Lien Revolver | SOFR+ | 6.75% | | | 11/28/2029 | | — | | (119) | | — | | (5)(8)(9) |
Total Non-Control/Non-Affiliate Investments (147.2% of net assets) | | | | | | | | | | $ | 5,005,474 | | $ | 5,023,732 | | |
BNY Mellon Short Term Investment Fund | | | | | | | | | | 99,632 | | 99,632 | | |
Other cash accounts | | | | | | | | | | 289,790 | | 289,790 | | |
Cash and Cash Equivalents and Restricted Cash (11.4% of net assets) | | | | | | | | | | $ | 389,422 | | $ | 389,422 | | |
Total Portfolio Investments, Cash and Cash Equivalents and Restricted Cash (158.6% of net assets) | | | | | | | | | | $ | 5,394,896 | | $ | 5,413,154 | | |
| | | | | | | | | | | | |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
December 31, 2024
(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 | | $ | 252,917 | | | € | 231,130 | | | 2/6/2025 | | Bank of New York Mellon | | $ | 13,222 | |
Foreign currency forward contract | | $ | 171,400 | | | £ | 132,182 | | | 2/6/2025 | | Bank of New York Mellon | | 5,906 | |
Foreign currency forward contract | | $ | 6,999 | | | kr | 76,683 | | | 2/6/2025 | | Bank of New York Mellon | | 248 | |
| | | | | | | | | | $ | 19,376 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Derivative Instrument | | Company Receives | | Company Pays | | Counterparty | | Maturity Date | | Notional Amount | | Fair Value |
Interest rate swap | | Fixed 8.4% | | Floating 3-month SOFR +4.0405% | | BNP Paribas | | 11/14/2028 | | $350,000 | | $ | 2,044 | |
Interest rate swap | | Fixed 6.5% | | Floating 3-month SOFR +2.5954% | | BNP Paribas | | 7/23/2029 | | $400,000 | | $ | (4,117) | |
| | | | | | | | | | | | $ | (2,073) | |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
December 31, 2024
(dollar amounts in thousands)
(unaudited)
(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 one or more of its credit facilities. A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.
(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 secured overnight financing rate (“SOFR”), the euro interbank offered rate (“EURIBOR” or “E”), the sterling overnight index average (“SONIA”), the Norwegian interbank offered rate (“NIBOR”) 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 the reference rate or the alternate base rate based on each respective credit agreement and the cash interest rate as of period end. All SOFR shown above is in U.S. dollars unless otherwise noted. As of December 31, 2024, the reference rates for the Company’s variable rate loans were the 30-day SOFR at 4.33%, the 90-day SOFR at 4.31%, the 180-day SOFR at 4.25%, the PRIME at 7.50%, the SONIA at 5.50%, the 90-day NIBOR at 4.70%, the 30-day EURIBOR at 2.85%, the 90-day EURIBOR at 2.71% and the 180-day EURIBOR at 2.57%. Most loans include an interest floor, which generally ranges from 0% to 3.00%. SOFR and SONIA 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. “£” signifies the investment is denominated in British Pounds. “kr” signifies the investment is denominated in Krone. 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, 2024, 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, 2024, qualifying assets represented 74.7% of the Company’s total assets and non-qualifying assets represented 25.3% of the Company’s total assets.
(11)This investment represents a participation interest in the underlying securities shown.
(12)This investment was on non-accrual status as of December 31, 2024.
(13)This investment represents a revenue interest financing term loan in which the Company receives periodic interest payments based on a percentage of revenues earned at the respective portfolio company over the life of the loan.
(14)This investment represents a credit default swap that functions, in substance, like a credit linked note and represents a credit risk transfer for a pool of reference assets owned by a bank. The Company fully funded margin up front and in return the Company receives periodic interest payments. The Company’s risk of loss is limited to the principal amount disclosed herein. The reference assets are primarily composed of investment grade corporate debt. The Company may be exposed to counterparty risk, which could make it difficult for the Company to collect on obligations, thereby resulting in potentially significant losses. In addition, the Company only has a contractual relationship with the bank, and not with the reference obligors of the reference assets. Accordingly, the Company generally may have no right to directly enforce compliance by the reference obligors with the terms of the reference assets. The Company will not directly benefit from the reference assets and will not have the benefit of the remedies that would normally be available to a holder of such reference assets. In addition, in the event of the insolvency of the counterparty, the Company may be treated as a general creditor of such counterparty, and will not have any claim with respect to the reference assets.
See notes to Consolidated Financial Statements.
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
September 30, 2024
(dollar amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Non-Control/Non-Affiliate Investments | | | | | | | | | | | | (7) |
107 Fair Street LLC | Real Estate Development | First Lien Term Loan | | | 13.00% | | 11/17/2024 | | $ | 1,616 | | $ | 1,613 | | $ | 1,572 | | (8)(9)(11) |
107-109 Beech OAK22 LLC | Real Estate Development | First Lien Revolver | | | 11.00% | | 2/27/2026 | | 19,667 | | 19,472 | | 19,531 | | (8)(9) |
112-126 Van Houten Real22 LLC | Real Estate Development | First Lien Term Loan | | | 13.00% | | 11/4/2024 | | 4,309 | | 4,306 | | 4,271 | | (8)(9)(11) |
37 Capital CLO 4 | Multi-Sector Holdings | CLO Notes | SOFR+ | 5.50% | 10.80% | | 1/15/2034 | | 5,000 | | 5,000 | | 5,057 | | (5)(10) |
AB BSL CLO 4 | Multi-Sector Holdings | CLO Notes | SOFR+ | 5.50% | 10.78% | | 4/20/2036 | | 3,800 | | 3,800 | | 3,882 | | (5)(10) |
Access CIG, LLC | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.00% | 10.25% | | 8/18/2028 | | 39,127 | | 38,636 | | 39,344 | | (5) |
Accession Risk Management Group, Inc. | Insurance Brokers | First Lien Term Loan | SOFR+ | 4.75% | | | 11/1/2029 | | — | | (127) | | (117) | | (5)(8)(9) |
Accession Risk Management Group, Inc. | Insurance Brokers | First Lien Revolver | SOFR+ | 4.75% | | | 10/30/2029 | | — | | (14) | | (13) | | (5)(8)(9) |
ACESO Holding 4 S.A.R.L. | Health Care Services | First Lien Term Loan | E+ | 5.75% | | | 9/27/2031 | | € | — | | (95) | | (95) | | (5)(8)(9)(10) |
ACESO Holding 4 S.A.R.L. | Health Care Services | First Lien Term Loan | E+ | 5.75% | 8.91% | | 9/27/2031 | | 34,034 | | 37,287 | | 37,224 | | (5)(8)(10) |
ACP Falcon Buyer Inc | Systems Software | First Lien Term Loan | SOFR+ | 5.50% | 10.83% | | 8/1/2029 | | $ | 34,407 | | 33,576 | | 34,407 | | (5)(8) |
ACP Falcon Buyer Inc | Systems Software | First Lien Revolver | SOFR+ | 5.50% | | | 8/1/2029 | | — | | (129) | | — | | (5)(8)(9) |
Acquia Inc. | Application Software | First Lien Term Loan | SOFR+ | 7.00% | 12.46% | | 10/31/2025 | | 11,166 | | 11,033 | | 11,166 | | (5)(8) |
ADC Therapeutics SA | Biotechnology | First Lien Term Loan | SOFR+ | 7.50% | 12.25% | | 8/15/2029 | | 10,406 | | 10,034 | | 10,146 | | (5)(8)(10) |
ADC Therapeutics SA | Biotechnology | Warrants | | | | | | 45,727 | | | 275 | | 53 | | (8)(10) |
AIMCO CLO 12 | Multi-Sector Holdings | CLO Notes | SOFR+ | 6.10% | 11.39% | | 1/17/2032 | | 1,400 | | 1,392 | | 1,405 | | (5)(10) |
AIP RD Buyer Corp. | Distributors | Common Stock | | | | | | 4,560 | | | 428 | | 567 | | (8) |
Allegro CLO XII | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.40% | 12.68% | | 7/21/2037 | | 4,400 | | 4,400 | | 4,444 | | (5)(10) |
Alto Pharmacy Holdings, Inc. | Health Care Technology | First Lien Term Loan | SOFR+ | 11.50% | 8.00% | 8.93% | 10/14/2027 | | 14,881 | | 14,194 | | 13,393 | | (5)(8) |
Alto Pharmacy Holdings, Inc. | Health Care Technology | Warrants | | | | | | 878,545 | | | 943 | | 1,177 | | (8) |
American Auto Auction Group, LLC | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.00% | 9.75% | | 12/30/2027 | | 2,487 | | 2,469 | | 2,501 | | (5) |
American Auto Auction Group, LLC | Diversified Support Services | Second Lien Term Loan | SOFR+ | 8.75% | 13.50% | | 1/2/2029 | | 6,901 | | 6,816 | | 6,677 | | (5)(8) |
AmSpec Parent LLC | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.50% | | | 12/5/2030 | | — | | (127) | | — | | (5)(8)(9) |
AmSpec Parent LLC | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.50% | 10.10% | | 12/5/2030 | | 70,072 | | 68,527 | | 70,072 | | (5)(8) |
AmSpec Parent LLC | Diversified Support Services | First Lien Revolver | SOFR+ | 5.50% | | | 12/5/2029 | | — | | (205) | | — | | (5)(8)(9) |
Anchorage Capital CLO 16, LTD | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.61% | 12.89% | | 1/19/2035 | | 2,000 | | 1,948 | | 2,002 | | (5)(10) |
Anchorage Capital CLO 20, LTD. | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.61% | 12.89% | | 1/20/2035 | | 750 | | 715 | | 736 | | (5)(10) |
Arches Buyer Inc. | Interactive Media & Services | First Lien Term Loan | SOFR+ | 5.50% | 10.35% | | 12/6/2027 | | 93,496 | | 92,364 | | 93,450 | | (5)(8) |
Ardonagh Midco 3 PLC | Insurance Brokers | First Lien Term Loan | SOFR+ | 4.75% | 9.90% | | 2/17/2031 | | 57,299 | | 56,439 | | 56,496 | | (5)(8)(10) |
Ares LXVIII CLO | Multi-Sector Holdings | CLO Notes | SOFR+ | 5.75% | 11.03% | | 4/25/2035 | | 5,000 | | 5,000 | | 5,079 | | (5)(10) |
Ares XLIV CLO | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.13% | 12.43% | | 4/15/2034 | | 3,500 | | 3,399 | | 3,509 | | (5)(10) |
Artera Services, LLC | Construction & Engineering | First Lien Term Loan | SOFR+ | 4.50% | 9.10% | | 2/15/2031 | | 27,363 | | 27,157 | | 26,742 | | (5) |
Artera Services, LLC | Construction & Engineering | Fixed Rate Bond | | | 8.50% | | 2/15/2031 | | 12,660 | | 12,660 | | 12,545 | | |
ASP-R-PAC Acquisition Co LLC | Paper & Plastic Packaging Products & Materials | First Lien Term Loan | SOFR+ | 6.00% | 10.66% | | 12/29/2027 | | 4,812 | | 4,760 | | 4,581 | | (5)(8)(10) |
ASP-R-PAC Acquisition Co LLC | Paper & Plastic Packaging Products & Materials | First Lien Revolver | SOFR+ | 6.00% | 11.29% | | 12/29/2027 | | 341 | | 334 | | 313 | | (5)(8)(9)(10) |
Astra Acquisition Corp. | Application Software | First Lien Term Loan | SOFR+ | 6.75% | 11.35% | | 2/25/2028 | | 5,244 | | 5,184 | | 4,348 | | (5) |
Astra Acquisition Corp. | Application Software | First Lien Term Loan | SOFR+ | 5.25% | | | 10/25/2028 | | 8,316 | | 6,514 | | 2,391 | | (5)(8)(12) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
September 30, 2024
(dollar amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Asurion, LLC | Property & Casualty Insurance | First Lien Term Loan | SOFR+ | 4.00% | 8.95% | | 8/19/2028 | | $ | 24,599 | | $ | 24,298 | | $ | 24,235 | | (5) |
Asurion, LLC | Property & Casualty Insurance | First Lien Term Loan | SOFR+ | 4.25% | 9.20% | | 8/19/2028 | | 45,014 | | 44,154 | | 44,419 | | (5) |
athenahealth Group Inc. | Health Care Technology | First Lien Term Loan | SOFR+ | 3.25% | | | 2/15/2029 | | — | | — | | — | | (5) |
athenahealth Group Inc. | Health Care Technology | Fixed Rate Bond | | | 6.50% | | 2/15/2030 | | 22,979 | | 20,693 | | 22,092 | | |
athenahealth Group Inc. | Health Care Technology | Preferred Equity | | | | | | 5,809 | | | 5,693 | | 6,565 | | (8) |
Aurelia Netherlands Midco 2 B.V. | Interactive Media & Services | First Lien Term Loan | E+ | 5.75% | 9.55% | | 5/29/2031 | | € | 49,005 | | 51,988 | | 53,686 | | (5)(8)(10) |
Avalara, Inc. | Application Software | First Lien Term Loan | SOFR+ | 6.25% | 10.85% | | 10/19/2028 | | $ | 19,029 | | 18,708 | | 19,029 | | (5)(8) |
Avalara, Inc. | Application Software | First Lien Revolver | SOFR+ | 6.25% | | | 10/19/2028 | | — | | (32) | | — | | (5)(8)(9) |
Bain Capital Credit CLO 2022-3 | Multi-Sector Holdings | CLO Notes | SOFR+ | 3.70% | 8.99% | | 7/17/2035 | | 3,500 | | 3,375 | | 3,506 | | (5)(10) |
Bain Capital Credit CLO, Limited | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.54% | 12.82% | | 4/20/2034 | | 1,750 | | 1,733 | | 1,765 | | (5)(10) |
Bain Capital Euro CLO 2021-2 | Multi-Sector Holdings | CLO Notes | E+ | 3.40% | 7.06% | | 7/17/2034 | | € | 1,210 | | 1,250 | | 1,343 | | (5)(10) |
Ballyrock CLO 19 | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.11% | 12.39% | | 4/20/2035 | | $ | 2,220 | | 2,223 | | 2,196 | | (5)(10) |
Bamboo US Bidco LLC | Health Care Equipment | First Lien Term Loan | SOFR+ | 6.75% | 8.63% | 3.38% | 9/30/2030 | | 1,884 | | 1,798 | | 1,826 | | (5)(8)(9) |
Bamboo US Bidco LLC | Health Care Equipment | First Lien Term Loan | SOFR+ | 6.75% | 8.63% | 3.38% | 9/30/2030 | | 25,418 | | 24,782 | | 25,037 | | (5)(8) |
Bamboo US Bidco LLC | Health Care Equipment | First Lien Term Loan | E+ | 6.75% | 7.01% | 3.38% | 9/30/2030 | | € | 15,815 | | 16,337 | | 17,385 | | (5)(8) |
Bamboo US Bidco LLC | Health Care Equipment | First Lien Revolver | SOFR+ | 6.75% | | | 10/1/2029 | | $ | — | | (130) | | (78) | | (5)(8)(9)(10) |
Bausch + Lomb Corporation | Health Care Supplies | First Lien Term Loan | SOFR+ | 3.25% | 8.27% | | 5/10/2027 | | 60,306 | | 59,631 | | 60,164 | | (5)(10) |
BioXcel Therapeutics, Inc. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 7.50% | | | 4/19/2027 | | — | | — | | — | | (5)(8)(9)(10) |
BioXcel Therapeutics, Inc. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 7.50% | | | 4/19/2027 | | — | | — | | — | | (5)(8)(9)(10) |
BioXcel Therapeutics, Inc. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 7.50% | | | 4/19/2027 | | — | | — | | — | | (5)(8)(9)(10) |
BioXcel Therapeutics, Inc. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 7.50% | 8.00% | 4.10% | 4/19/2027 | | 3,366 | | 3,296 | | 2,987 | | (5)(8)(10) |
BioXcel Therapeutics, Inc. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 7.50% | 8.00% | 4.10% | 4/19/2027 | | 1,396 | | 1,395 | | 1,239 | | (5)(8)(10) |
BioXcel Therapeutics, Inc. | Pharmaceuticals | Warrants | | | | | | 15,566 | | | 74 | | 5 | | (8)(10) |
BioXcel Therapeutics, Inc. | Pharmaceuticals | Warrants | | | | | | 4,471 | | | — | | 1 | | (8)(10) |
Biscuit Parent, LLC | Application Software | First Lien Term Loan | SOFR+ | 4.75% | 9.35% | | 2/27/2031 | | 49,875 | | 49,127 | | 49,576 | | (5)(8) |
Biscuit Parent, LLC | Application Software | First Lien Revolver | SOFR+ | 4.75% | | | 2/27/2031 | | — | | (225) | | (90) | | (5)(8)(9) |
Blackhawk Network Holdings, Inc. | Data Processing & Outsourced Services | First Lien Term Loan | SOFR+ | 5.00% | 9.85% | | 3/12/2029 | | 56,900 | | 55,825 | | 57,220 | | (5) |
BMC Software Inc | Systems Software | First Lien Term Loan | SOFR+ | 3.75% | 9.01% | | 7/30/2031 | | 30,000 | | 29,925 | | 29,976 | | (5) |
Canyon CLO 2020-3 | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.15% | 12.39% | | 10/15/2037 | | 5,490 | | 5,490 | | 5,519 | | (5)(10) |
Carlyle Euro CLO 2021-2 | Multi-Sector Holdings | CLO Notes | E+ | 3.30% | 6.99% | | 10/15/2035 | | € | 1,400 | | 1,382 | | 1,564 | | (5)(10) |
CBAM 2017-2, LTD. | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.36% | 12.65% | | 7/17/2034 | | $ | 488 | | 457 | | 462 | | (5)(10) |
CD&R Firefly Bidco Limited | Other Specialty Retail | First Lien Term Loan | SONIA+ | 5.50% | 10.45% | | 6/21/2028 | | £ | 26,657 | | 32,542 | | 35,812 | | (5)(10) |
CD&R Firefly Bidco Limited | Other Specialty Retail | First Lien Term Loan | SONIA+ | 5.75% | 10.95% | | 6/21/2028 | | 18,365 | | 22,921 | | 24,655 | | (5)(10) |
Centralsquare Technologies, LLC | Application Software | First Lien Term Loan | SOFR+ | 6.50% | 8.10% | 3.50% | 4/12/2030 | | $ | 30,173 | | 29,489 | | 29,854 | | (5)(8) |
Centralsquare Technologies, LLC | Application Software | First Lien Revolver | SOFR+ | 6.00% | | | 4/12/2030 | | — | | (78) | | (36) | | (5)(8)(9) |
CIFC European Funding VI | Multi-Sector Holdings | CLO Notes | E+ | 5.96% | 9.38% | | 10/15/2037 | | € | 2,500 | | 2,726 | | 2,740 | | (5)(10) |
Clear Channel Outdoor Holdings, Inc. | Advertising | First Lien Term Loan | SOFR+ | 4.00% | 8.96% | | 8/21/2028 | | $ | 14,000 | | 13,983 | | 13,988 | | (5)(10) |
Cloud Software Group, Inc. | Application Software | First Lien Term Loan | SOFR+ | 4.50% | 9.10% | | 3/21/2031 | | 20,000 | | 19,850 | | 20,078 | | (5) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
September 30, 2024
(dollar amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Cloud Software Group, Inc. | Application Software | First Lien Term Loan | SOFR+ | 4.00% | 8.60% | | 3/30/2029 | | $ | 28,488 | | $ | 27,176 | | $ | 28,405 | | (5) |
Cloud Software Group, Inc. | Application Software | Fixed Rate Bond | | | 6.50% | | 3/31/2029 | | 8,874 | | 8,141 | | 8,837 | | |
Colony Holding Corporation | Distributors | First Lien Term Loan | SOFR+ | 6.60% | 11.66% | | 5/13/2026 | | 3,900 | | 3,859 | | 3,850 | | (5)(8) |
Colony Holding Corporation | Distributors | First Lien Term Loan | SOFR+ | 6.60% | 11.85% | | 5/13/2026 | | 11,995 | | 11,817 | | 11,841 | | (5)(8) |
Condor Merger Sub Inc. | Systems Software | Fixed Rate Bond | | | 7.38% | | 2/15/2030 | | 32,277 | | 30,055 | | 31,513 | | |
CoreRx, Inc. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 7.50% | 12.10% | | 4/6/2029 | | 18,328 | | 17,914 | | 17,916 | | (5)(8) |
Coupa Holdings, LLC | Application Software | First Lien Term Loan | SOFR+ | 5.50% | 10.75% | | 2/27/2030 | | 13,430 | | 13,170 | | 13,430 | | (5)(8) |
Coupa Holdings, LLC | Application Software | First Lien Term Loan | SOFR+ | 5.50% | | | 2/27/2030 | | — | | (15) | | — | | (5)(8)(9) |
Coupa Holdings, LLC | Application Software | First Lien Revolver | SOFR+ | 5.50% | | | 2/27/2029 | | — | | (17) | | — | | (5)(8)(9) |
Covetrus, Inc. | Health Care Distributors | First Lien Term Loan | SOFR+ | 5.00% | 9.60% | | 10/13/2029 | | 22,830 | | 21,866 | | 21,703 | | (5) |
Crewline Buyer, Inc. | Systems Software | First Lien Term Loan | SOFR+ | 6.75% | 11.35% | | 11/8/2030 | | 43,911 | | 42,954 | | 43,287 | | (5)(8) |
Crewline Buyer, Inc. | Systems Software | First Lien Revolver | SOFR+ | 6.75% | | | 11/8/2030 | | — | | (100) | | (65) | | (5)(8)(9) |
Curium Bidco S.à.r.l. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 4.00% | | | 7/31/2029 | | — | | — | | — | | (5)(10) |
CVAUSA Management, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 6.50% | 11.79% | | 5/22/2029 | | 21,651 | | 21,337 | | 21,597 | | (5)(8) |
CVAUSA Management, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 6.50% | | | 5/22/2029 | | — | | (100) | | (8) | | (5)(8)(9) |
CVAUSA Management, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 6.50% | | | 5/22/2029 | | — | | (154) | | (20) | | (5)(8)(9) |
CVAUSA Management, LLC | Health Care Services | First Lien Revolver | SOFR+ | 6.50% | | | 5/22/2029 | | — | | (59) | | (6) | | (5)(8)(9) |
CVC Cordatus Loan Fund XXXI | Multi-Sector Holdings | CLO Notes | E+ | 6.64% | 10.25% | | 6/15/2037 | | € | 5,000 | | 5,303 | | 5,613 | | (5)(10) |
Dealer Tire Financial, LLC | Distributors | Fixed Rate Bond | | | 8.00% | | 2/1/2028 | | $ | 12,920 | | 12,719 | | 12,873 | | |
Delta Leasing SPV II LLC | Specialized Finance | Subordinated Debt Term Loan | | | 8.00% | 3.00% | 8/31/2029 | | 26,961 | | 26,961 | | 26,961 | | (8)(9)(10) |
Delta Leasing SPV II LLC | Specialized Finance | Subordinated Debt Term Loan | | | 3.00% | 7.00% | 8/31/2029 | | 27,099 | | 27,099 | | 27,099 | | (8)(10) |
Delta Leasing SPV II LLC | Specialized Finance | Preferred Equity | | | | | | 330 | | | 330 | | 418 | | (8)(10) |
Delta Leasing SPV II LLC | Specialized Finance | Common Stock | | | | | | 2 | | | 2 | | 2 | | (8)(10) |
Delta Leasing SPV II LLC | Specialized Finance | Warrants | | | | | | 25 | | | — | | — | | (8)(10) |
DirecTV Financing, LLC | Cable & Satellite | First Lien Term Loan | SOFR+ | 5.00% | 9.96% | | 8/2/2027 | | 1,831 | | 1,815 | | 1,834 | | (5) |
DirecTV Financing, LLC | Cable & Satellite | First Lien Term Loan | SOFR+ | 5.25% | 10.21% | | 8/2/2029 | | 19,540 | | 19,085 | | 19,271 | | (5) |
DTI Holdco, Inc. | Research & Consulting Services | First Lien Term Loan | SOFR+ | 4.75% | 9.60% | | 4/26/2029 | | 37,907 | | 36,858 | | 38,103 | | (5) |
Dukes Root Control Inc. | Environmental & Facilities Services | First Lien Term Loan | SOFR+ | 6.50% | 11.93% | | 12/8/2028 | | 1,049 | | 1,036 | | 1,038 | | (5)(8) |
Dukes Root Control Inc. | Environmental & Facilities Services | First Lien Term Loan | SOFR+ | 6.50% | 11.71% | | 12/8/2028 | | 11,685 | | 11,502 | | 11,561 | | (5)(8) |
Dukes Root Control Inc. | Environmental & Facilities Services | First Lien Revolver | SOFR+ | 6.50% | 11.93% | | 12/8/2028 | | 598 | | 575 | | 582 | | (5)(8)(9) |
Eagle Parent Corp. | Diversified Support Services | First Lien Term Loan | SOFR+ | 4.25% | 9.55% | | 4/2/2029 | | 5,225 | | 5,194 | | 4,968 | | (5) |
Engineering Research And Consulting LLC | Construction & Engineering | First Lien Term Loan | SOFR+ | 5.00% | 10.06% | | 8/29/2031 | | 31,980 | | 31,450 | | 31,780 | | (5)(8) |
Entrata, Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.75% | 10.67% | | 7/10/2030 | | 45,261 | | 44,328 | | 45,261 | | (5)(8) |
Entrata, Inc. | Application Software | First Lien Revolver | SOFR+ | 5.75% | | | 7/10/2028 | | — | | (98) | | — | | (5)(8)(9) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
September 30, 2024
(dollar amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Enverus Holdings, Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.50% | 10.35% | | 12/24/2029 | | $ | 53,899 | | $ | 53,195 | | $ | 53,899 | | (5)(8) |
Enverus Holdings, Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.50% | | | 12/24/2029 | | — | | (35) | | — | | (5)(8)(9) |
Enverus Holdings, Inc. | Application Software | First Lien Revolver | SOFR+ | 5.50% | 10.35% | | 12/24/2029 | | 263 | | 209 | | 263 | | (5)(8)(9) |
Establishment Labs Holdings Inc. | Health Care Technology | First Lien Term Loan | | | 9.00% | | 4/21/2027 | | 1,832 | | 1,815 | | 1,832 | | (8)(10) |
Establishment Labs Holdings Inc. | Health Care Technology | First Lien Term Loan | | | 9.00% | | 4/21/2027 | | — | | 1 | | — | | (8)(9)(10) |
Establishment Labs Holdings Inc. | Health Care Technology | First Lien Term Loan | | | 9.00% | | 4/21/2027 | | — | | 1 | | — | | (8)(9)(10) |
Establishment Labs Holdings Inc. | Health Care Technology | First Lien Term Loan | | | 9.00% | | 4/21/2027 | | 11,437 | | 11,357 | | 11,437 | | (8)(10) |
Everbridge, Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.00% | 10.30% | | 7/2/2031 | | 7,739 | | 7,670 | | 7,693 | | (5)(8)(9) |
Everbridge, Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.00% | 10.33% | | 7/2/2031 | | 78,956 | | 78,561 | | 78,593 | | (5)(8) |
Everbridge, Inc. | Application Software | First Lien Revolver | SOFR+ | 5.00% | | | 7/2/2031 | | — | | (39) | | (36) | | (5)(8)(9) |
Evergreen IX Borrower 2023, LLC | Application Software | First Lien Term Loan | SOFR+ | 4.75% | 9.35% | | 9/30/2030 | | 36,034 | | 35,262 | | 35,727 | | (5)(8) |
Evergreen IX Borrower 2023, LLC | Application Software | First Lien Term Loan | SOFR+ | 4.75% | 9.35% | | 9/30/2030 | | 9,097 | | 9,006 | | 9,020 | | (5)(8) |
Evergreen IX Borrower 2023, LLC | Application Software | First Lien Revolver | SOFR+ | 4.75% | | | 10/1/2029 | | — | | (83) | | (34) | | (5)(8)(9) |
Eyesouth Eye Care Holdco LLC | Health Care Services | First Lien Term Loan | SOFR+ | 5.50% | 10.80% | | 10/5/2029 | | 3,207 | | 3,149 | | 3,146 | | (5)(8) |
Eyesouth Eye Care Holdco LLC | Health Care Services | First Lien Term Loan | SOFR+ | 5.50% | | | 10/5/2029 | | — | | (48) | | (92) | | (5)(8)(9) |
Eyesouth Eye Care Holdco LLC | Health Care Services | Common Stock | | | | | | 885 | | | 885 | | 830 | | (8)(14) |
Fiesta Purchaser, Inc. | Packaged Foods & Meats | First Lien Term Loan | SOFR+ | 4.00% | 8.85% | | 2/12/2031 | | 9,975 | | 9,875 | | 9,994 | | (5) |
Fiesta Purchaser, Inc. | Packaged Foods & Meats | Fixed Rate Bond | | | 7.88% | | 3/1/2031 | | 7,940 | | 7,940 | | 8,431 | | |
Finastra USA, Inc. | Application Software | First Lien Term Loan | SOFR+ | 7.25% | 12.18% | | 9/13/2029 | | 43,513 | | 42,795 | | 42,908 | | (5)(8)(10) |
Finastra USA, Inc. | Application Software | First Lien Revolver | SOFR+ | 7.25% | 12.18% | | 9/13/2029 | | 2,102 | | 2,027 | | 2,039 | | (5)(8)(9)(10) |
Fortress Credit BSL XIV | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.65% | 12.93% | | 10/23/2034 | | 2,300 | | 2,081 | | 2,285 | | (5)(10) |
Fortress Credit BSL XIX | Multi-Sector Holdings | CLO Notes | SOFR+ | 8.37% | 13.65% | | 7/24/2036 | | 6,750 | | 6,856 | | 6,930 | | (5)(10) |
Fortress Credit BSL XV | Multi-Sector Holdings | CLO Notes | SOFR+ | 4.75% | 10.03% | | 10/18/2033 | | 5,000 | | 5,000 | | 4,989 | | (5)(10) |
Fortress Credit BSL XX | Multi-Sector Holdings | CLO Notes | SOFR+ | 8.51% | 13.79% | | 1/23/2037 | | 5,250 | | 5,356 | | 5,456 | | (5)(10) |
Fortress Credit BSL XXV | Multi-Sector Holdings | CLO Notes | SOFR+ | 4.30% | 9.62% | | 7/24/2037 | | 2,250 | | 2,250 | | 2,283 | | (5)(10) |
Galileo Parent, Inc. | Aerospace & Defense | First Lien Term Loan | SOFR+ | 7.25% | 11.85% | | 5/3/2029 | | 20,074 | | 19,614 | | 20,074 | | (5)(8) |
Galileo Parent, Inc. | Aerospace & Defense | First Lien Revolver | SOFR+ | 7.25% | 11.85% | | 5/3/2029 | | 2,195 | | 2,090 | | 2,163 | | (5)(8)(9) |
Gallatin CLO X 2023-1 | Multi-Sector Holdings | CLO Notes | SOFR+ | 5.41% | 10.71% | | 10/14/2035 | | 5,000 | | 4,913 | | 5,094 | | (5)(10) |
Global Aircraft Leasing Co Ltd | Trading Companies & Distributors | Fixed Rate Bond | | | 8.75% | | 9/1/2027 | | 60,841 | | 60,841 | | 61,815 | | (10) |
Greenway Health, LLC | Health Care Technology | First Lien Term Loan | SOFR+ | 6.75% | 12.01% | | 4/1/2029 | | 24,875 | | 24,239 | | 24,875 | | (5)(8) |
Grove Hotel Parcel Owner, LLC | Hotels, Resorts & Cruise Lines | First Lien Term Loan | SOFR+ | 8.00% | 12.95% | | 6/21/2027 | | 3,537 | | 3,498 | | 3,466 | | (5)(8) |
Grove Hotel Parcel Owner, LLC | Hotels, Resorts & Cruise Lines | First Lien Term Loan | SOFR+ | 8.00% | 12.95% | | 6/21/2027 | | 17,330 | | 17,142 | | 16,984 | | (5)(8) |
Grove Hotel Parcel Owner, LLC | Hotels, Resorts & Cruise Lines | First Lien Revolver | SOFR+ | 8.00% | | | 6/21/2027 | | — | | (19) | | (35) | | (5)(8)(9) |
Harbor Purchaser Inc. | Education Services | First Lien Term Loan | SOFR+ | 5.25% | 10.20% | | 4/9/2029 | | 6,170 | | 5,971 | | 6,017 | | (5) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
September 30, 2024
(dollar amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Harrow, Inc. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 6.50% | | | 1/19/2026 | | $ | — | | $ | (50) | | $ | 65 | | (5)(8)(9)(10) |
Harrow, Inc. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 6.50% | 11.25% | | 1/19/2026 | | 1,792 | | 1,769 | | 1,819 | | (5)(8)(10) |
Harrow, Inc. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 6.50% | 11.25% | | 1/19/2026 | | 9,319 | | 9,211 | | 9,459 | | (5)(8)(10) |
Henley CLO II | Multi-Sector Holdings | CLO Notes | E+ | 5.71% | 9.40% | | 1/25/2034 | | € | 3,200 | | 3,495 | | 3,586 | | (5)(10) |
HPS Loan Management 10-2016 | Multi-Sector Holdings | CLO Notes | SOFR+ | 6.67% | 11.95% | | 4/20/2034 | | $ | 2,250 | | 2,136 | | 2,264 | | (5)(10) |
Husky Injection Molding Systems Ltd. | Industrial Machinery & Supplies & Components | Fixed Rate Bond | | | 9.00% | | 2/15/2029 | | 6,142 | | 6,142 | | 6,417 | | (10) |
Husky Injection Molding Systems Ltd. | Industrial Machinery & Supplies & Components | First Lien Term Loan | SOFR+ | 5.00% | 10.33% | | 2/15/2029 | | 33,097 | | 32,730 | | 32,977 | | (5)(10) |
IAMGOLD Corporation | Gold | Second Lien Term Loan | SOFR+ | 8.25% | 13.37% | | 5/16/2028 | | 28,394 | | 27,777 | | 29,672 | | (5)(8)(10) |
Icefall Parent, Inc. | Application Software | First Lien Term Loan | SOFR+ | 6.50% | 11.35% | | 1/25/2030 | | 27,948 | | 27,453 | | 27,750 | | (5)(8) |
Icefall Parent, Inc. | Application Software | First Lien Revolver | SOFR+ | 6.50% | | | 1/25/2030 | | — | | (47) | | (19) | | (5)(8)(9) |
iCIMs, Inc. | Application Software | First Lien Term Loan | SOFR+ | 6.25% | | | 8/18/2028 | | — | | — | | — | | (5)(8)(9) |
iCIMs, Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.75% | 10.67% | | 8/18/2028 | | 16,302 | | 16,140 | | 15,793 | | (5)(8) |
iCIMs, Inc. | Application Software | First Lien Term Loan | SOFR+ | 6.25% | 11.17% | | 8/18/2028 | | 2,325 | | 2,298 | | 2,290 | | (5)(8) |
iCIMs, Inc. | Application Software | First Lien Revolver | SOFR+ | 5.75% | 10.67% | | 8/18/2028 | | 490 | | 417 | | 388 | | (5)(8)(9) |
Innocoll Pharmaceuticals Limited | Health Care Technology | Warrants | | | | | | 57,693 | | | 85 | | — | | (8)(10) |
Integrity Marketing Acquisition, LLC | Insurance Brokers | First Lien Term Loan | SOFR+ | 5.00% | | | 8/28/2028 | | — | | (201) | | (198) | | (5)(8)(9) |
Integrity Marketing Acquisition, LLC | Insurance Brokers | First Lien Term Loan | SOFR+ | 5.00% | 10.08% | | 8/25/2028 | | 58,184 | | 57,616 | | 57,602 | | (5)(8) |
Integrity Marketing Acquisition, LLC | Insurance Brokers | First Lien Revolver | SOFR+ | 5.00% | | | 8/28/2028 | | — | | (75) | | (77) | | (5)(8)(9) |
Inventus Power, Inc. | Electrical Components & Equipment | First Lien Term Loan | SOFR+ | 7.50% | 12.46% | | 6/30/2025 | | 43,326 | | 43,060 | | 42,347 | | (5)(8) |
Inventus Power, Inc. | Electrical Components & Equipment | First Lien Revolver | SOFR+ | 7.50% | | | 6/30/2025 | | — | | (55) | | (112) | | (5)(8)(9) |
IW Buyer LLC | Electrical Components & Equipment | First Lien Term Loan | SOFR+ | 5.00% | 9.70% | | 6/28/2029 | | 6,118 | | 6,057 | | 6,061 | | (5)(8) |
IW Buyer LLC | Electrical Components & Equipment | First Lien Term Loan | SOFR+ | 5.00% | 9.70% | | 6/28/2029 | | 35,595 | | 34,834 | | 35,264 | | (5)(8) |
IW Buyer LLC | Electrical Components & Equipment | First Lien Revolver | SOFR+ | 5.00% | | | 6/28/2029 | | — | | (160) | | (70) | | (5)(8)(9) |
Janus Bidco Limited | Application Software | First Lien Term Loan | SONIA+ | 6.00% | | | 4/25/2031 | | — | | (197) | | (25) | | (5)(8)(9)(10) |
Janus Bidco Limited | Application Software | First Lien Term Loan | SONIA+ | 6.00% | 11.04% | | 4/25/2031 | | £ | 2,439 | | 2,998 | | 3,226 | | (5)(8)(10) |
Janus Bidco Limited | Application Software | First Lien Term Loan | SOFR+ | 6.00% | 11.29% | | 4/25/2031 | | $ | 54,214 | | 52,936 | | 53,450 | | (5)(8)(10) |
JN Bidco LLC | Health Care Technology | Common Stock | | | | | | | — | | 3,596 | | 3,596 | | (8) |
Kings Buyer, LLC | Environmental & Facilities Services | First Lien Term Loan | SOFR+ | 5.00% | 10.68% | | 10/29/2027 | | 4,754 | | 4,706 | | 4,689 | | (5)(8) |
Kings Buyer, LLC | Environmental & Facilities Services | First Lien Term Loan | SOFR+ | 5.00% | 9.95% | | 10/29/2027 | | 58,402 | | 57,744 | | 57,608 | | (5)(8) |
Kings Buyer, LLC | Environmental & Facilities Services | First Lien Revolver | PRIME+ | 4.00% | 12.00% | | 10/29/2027 | | 266 | | 259 | | 257 | | (5)(8)(9) |
Kings Buyer, LLC | Environmental & Facilities Services | First Lien Revolver | PRIME+ | 4.00% | 12.50% | | 10/29/2027 | | 1,954 | | 1,899 | | 1,887 | | (5)(8)(9) |
LABL, Inc. | Office Services & Supplies | First Lien Term Loan | SOFR+ | 5.00% | 9.95% | | 10/29/2028 | | 42,297 | | 41,568 | | 41,427 | | (5) |
Latam Airlines Group S.A. | Passenger Airlines | First Lien Term Loan | SOFR+ | 9.50% | 14.95% | | 10/12/2027 | | 11,911 | | 11,285 | | 12,093 | | (5)(10) |
Learfield Communications, LLC | Movies & Entertainment | First Lien Term Loan | SOFR+ | 5.50% | 10.35% | | 6/30/2028 | | 40,002 | | 39,844 | | 40,011 | | (5) |
Legends Hospitality Holding Company, LLC | Specialized Consumer Services | First Lien Term Loan | SOFR+ | 5.00% | | | 8/22/2031 | | — | | (32) | | (32) | | (5)(8)(9) |
Legends Hospitality Holding Company, LLC | Specialized Consumer Services | First Lien Term Loan | SOFR+ | 5.00% | 10.13% | | 8/22/2031 | | 55,650 | | 54,555 | | 54,570 | | (5)(8) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
September 30, 2024
(dollar amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Legends Hospitality Holding Company, LLC | Specialized Consumer Services | First Lien Revolver | SOFR+ | 5.00% | | | 8/22/2030 | | — | | $ | (128) | | $ | (127) | | (5)(8)(9) |
LSL Holdco, LLC | Health Care Distributors | First Lien Term Loan | SOFR+ | 6.00% | 10.95% | | 1/31/2028 | | $ | 1,037 | | 990 | | 972 | | (5)(8) |
LSL Holdco, LLC | Health Care Distributors | First Lien Term Loan | SOFR+ | 6.00% | 10.95% | | 1/31/2028 | | 8,906 | | 8,807 | | 8,349 | | (5)(8) |
LSL Holdco, LLC | Health Care Distributors | First Lien Revolver | SOFR+ | 6.00% | 10.95% | | 1/31/2028 | | 771 | | 760 | | 708 | | (5)(8)(9) |
LTI Holdings Inc | Electronic Components | First Lien Term Loan | SOFR+ | 4.75% | 9.60% | | 7/29/2029 | | 29,269 | | 28,843 | | 28,826 | | (5)(10) |
M2S Group Intermediate Holdings Inc | Multi-Sector Holdings | First Lien Term Loan | SOFR+ | 4.75% | 9.85% | | 8/25/2031 | | 38,493 | | 36,207 | | 37,050 | | (5) |
Madison Park Euro Funding XIV | Multi-Sector Holdings | CLO Notes | E+ | 3.60% | 7.29% | | 7/15/2032 | | € | 6,450 | | 6,780 | | 7,209 | | (5)(10) |
Madison Park Funding LXIII | Multi-Sector Holdings | CLO Notes | SOFR+ | 5.50% | 10.78% | | 4/21/2035 | | $ | 5,000 | | 5,000 | | 5,088 | | (5)(10) |
Marble Point CLO XVII | Multi-Sector Holdings | CLO Notes | SOFR+ | 3.65% | 10.53% | | 7/20/2037 | | 3,000 | | 3,000 | | 3,003 | | (5)(10) |
Mauser Packaging Solutions Holding Co | Metal, Glass & Plastic Containers | Fixed Rate Bond | | | 7.88% | | 4/15/2027 | | 12,500 | | 12,360 | | 12,930 | | |
Mesoblast, Inc. | Biotechnology | First Lien Term Loan | | | 9.75% | | 11/19/2026 | | 1,956 | | 1,878 | | 1,882 | | (8)(10) |
Mesoblast, Inc. | Biotechnology | Warrants | | | | | | 8,529 | | | — | | 39 | | (8)(10) |
Mesoblast, Inc. | Biotechnology | Warrants | | | | | | 33,174 | | | 152 | | 106 | | (8)(10) |
MHE Intermediate Holdings, LLC | Diversified Support Services | First Lien Term Loan | SOFR+ | 6.00% | 11.40% | | 7/21/2027 | | 5,232 | | 5,128 | | 5,161 | | (5)(8) |
MHE Intermediate Holdings, LLC | Diversified Support Services | First Lien Term Loan | SOFR+ | 6.25% | 11.65% | | 7/21/2027 | | 1,015 | | 998 | | 1,002 | | (5)(8) |
Microf Funding V LLC | Consumer Finance | First Lien Term Loan | SOFR+ | 6.58% | 11.43% | | 6/3/2027 | | 14,239 | | 14,086 | | 13,952 | | (5)(8)(9)(10) |
Minotaur Acquisition, Inc. | Financial Exchanges & Data | First Lien Term Loan | SOFR+ | 5.00% | | | 6/3/2030 | | — | | (70) | | (64) | | (5)(8)(9)(10) |
Minotaur Acquisition, Inc. | Financial Exchanges & Data | First Lien Term Loan | SOFR+ | 5.00% | 9.85% | | 6/3/2030 | | 6,958 | | 6,819 | | 6,841 | | (5)(8)(10) |
Minotaur Acquisition, Inc. | Financial Exchanges & Data | First Lien Term Loan | SOFR+ | 5.00% | 9.85% | | 6/3/2030 | | 41,754 | | 40,965 | | 41,019 | | (5)(8)(10) |
Minotaur Acquisition, Inc. | Financial Exchanges & Data | First Lien Revolver | SOFR+ | 5.00% | | | 6/3/2030 | | — | | (79) | | (70) | | (5)(8)(9)(10) |
Mitchell International Inc | Application Software | Second Lien Term Loan | SOFR+ | 5.25% | 10.10% | | 6/17/2032 | | 27,135 | | 27,065 | | 26,717 | | (5) |
Mitchell International Inc | Application Software | First Lien Term Loan | SOFR+ | 3.25% | 8.10% | | 6/17/2031 | | 17,100 | | 17,015 | | 16,870 | | (5) |
Modena Buyer LLC | Application Software | First Lien Term Loan | SOFR+ | 4.50% | 9.10% | | 7/1/2031 | | 44,741 | | 43,875 | | 42,938 | | (5) |
Monotype Imaging Holdings Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.50% | | | 2/28/2031 | | — | | (45) | | — | | (5)(8)(9) |
Monotype Imaging Holdings Inc. | Application Software | First Lien Term Loan | SOFR+ | 5.50% | 10.56% | | 2/28/2031 | | 72,108 | | 71,027 | | 72,108 | | (5)(8) |
Monotype Imaging Holdings Inc. | Application Software | First Lien Revolver | SOFR+ | 5.50% | | | 2/28/2030 | | — | | (122) | | — | | (5)(8)(9) |
MRI Software LLC | Application Software | First Lien Term Loan | SOFR+ | 4.75% | 9.35% | | 2/10/2027 | | 26,902 | | 26,610 | | 26,641 | | (5)(8) |
MRI Software LLC | Application Software | First Lien Term Loan | SOFR+ | 4.75% | 9.35% | | 2/10/2027 | | 1,570 | | 1,530 | | 1,508 | | (5)(8)(9) |
MRI Software LLC | Application Software | First Lien Term Loan | SOFR+ | 4.75% | 9.35% | | 2/10/2027 | | 7,127 | | 7,122 | | 7,058 | | (5)(8) |
MRI Software LLC | Application Software | First Lien Term Loan | SOFR+ | 4.75% | 9.35% | | 2/10/2027 | | 29,785 | | 29,441 | | 29,496 | | (5)(8) |
MRI Software LLC | Application Software | First Lien Revolver | SOFR+ | 4.75% | | | 2/10/2027 | | — | | (35) | | (57) | | (5)(8)(9) |
Neptune Platform Buyer, LLC | Aerospace & Defense | First Lien Term Loan | SOFR+ | 5.25% | | | 1/19/2031 | | — | | (13) | | (137) | | (5)(8)(9) |
Neptune Platform Buyer, LLC | Aerospace & Defense | First Lien Term Loan | SOFR+ | 5.25% | 10.58% | | 1/19/2031 | | 30,823 | | 30,360 | | 30,206 | | (5)(8) |
Next Holdco, LLC | Health Care Technology | First Lien Term Loan | SOFR+ | 6.00% | | | 11/12/2030 | | — | | (90) | | — | | (5)(8)(9) |
Next Holdco, LLC | Health Care Technology | First Lien Term Loan | SOFR+ | 6.00% | 11.06% | | 11/12/2030 | | 46,391 | | 45,695 | | 46,391 | | (5)(8) |
Next Holdco, LLC | Health Care Technology | First Lien Revolver | SOFR+ | 6.00% | | | 11/9/2029 | | — | | (67) | | — | | (5)(8)(9) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
September 30, 2024
(dollar amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
NFM & J, L.P. | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.75% | 10.59% | | 11/10/2029 | | $ | 410 | | $ | 286 | | $ | 187 | | (5)(8)(9) |
NFM & J, L.P. | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.75% | 10.96% | | 11/10/2029 | | 22,133 | | 21,691 | | 21,735 | | (5)(8) |
NFM & J, L.P. | Diversified Support Services | First Lien Revolver | SOFR+ | 5.75% | | | 11/10/2029 | | — | | (99) | | (89) | | (5)(8)(9) |
North Star Acquisitionco, LLC | Education Services | First Lien Term Loan | SOFR+ | 5.00% | | | 5/3/2029 | | — | | (16) | | (15) | | (5)(8)(9) |
North Star Acquisitionco, LLC | Education Services | First Lien Term Loan | SOFR+ | 5.00% | 9.60% | | 5/3/2029 | | 3,330 | | 3,279 | | 3,314 | | (5)(8)(9) |
North Star Acquisitionco, LLC | Education Services | First Lien Term Loan | SOFR+ | 5.00% | 9.60% | | 5/3/2029 | | 36,350 | | 35,795 | | 36,187 | | (5)(8) |
North Star Acquisitionco, LLC | Education Services | First Lien Term Loan | SONIA+ | 5.00% | 9.95% | | 5/3/2029 | | £ | 3,156 | | 3,931 | | 4,214 | | (5)(8) |
North Star Acquisitionco, LLC | Education Services | First Lien Term Loan | NIBOR+ | 5.00% | 9.75% | | 5/3/2029 | | kr | 69,157 | | 6,214 | | 6,536 | | (5)(8) |
North Star Acquisitionco, LLC | Education Services | First Lien Term Loan | SOFR+ | 5.00% | 9.60% | | 5/3/2029 | | $ | 27,986 | | 27,847 | | 27,861 | | (5)(8) |
North Star Acquisitionco, LLC | Education Services | First Lien Revolver | SOFR+ | 5.00% | 9.83% | | 5/3/2029 | | 738 | | 905 | | 963 | | (5)(8)(9) |
North Star Acquisitionco, LLC | Education Services | First Lien Revolver | SOFR+ | 5.00% | 9.67% | | 5/3/2029 | | 2,386 | | 2,319 | | 2,366 | | (5)(8)(9) |
Northwoods Capital 25 Ltd | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.40% | 12.68% | | 7/20/2034 | | 700 | | 682 | | 681 | | (5)(10) |
Northwoods Capital XV | Multi-Sector Holdings | CLO Notes | SOFR+ | 4.01% | 8.83% | | 6/20/2034 | | 4,000 | | 3,920 | | 4,011 | | (5)(10) |
Ocean Trails CLO XIV | Multi-Sector Holdings | CLO Notes | SOFR+ | 5.82% | 11.10% | | 1/20/2035 | | 1,000 | | 1,000 | | 1,015 | | (5)(10) |
Octagon 66 | Multi-Sector Holdings | CLO Notes | SOFR+ | 5.09% | 10.19% | | 11/16/2036 | | 3,000 | | 2,970 | | 3,096 | | (5)(10) |
OFSI BSL XIII CLO | Multi-Sector Holdings | CLO Notes | SOFR+ | 4.50% | 9.82% | | 4/20/2037 | | 5,000 | | 5,000 | | 5,013 | | (5)(10) |
OFSI Fund Ltd | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.48% | 12.76% | | 4/20/2034 | | 1,105 | | 1,048 | | 1,079 | | (5)(10) |
OneOncology, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 5.00% | 10.08% | | 6/10/2030 | | 11,272 | | 11,130 | | 11,100 | | (5)(8)(9) |
OneOncology, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 6.25% | 10.85% | | 6/10/2030 | | 8,561 | | 8,347 | | 8,561 | | (5)(8) |
OneOncology, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 6.25% | 10.85% | | 6/10/2030 | | 22,656 | | 22,196 | | 22,656 | | (5)(8) |
OneOncology, LLC | Health Care Services | First Lien Revolver | SOFR+ | 6.25% | | | 6/11/2029 | | — | | (89) | | — | | (5)(8)(9) |
Oranje Holdco, Inc. | Systems Software | First Lien Term Loan | SOFR+ | 7.25% | 12.50% | | 2/1/2029 | | 16,868 | | 16,562 | | 16,614 | | (5)(8) |
Oranje Holdco, Inc. | Systems Software | First Lien Term Loan | SOFR+ | 7.50% | 12.75% | | 2/1/2029 | | 15,746 | | 15,462 | | 15,746 | | (5)(8) |
Oranje Holdco, Inc. | Systems Software | First Lien Revolver | SOFR+ | 7.50% | | | 2/1/2029 | | — | | (36) | | — | | (5)(8)(9) |
OZLM XXIII Ltd | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.54% | 12.84% | | 4/15/2034 | | 1,000 | | 967 | | 1,000 | | (5)(10) |
Peraton Corp. | Aerospace & Defense | First Lien Term Loan | SOFR+ | 3.75% | 8.70% | | 2/1/2028 | | 18,666 | | 18,572 | | 18,003 | | (5) |
PetSmart LLC | Other Specialty Retail | First Lien Term Loan | SOFR+ | 3.75% | 8.70% | | 2/11/2028 | | 27,690 | | 27,362 | | 27,495 | | (5) |
PetVet Care Centers, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 6.00% | 10.85% | | 11/15/2030 | | 73,095 | | 71,816 | | 71,231 | | (5)(8) |
PetVet Care Centers, LLC | Health Care Services | First Lien Term Loan | SOFR+ | 6.00% | | | 11/15/2030 | | — | | (96) | | (149) | | (5)(8)(9) |
PetVet Care Centers, LLC | Health Care Services | First Lien Revolver | SOFR+ | 6.00% | | | 11/15/2029 | | — | | (164) | | (245) | | (5)(8)(9) |
PetVet Care Centers, LLC | Health Care Services | Preferred Equity | | | | | | 6,338 | | | 6,211 | | 7,025 | | (8) |
Pluralsight, LLC | Application Software | First Lien Term Loan | SOFR+ | 7.50% | | 12.62% | 8/22/2029 | | 4,976 | | 4,976 | | 4,976 | | (5)(8) |
Pluralsight, LLC | Application Software | First Lien Term Loan | SOFR+ | 4.50% | | | 8/22/2029 | | — | | — | | — | | (5)(8)(9) |
Pluralsight, LLC | Application Software | First Lien Term Loan | SOFR+ | 4.50% | 8.12% | 1.50% | 8/22/2029 | | 1,915 | | 1,915 | | 1,915 | | (5)(8) |
Pluralsight, LLC | Application Software | First Lien Term Loan | SOFR+ | 4.50% | 8.12% | 1.50% | 8/22/2029 | | 3,317 | | 3,317 | | 3,317 | | (5)(8) |
Pluralsight, LLC | Application Software | First Lien Revolver | SOFR+ | 4.50% | | | 8/22/2029 | | — | | — | | — | | (5)(8)(9) |
Pluralsight, LLC | Application Software | Common Stock | | | | | | 1,658,698 | | | 5,540 | | 5,540 | | (8) |
Poseidon Midco AB | Pharmaceuticals | First Lien Term Loan | E+ | 5.50% | | | 5/16/2031 | | € | — | | — | | — | | (5)(8)(9)(10) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
September 30, 2024
(dollar amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Poseidon Midco AB | Pharmaceuticals | First Lien Term Loan | E+ | 5.50% | 8.97% | | 5/16/2031 | | $ | 50,768 | | $ | 55,033 | | $ | 55,211 | | (5)(8)(10) |
PPW Aero Buyer, Inc. | Aerospace & Defense | First Lien Term Loan | SOFR+ | 5.50% | | | 2/15/2029 | | — | | (188) | | (336) | | (5)(8)(9) |
PPW Aero Buyer, Inc. | Aerospace & Defense | First Lien Term Loan | SOFR+ | 5.50% | 10.10% | | 2/15/2029 | | 13,382 | | 13,301 | | 13,202 | | (5)(8) |
PPW Aero Buyer, Inc. | Aerospace & Defense | First Lien Term Loan | SOFR+ | 6.50% | 11.35% | | 2/15/2029 | | 26,489 | | 25,716 | | 26,489 | | (5)(8) |
PPW Aero Buyer, Inc. | Aerospace & Defense | First Lien Revolver | SOFR+ | 5.50% | 11.35% | | 2/15/2029 | | 2,001 | | 1,744 | | 1,849 | | (5)(8)(9) |
Profrac Holdings II, LLC | Industrial Machinery & Supplies & Components | First Lien Floating Rate Bond | SOFR+ | 7.25% | 11.84% | | 1/23/2029 | | 65,934 | | 65,275 | | 65,360 | | (5)(8)(10) |
Project Accelerate Parent, LLC | Systems Software | First Lien Term Loan | SOFR+ | 5.25% | 10.54% | | 2/24/2031 | | 43,641 | | 43,204 | | 43,641 | | (5)(8) |
Project Accelerate Parent, LLC | Systems Software | First Lien Revolver | SOFR+ | 5.25% | | | 2/24/2031 | | — | | (63) | | — | | (5)(8)(9) |
Protein for Pets Opco, LLC | Packaged Foods & Meats | First Lien Term Loan | SOFR+ | 5.25% | 10.10% | | 9/20/2030 | | 63,573 | | 62,405 | | 62,359 | | (5)(8) |
Protein for Pets Opco, LLC | Packaged Foods & Meats | First Lien Revolver | SOFR+ | 5.25% | | | 9/20/2030 | | — | | (122) | | (127) | | (5)(8)(9) |
Quantum Bidco Limited | Food Distributors | First Lien Term Loan | SONIA+ | 5.50% | 10.73% | | 1/31/2028 | | £ | 9,861 | | 11,591 | | 12,929 | | (5)(8)(10) |
Quantum Bidco Limited | Food Distributors | First Lien Term Loan | SONIA+ | 5.50% | 10.70% | | 1/31/2028 | | 8,377 | | 10,047 | | 10,712 | | (5)(8)(9)(10) |
Renaissance Holding Corp. | Education Services | First Lien Term Loan | SOFR+ | 4.25% | 9.10% | | 4/5/2030 | | $ | 37,631 | | 37,154 | | 37,658 | | (5) |
Resistance Acquisition, Inc. | Pharmaceuticals | First Lien Term Loan | SOFR+ | 7.75% | 12.35% | | 9/21/2028 | | 18,387 | | 18,022 | | 18,203 | | (5)(8) |
Rockford Tower CLO 2024-1 | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.48% | 12.81% | | 4/20/2037 | | 2,500 | | 2,476 | | 2,564 | | (5)(10) |
RR 24 | Multi-Sector Holdings | CLO Notes | SOFR+ | 8.30% | 13.60% | | 1/15/2036 | | 2,750 | | 2,750 | | 2,776 | | (5)(10) |
Salus Workers' Compensation, LLC | Diversified Financial Services | First Lien Term Loan | SOFR+ | 10.00% | 14.85% | | 10/7/2026 | | 13,527 | | 13,250 | | 12,918 | | (5)(8) |
Salus Workers' Compensation, LLC | Diversified Financial Services | First Lien Revolver | SOFR+ | 10.00% | | | 10/7/2026 | | — | | (39) | | (85) | | (5)(8)(9) |
Salus Workers' Compensation, LLC | Diversified Financial Services | Warrants | | | | | | 606,357 | | | 200 | | 55 | | (8) |
Saratoga | Diversified Financial Services | Credit Linked Note | SOFR+ | 5.33% | 10.18% | | 12/31/2029 | | 98,000 | | 97,914 | | 97,914 | | (5)(8)(10)(15) |
SCIH Salt Holdings Inc. | Diversified Chemicals | First Lien Term Loan | SOFR+ | 4.00% | | | 3/16/2027 | | — | | — | | — | | (5) |
SCIH Salt Holdings Inc. | Diversified Chemicals | Fixed Rate Bond | | | 4.88% | | 5/1/2028 | | 16,450 | | 15,085 | | 15,875 | | |
scPharmaceuticals Inc. | Pharmaceuticals | Warrants | | | | | | 79,075 | | | 258 | | 178 | | (8) |
Secure Acquisition Inc. | Paper & Plastic Packaging Products & Materials | First Lien Term Loan | SOFR+ | 4.25% | 8.85% | | 12/16/2028 | | 34,658 | | 34,573 | | 34,766 | | (5) |
SEI Holding I Corporation | Trading Companies & Distributors | First Lien Term Loan | SOFR+ | 5.00% | 10.20% | | 3/27/2028 | | 2,481 | | 2,435 | | 2,458 | | (5)(8) |
SEI Holding I Corporation | Trading Companies & Distributors | First Lien Term Loan | SOFR+ | 5.00% | 10.20% | | 3/27/2028 | | 2,550 | | 2,431 | | 2,498 | | (5)(8)(9) |
SEI Holding I Corporation | Trading Companies & Distributors | First Lien Term Loan | SOFR+ | 5.00% | 9.85% | | 3/27/2028 | | 17,245 | | 16,884 | | 17,083 | | (5)(8) |
SEI Holding I Corporation | Trading Companies & Distributors | First Lien Term Loan | SOFR+ | 5.00% | | | 3/27/2028 | | — | | (41) | | (80) | | (5)(8)(9) |
SEI Holding I Corporation | Trading Companies & Distributors | First Lien Term Loan | PRIME+ | 4.00% | 12.00% | | 3/27/2028 | | 605 | | 551 | | 569 | | (5)(8)(9) |
Seres Therapeutics, Inc. | Biotechnology | Warrants | | | | | | 93,470 | | | 293 | | 47 | | (8)(10) |
SM Wellness Holdings, Inc. | Health Care Services | First Lien Term Loan | SOFR+ | 4.50% | 10.01% | | 4/17/2028 | | 17,847 | | 17,032 | | 17,490 | | (5)(8) |
Sorenson Communications, LLC | Communications Equipment | First Lien Term Loan | SOFR+ | 5.75% | 10.60% | | 4/19/2029 | | 89,800 | | 88,166 | | 88,327 | | (5)(8) |
Sorenson Communications, LLC | Communications Equipment | First Lien Revolver | SOFR+ | 5.75% | | | 4/19/2029 | | — | | (185) | | (167) | | (5)(8)(9) |
Southern Veterinary Partners, LLC | Health Care Facilities | First Lien Term Loan | SOFR+ | 3.75% | 8.00% | | 10/5/2027 | | 25,444 | | 25,320 | | 25,524 | | (5) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
September 30, 2024
(dollar amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Staples, Inc. | Office Services & Supplies | Fixed Rate Bond | | | 10.75% | | 9/1/2029 | | $ | 13,481 | | $ | 13,354 | | $ | 13,097 | | |
Staples, Inc. | Office Services & Supplies | First Lien Term Loan | SOFR+ | 5.75% | 10.69% | | 9/4/2029 | | 32,181 | | 30,770 | | 29,319 | | (5) |
Star Parent, Inc. | Life Sciences Tools & Services | First Lien Term Loan | SOFR+ | 3.75% | 8.35% | | 9/27/2030 | | 45,795 | | 45,002 | | 44,624 | | (5) |
SumUp Holdings Luxembourg | Diversified Financial Services | First Lien Term Loan | E+ | 6.50% | 10.04% | | 4/25/2031 | | € | 47,274 | | 50,670 | | 52,141 | | (5)(8)(9)(10) |
SupplyOne Inc. | Paper & Plastic Packaging Products & Materials | First Lien Term Loan | SOFR+ | 4.25% | 9.10% | | 4/19/2031 | | $ | 16,915 | | 16,776 | | 16,986 | | (5) |
Supreme Fitness Group NY Holdings, LLC | Leisure Facilities | First Lien Term Loan | SOFR+ | 7.00% | 12.58% | | 12/31/2026 | | 695 | | 689 | | 667 | | (5)(8) |
Supreme Fitness Group NY Holdings, LLC | Leisure Facilities | First Lien Term Loan | SOFR+ | 7.00% | 12.58% | | 12/31/2026 | | 836 | | 807 | | 802 | | (5)(8) |
Supreme Fitness Group NY Holdings, LLC | Leisure Facilities | First Lien Term Loan | SOFR+ | 7.00% | 12.58% | | 12/31/2026 | | 8,113 | | 8,040 | | 7,788 | | (5)(8) |
Supreme Fitness Group NY Holdings, LLC | Leisure Facilities | First Lien Revolver | SOFR+ | 7.00% | | | 12/31/2026 | | — | | (4) | | (16) | | (5)(8)(9) |
Telephone and Data Systems, Inc. | Wireless Telecommunication Services | Subordinated Debt Term Loan | SOFR+ | 7.00% | | | 5/1/2029 | | — | | (255) | | (279) | | (5)(8)(9)(10) |
Telephone and Data Systems, Inc. | Wireless Telecommunication Services | Subordinated Debt Term Loan | SOFR+ | 7.00% | 12.25% | | 5/1/2029 | | 74,099 | | 72,063 | | 72,247 | | (5)(8)(10) |
Ten-X LLC | Interactive Media & Services | First Lien Term Loan | SOFR+ | 6.00% | 10.74% | | 5/26/2028 | | 24,604 | | 23,700 | | 23,546 | | (5)(8) |
THL Zinc Ventures Ltd | Diversified Metals & Mining | First Lien Term Loan | | | 13.00% | | 5/23/2026 | | 39,751 | | 39,469 | | 39,751 | | (8)(10) |
Touchstone Acquisition, Inc. | Health Care Supplies | First Lien Term Loan | SOFR+ | 6.00% | 10.95% | | 12/29/2028 | | 8,399 | | 8,296 | | 8,231 | | (5)(8) |
Transit Buyer LLC | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.00% | 10.31% | | 1/31/2029 | | 8,142 | | 8,020 | | 8,044 | | (5)(8) |
Transit Buyer LLC | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.00% | 10.31% | | 1/31/2029 | | 3,317 | | 3,262 | | 3,271 | | (5)(8)(9) |
Transit Buyer LLC | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.00% | 9.85% | | 1/31/2029 | | 8,342 | | 8,221 | | 8,242 | | (5)(8) |
Trident TPI Holdings Inc | Metal, Glass & Plastic Containers | First Lien Term Loan | SOFR+ | 4.00% | 8.60% | | 9/15/2028 | | 12,343 | | 12,343 | | 12,377 | | (5) |
Trinitas CLO VI Ltd. | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.08% | 12.36% | | 1/25/2034 | | 2,785 | | 2,618 | | 2,634 | | (5)(10) |
Trinitas CLO XII | Multi-Sector Holdings | CLO Notes | SOFR+ | 4.26% | 9.55% | | 4/25/2033 | | 4,500 | | 4,401 | | 4,514 | | (5)(10) |
Trinitas CLO XIX | Multi-Sector Holdings | CLO Notes | SOFR+ | 8.06% | 13.34% | | 10/23/2033 | | 2,000 | | 1,993 | | 2,007 | | (5)(10) |
Trinitas CLO XV DAC | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.71% | 12.99% | | 4/22/2034 | | 6,500 | | 5,831 | | 6,359 | | (5)(10) |
Truck-Lite Co., LLC | Construction Machinery & Heavy Transportation Equipment | First Lien Term Loan | SOFR+ | 5.75% | | | 2/13/2031 | | — | | (123) | | — | | (5)(8)(9) |
Truck-Lite Co., LLC | Construction Machinery & Heavy Transportation Equipment | First Lien Term Loan | SOFR+ | 5.75% | 10.86% | | 2/13/2031 | | 62,223 | | 61,091 | | 62,223 | | (5)(8) |
Truck-Lite Co., LLC | Construction Machinery & Heavy Transportation Equipment | First Lien Revolver | SOFR+ | 5.75% | 10.85% | | 2/13/2030 | | 143 | | (53) | | 68 | | (5)(8)(9) |
Usalco LLC | Commodity Chemicals | First Lien Term Loan | SOFR+ | 4.00% | | | 9/30/2031 | | — | | (16) | | 17 | | (5)(9) |
Usalco LLC | Commodity Chemicals | First Lien Term Loan | SOFR+ | 4.00% | 9.20% | | 9/30/2031 | | 31,731 | | 31,572 | | 31,899 | | (5) |
USIC Holdings, Inc. | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.50% | 10.35% | | 9/10/2031 | | 71 | | 71 | | 44 | | (5)(8)(9) |
USIC Holdings, Inc. | Diversified Support Services | First Lien Term Loan | SOFR+ | 5.50% | 10.35% | | 9/10/2031 | | 46,311 | | 45,852 | | 45,857 | | (5)(8) |
USIC Holdings, Inc. | Diversified Support Services | First Lien Revolver | SOFR+ | 5.25% | 10.10% | | 9/10/2031 | | 2,864 | | 2,805 | | 2,806 | | (5)(8)(9) |
Venture 41 CLO | Multi-Sector Holdings | CLO Notes | SOFR+ | 4.13% | 9.41% | | 1/20/2034 | | 1,500 | | 1,479 | | 1,505 | | (5)(10) |
Verona Pharma, Inc. | Pharmaceuticals | First Lien Term Loan | | | 11.00% | | 5/9/2029 | | 4,956 | | 4,865 | | 4,869 | | (8)(10) |
Verona Pharma, Inc. | Pharmaceuticals | First Lien Term Loan | | | 11.00% | | 5/9/2029 | | 6,308 | | 6,182 | | 6,198 | | (8)(10) |
Verona Pharma, Inc. | Pharmaceuticals | First Lien Term Loan | | | | | 9/30/2025 | | — | | — | | — | | (8)(9)(10)(13) |
Verona Pharma, Inc. | Pharmaceuticals | First Lien Term Loan | | | | | 5/9/2029 | | — | | — | | — | | (8)(9)(10) |
Verona Pharma, Inc. | Pharmaceuticals | First Lien Term Loan | | | | | 5/9/2029 | | — | | — | | — | | (8)(9)(10) |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
September 30, 2024
(dollar amounts in thousands)
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Portfolio Company | Industry | Type of Investment (1)(2)(3) | Index | Spread | Cash Interest Rate (4)(5) | PIK | Maturity Date | Shares | Principal (6) | Cost | Fair Value | Notes |
Verona Pharma, Inc. | Pharmaceuticals | First Lien Term Loan | | | | | 5/9/2029 | | $ | 9,177 | | $ | 9,177 | | $ | 9,269 | | (8)(10)(13) |
Violin Finco Guernsey Limited | Asset Management & Custody Banks | First Lien Term Loan | SONIA+ | 5.50% | | | 6/6/2031 | | £ | — | | (20) | | (21) | | (5)(8)(9)(10) |
Violin Finco Guernsey Limited | Asset Management & Custody Banks | First Lien Term Loan | SONIA+ | 5.50% | 10.45% | | 6/6/2031 | | 46,900 | | 58,909 | | 62,280 | | (5)(8)(10) |
WAVE 2019-1 | Specialized Finance | CLO Notes | | | 3.60% | | 9/15/2044 | | $ | 4,625 | | 3,843 | | 4,224 | | (10) |
Wellfleet CLO 2022-2, Ltd. | Multi-Sector Holdings | CLO Notes | SOFR+ | 8.56% | 13.84% | | 10/18/2035 | | 1,500 | | 1,446 | | 1,513 | | (5)(10) |
Wind River 2020-1 CLO | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.42% | 12.70% | | 7/20/2037 | | 2,000 | | 1,960 | | 2,008 | | (5)(10) |
Wind River 2024-1 CLO | Multi-Sector Holdings | CLO Notes | SOFR+ | 4.25% | 9.55% | | 4/20/2037 | | 3,250 | | 3,250 | | 3,288 | | (5)(10) |
Woodmont 2022-9 Trust | Multi-Sector Holdings | CLO Notes | SOFR+ | 7.77% | 12.89% | | 10/25/2036 | | 9,385 | | 9,292 | | 9,432 | | (5)(10) |
WP CPP Holdings, LLC | Aerospace & Defense | First Lien Term Loan | SOFR+ | 7.50% | 8.39% | 4.13% | 11/29/2029 | | 2,582 | | 2,582 | | 2,580 | | (5)(8) |
WP CPP Holdings, LLC | Aerospace & Defense | First Lien Term Loan | SOFR+ | 7.50% | 8.39% | 4.13% | 11/28/2029 | | 54,466 | | 53,382 | | 54,145 | | (5)(8) |
WP CPP Holdings, LLC | Aerospace & Defense | First Lien Revolver | SOFR+ | 6.75% | | | 11/28/2029 | | — | | (125) | | (38) | | (5)(8)(9) |
Total Non-Control/Non-Affiliate Investments (144.6% of net assets) | | | | | | | | | | $ | 4,530,412 | | $ | 4,576,233 | | |
Restricted Cash | | | | | | | | | | 43,328 | | 43,328 | | |
Cash and Cash Equivalents | | | | | | | | | | 480,836 | | 480,836 | | |
Cash and Cash Equivalents and Restricted Cash (16.6% of net assets) | | | | | | | | | | $ | 524,164 | | $ | 524,164 | | |
Total Portfolio Investments, Cash and Cash Equivalents and Restricted Cash (161.2% of net assets) | | | | | | | | | | $ | 5,054,576 | | $ | 5,100,397 | | |
| | | | | | | | | | | | |
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Derivative Instrument | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Counterparty | | Cumulative Unrealized Appreciation /(Depreciation) |
Foreign currency forward contract | | $ | 235,495 | | | € | 213,997 | | | 11/7/2024 | | Bank of New York Mellon | | $ | (3,725) | |
Foreign currency forward contract | | $ | 158,386 | | | £ | 123,967 | | | 11/7/2024 | | Bank of New York Mellon | | (7,890) | |
Foreign currency forward contract | | $ | 6,602 | | | kr | 72,797 | | | 11/7/2024 | | Bank of New York Mellon | | (312) | |
| | | | | | | | | | $ | (11,927) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Derivative Instrument | | Company Receives | | Company Pays | | Counterparty | | Maturity Date | | Notional Amount | | Fair Value |
Interest rate swap | | Fixed 8.4% | | Floating 3-month SOFR +4.0405% | | BNP Paribas | | 11/14/2028 | | $350,000 | | $ | 12,357 | |
Interest rate swap | | Fixed 6.5% | | Floating 3-month SOFR +2.5954% | | BNP Paribas | | 7/23/2029 | | $400,000 | | $ | 9,189 | |
| | | | | | | | | | | | $ | 21,546 | |
Oaktree Strategic Credit Fund
Consolidated Schedule of Investments
September 30, 2024
(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 one or more of its credit facilities. A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.
(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 SOFR, EURIBOR, SONIA, NIBOR 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 the reference rate or the alternate base rate based on each respective credit agreement and the cash interest rate as of period end. All SOFR shown above is in U.S. dollars unless otherwise noted. As of September 30, 2024, the reference rates for the Company’s variable rate loans were the 30-day SOFR at 4.85%, the 90-day SOFR at 4.59%, the 180-day SOFR at 4.25%, the PRIME at 8.00%, the SONIA at 5.50%, the 90-day NIBOR at 4.75%, and the 90-day EURIBOR at 3.54%. Most loans include an interest floor, which generally ranges from 0% to 3.00%. SOFR and SONIA 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 PIK interest and is net of repayments, if any. “€” signifies the investment is denominated in Euros. “£” signifies the investment is denominated in British Pounds. “kr” signifies the investment is denominated in Krone. 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, 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 September 30, 2024, these investments are categorized as Level 3 within the fair value hierarchy established by 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, 2024, qualifying assets represented 73.8% of the Company’s total assets and non-qualifying assets represented 26.2% of the Company’s total assets.
(11)This investment represents a participation interest in the underlying securities shown.
(12)This investment was on non-accrual status as of September 30, 2024.
(13)This investment represents a revenue interest financing term loan in which the Company receives periodic interest payments based on a percentage of revenues earned at the respective portfolio company over the life of the loan.
(14)This investment was renamed during the three months ended June 30, 2024. For the periods prior to June 30, 2024, this investment was referenced as SCP Eye Care Services, LLC.
(15)This investment represents a credit default swap that functions, in substance, like a credit linked note and represents a credit risk transfer for a pool of reference assets owned by a bank. The Company fully funded margin up front and in return the Company receives periodic interest payments. The Company’s risk of loss is limited to the principal amount disclosed herein. The reference assets are primarily composed of investment grade corporate debt. The Company may be exposed to counterparty risk, which could make it difficult for the Company to collect on obligations, thereby resulting in potentially significant losses. In addition, the Company only has a contractual relationship with the bank, and not with the reference obligors of the reference assets. Accordingly, the Company generally may have no right to directly enforce compliance by the reference obligors with the terms of the reference assets. The Company will not directly benefit from the reference assets and will not have the benefit of the remedies that would normally be available to a holder of such reference assets. In addition, in the event of the insolvency of the counterparty, the Company may be treated as a general creditor of such counterparty, and will not have any claim with respect to the reference 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. The Company has elected to be treated, and intends to qualify annually to be treated, as a regulated 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 Brookfield Oaktree Holdings, LLC ("BOH") (formerly known as Oaktree Capital Group, LLC ). In 2019, Brookfield Corporation (formerly known as Brookfield Asset Management, Inc., collectively with its affiliates, “Brookfield”) acquired a majority economic interest in BOH. BOH 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 four classes of Common Shares: Class T 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.
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, 2024, the Company has issued and sold 97,273,878 Class I shares for an aggregate purchase price of $2,300.6 million of which $100.0 million was purchased by an affiliate of the Adviser. As of December 31, 2024, the Company has issued and sold 46,370,147 Class S shares for an aggregate purchase price of $1,091.8 million. As of December 31, 2024, the Company has issued and sold 106,797 Class D shares for an aggregate purchase price of $2.5 million. As of December 31, 2024, the Company has not issued any Class T shares.
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-Q 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.
Consolidation:
The accompanying consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. The consolidated subsidiaries are wholly-owned and, as such, consolidated into the consolidated financial
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
statements. The assets of the consolidated subsidiaries 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 Statements of Assets and Liabilities as investments at fair value.
Fair Value Measurements:
The Adviser, as the valuation designee of the Board pursuant to Rule 2a-5 under the Investment Company Act, determines the fair value of the Company’s 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 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
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
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.
Rule 2a-5 under the Investment Company Act 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. 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, 2024 and September 30, 2024 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.
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 updates 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
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
(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,” “unsecured notes payable,” and “credit facilities 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 broker,” “interest receivable,” “receivables from unsettled transactions,” “accounts payable, accrued expenses and other liabilities,” “dividends payable,” “base management fee and incentive fee payable,” “payable for share repurchases,” “due to broker,” “due to affiliates,” “interest payable,” “payables from unsettled transactions” and “director fees payable” 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 Statements 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 Statements of Operations.
Interest Rate Swaps:
The Company uses interest rate swaps to hedge some of the Company’s fixed rate debt. The Company designated the interest rate swaps as the hedging instruments in an effective hedge accounting relationship, and therefore the periodic payments are recognized as components of interest expense in the Consolidated Statements of Operations. Depending on the nature of the balance at period end, the fair value of each interest rate swap is either included as a derivative asset or derivative liability on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swaps is offset by a change in the carrying value of the fixed rate debt. Any amounts paid to the counterparty to cover collateral obligations under the terms of the interest rate swap agreements are included in due from broker on the Company’s Consolidated Statements of Assets and Liabilities.
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 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,
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
2024, there was one investment on non-accrual status that represented 0.1% and 0.0% of total debt investments at cost and fair value, respectively. As of September 30, 2024, there was one investment on non-accrual status that represented 0.1% and 0.1% of total debt investments at cost and fair value, respectively.
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.
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 non-recurring 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, exit and prepayment fees, which are classified as fee income and recognized as they are earned or the services are rendered.
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 and Restricted Cash:
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 and restricted cash 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.
As of December 31, 2024, included in restricted cash was $54.7 million that was held at various collateral custodians in connection with the Company’s SPV credit facilities (See Note 6. Borrowings). Pursuant to the terms of the SPV credit facilities, the Company was restricted in terms of access to the $54.7 million until the occurrence of the periodic distribution dates and, in connection therewith, the Company’s submission of its required periodic reporting schedules and verifications of the Company’s compliance with the terms of the SPV credit facilities. As of September 30, 2024, included in restricted cash was $43.3 million that was held at various collateral custodians in connection with the Company’s SPV credit facilities.
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 and debt offerings. 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 Statements 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 are 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, 2024, the Company expensed organization costs of $1. For the three months ended December 31, 2023, the Company did not incur any organization costs. As of December 31, 2024 and September 30, 2024, $1,386 and $554, respectively, of offering costs were capitalized on the Consolidated Statements of Assets and Liabilities. For the three months ended December 31, 2024 and 2023, the Company amortized offering costs of $367 and $222, respectively.
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 the Company’s 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 has elected to be treated as a RIC under the Code. 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. Management has analyzed the Company’s tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2023 and 2022.
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 years 2024 and 2023. The Company does not expect to incur a U.S. federal excise tax for calendar year 2025.
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 Consolidated Statements 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 November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim period within fiscal years beginning after December 15, 2024. The Company does not expect this guidance to materially impact its 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 3. Portfolio Investments
Portfolio Composition
As of December 31, 2024, the fair value of the Company’s investment portfolio was $5,023.7 million and was composed of investments in 173 portfolio companies. As of September 30, 2024, the fair value of the Company’s investment portfolio was $4,576.2 million and was composed of investments in 180 portfolio companies.
As of December 31, 2024 and September 30, 2024, the Company’s investment portfolio consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2024 | | September 30, 2024 |
Cost: | | | | % of Total Investments | | | | % of Total Investments |
Senior Secured Debt | | $ | 4,484,416 | | | 89.59 | % | | $ | 4,037,376 | | | 89.12 | % |
Subordinated Debt | | 495,082 | | | 9.89 | % | | 468,071 | | | 10.33 | % |
Preferred Equity | | 13,183 | | | 0.26 | % | | 12,234 | | | 0.27 | % |
Common Equity and Warrants | | 12,793 | | | 0.26 | % | | 12,731 | | | 0.28 | % |
Total | | $ | 5,005,474 | | | 100.00 | % | | $ | 4,530,412 | | | 100.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2024 | | September 30, 2024 |
Fair Value: | | | | % of Total Investments | | % of Net Assets | | | | % of Total Investments | | % of Net Assets |
Senior Secured Debt | | $ | 4,495,823 | | | 89.49 | % | | 131.76 | % | | $ | 4,073,936 | | | 89.02 | % | | 128.74 | % |
Subordinated Debt | | 501,653 | | | 9.99 | % | | 14.70 | % | | 476,093 | | | 10.40 | % | | 15.05 | % |
Preferred Equity | | 15,629 | | | 0.31 | % | | 0.46 | % | | 14,008 | | | 0.31 | % | | 0.44 | % |
Common Equity and Warrants | | 10,627 | | | 0.21 | % | | 0.31 | % | | 12,196 | | | 0.27 | % | | 0.39 | % |
Total | | $ | 5,023,732 | | | 100.00 | % | | 147.23 | % | | $ | 4,576,233 | | | 100.00 | % | | 144.62 | % |
The composition of the Company’s debt investments as of December 31, 2024 and September 30, 2024 by floating rates and fixed rates was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2024 | | September 30, 2024 |
| | Fair Value | | % of Debt Investments | | Fair Value | | % of Debt Investments |
Floating rate | | $ | 4,603,340 | | | 92.11 | % | | $ | 4,184,708 | | | 91.97 | % |
Fixed rate | | 394,136 | | | 7.89 | % | | 365,321 | | | 8.03 | % |
Total | | $ | 4,997,476 | | | 100.00 | % | | $ | 4,550,029 | | | 100.00 | % |
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
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, 2024 | | September 30, 2024 |
Cost: | | | | % of Total Investments | | | | % of Total Investments |
United States | | $ | 4,316,159 | | | 86.22 | % | | $ | 3,845,172 | | | 84.89 | % |
United Kingdom | | 263,869 | | | 5.27 | % | | 273,693 | | | 6.04 | % |
Sweden | | 80,760 | | | 1.61 | % | | 55,033 | | | 1.21 | % |
Canada | | 66,626 | | | 1.33 | % | | 66,649 | | | 1.47 | % |
Netherlands | | 52,021 | | | 1.04 | % | | 51,988 | | | 1.15 | % |
Cayman Islands | | 50,841 | | | 1.02 | % | | 60,841 | | | 1.34 | % |
Luxembourg | | 50,670 | | | 1.01 | % | | 87,862 | | | 1.94 | % |
India | | 39,512 | | | 0.79 | % | | 39,469 | | | 0.87 | % |
Germany | | 37,157 | | | 0.74 | % | | — | | | — | % |
Costa Rica | | 14,837 | | | 0.30 | % | | 13,174 | | | 0.29 | % |
France | | 12,912 | | | 0.26 | % | | 12,907 | | | 0.28 | % |
Switzerland | | 10,328 | | | 0.21 | % | | 10,309 | | | 0.23 | % |
Chile | | 7,775 | | | 0.16 | % | | 11,285 | | | 0.25 | % |
Australia | | 2,007 | | | 0.04 | % | | 2,030 | | | 0.04 | % |
Total | | $ | 5,005,474 | | | 100.00 | % | | $ | 4,530,412 | | | 100.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2024 | | September 30, 2024 |
Fair Value: | | | | % of Total Investments | | % of Net Assets | | | | % of Total Investments | | % of Net Assets |
United States | | $ | 4,339,992 | | | 86.39 | % | | 127.20 | % | | $ | 3,870,681 | | | 84.59 | % | | 122.34 | % |
United Kingdom | | 265,794 | | | 5.29 | % | | 7.79 | % | | 285,463 | | | 6.24 | % | | 9.02 | % |
Sweden | | 75,812 | | | 1.51 | % | | 2.22 | % | | 55,211 | | | 1.21 | % | | 1.74 | % |
Canada | | 69,335 | | | 1.38 | % | | 2.03 | % | | 69,066 | | | 1.51 | % | | 2.18 | % |
Cayman Islands | | 51,916 | | | 1.03 | % | | 1.52 | % | | 61,815 | | | 1.35 | % | | 1.95 | % |
Netherlands | | 50,111 | | | 1.00 | % | | 1.47 | % | | 53,686 | | | 1.17 | % | | 1.70 | % |
Luxembourg | | 48,341 | | | 0.96 | % | | 1.42 | % | | 89,270 | | | 1.95 | % | | 2.82 | % |
India | | 39,751 | | | 0.79 | % | | 1.16 | % | | 39,751 | | | 0.87 | % | | 1.26 | % |
Germany | | 34,508 | | | 0.69 | % | | 1.01 | % | | — | | | — | % | | — | % |
Costa Rica | | 14,992 | | | 0.30 | % | | 0.44 | % | | 13,269 | | | 0.29 | % | | 0.42 | % |
France | | 12,723 | | | 0.25 | % | | 0.37 | % | | 13,702 | | | 0.30 | % | | 0.43 | % |
Switzerland | | 10,169 | | | 0.20 | % | | 0.30 | % | | 10,199 | | | 0.22 | % | | 0.32 | % |
Chile | | 7,881 | | | 0.16 | % | | 0.23 | % | | 12,093 | | | 0.26 | % | | 0.38 | % |
Australia | | 2,407 | | | 0.05 | % | | 0.07 | % | | 2,027 | | | 0.04 | % | | 0.06 | % |
Total | | $ | 5,023,732 | | | 100.00 | % | | 147.23 | % | | $ | 4,576,233 | | | 100.00 | % | | 144.62 | % |
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, 2024 and September 30, 2024 was as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 | | September 30, 2024 |
Cost: | | | % of Total Investments | | | | % of Total Investments |
Application Software | $ | 928,704 | | | 18.55 | % | | $ | 802,052 | | | 17.68 | % |
Aerospace & Defense | 227,386 | | | 4.54 | % | | 167,035 | | | 3.69 | % |
Systems Software | 214,434 | | | 4.28 | % | | 211,410 | | | 4.67 | % |
Health Care Services | 198,509 | | | 3.97 | % | | 198,585 | | | 4.38 | % |
Specialized Consumer Services | 174,747 | | | 3.49 | % | | 54,395 | | | 1.20 | % |
Multi-Sector Holdings | 171,934 | | | 3.43 | % | | 185,750 | | | 4.10 | % |
Insurance Brokers | 171,591 | | | 3.43 | % | | 113,638 | | | 2.51 | % |
Interactive Media & Services | 168,174 | | | 3.36 | % | | 168,052 | | | 3.71 | % |
Diversified Financial Services | 163,360 | | | 3.26 | % | | 161,995 | | | 3.58 | % |
Life Sciences Tools & Services | 149,265 | | | 2.98 | % | | 45,002 | | | 0.99 | % |
Diversified Support Services | 146,263 | | | 2.92 | % | | 217,545 | | | 4.80 | % |
Health Care Technology | 128,509 | | | 2.57 | % | | 128,155 | | | 2.83 | % |
Pharmaceuticals | 122,425 | | | 2.45 | % | | 127,146 | | | 2.81 | % |
Packaged Foods & Meats | 121,154 | | | 2.42 | % | | 80,098 | | | 1.77 | % |
Education Services | 107,612 | | | 2.15 | % | | 123,399 | | | 2.72 | % |
Industrial Machinery & Supplies & Components | 102,774 | | | 2.05 | % | | 104,147 | | | 2.30 | % |
Building Products | 97,122 | | | 1.94 | % | | — | | | — | % |
Trading Companies & Distributors | 93,949 | | | 1.88 | % | | 83,101 | | | 1.83 | % |
Construction & Engineering | 91,105 | | | 1.82 | % | | 71,267 | | | 1.57 | % |
Specialized Finance | 87,778 | | | 1.75 | % | | 58,235 | | | 1.29 | % |
Communications Equipment | 86,395 | | | 1.73 | % | | 87,981 | | | 1.94 | % |
Office Services & Supplies | 85,622 | | | 1.71 | % | | 85,692 | | | 1.89 | % |
Other Specialty Retail | 82,834 | | | 1.65 | % | | 82,825 | | | 1.83 | % |
Electrical Components & Equipment | 79,863 | | | 1.60 | % | | 83,736 | | | 1.85 | % |
Environmental & Facilities Services | 76,723 | | | 1.53 | % | | 77,721 | | | 1.72 | % |
Research & Consulting Services | 75,204 | | | 1.50 | % | | 36,858 | | | 0.81 | % |
Wireless Telecommunication Services | 71,753 | | | 1.43 | % | | 71,808 | | | 1.59 | % |
Construction Machinery & Heavy Transportation Equipment | 60,749 | | | 1.21 | % | | 60,915 | | | 1.34 | % |
Asset Management & Custody Banks | 58,889 | | | 1.18 | % | | 58,889 | | | 1.30 | % |
Data Processing & Outsourced Services | 55,746 | | | 1.11 | % | | 55,825 | | | 1.23 | % |
Health Care Supplies | 49,681 | | | 0.99 | % | | 67,927 | | | 1.50 | % |
Financial Exchanges & Data | 47,571 | | | 0.95 | % | | 47,635 | | | 1.05 | % |
Movies & Entertainment | 47,353 | | | 0.95 | % | | 39,844 | | | 0.88 | % |
Distributors | 47,180 | | | 0.94 | % | | 28,823 | | | 0.64 | % |
Health Care Equipment | 43,535 | | | 0.87 | % | | 42,787 | | | 0.94 | % |
Paper & Plastic Packaging Products & Materials | 40,334 | | | 0.81 | % | | 56,443 | | | 1.25 | % |
Diversified Metals & Mining | 39,512 | | | 0.79 | % | | 39,469 | | | 0.87 | % |
Property & Casualty Insurance | 33,854 | | | 0.68 | % | | 68,452 | | | 1.51 | % |
Commodity Chemicals | 31,562 | | | 0.63 | % | | 31,556 | | | 0.70 | % |
Electronic Components | 28,793 | | | 0.58 | % | | 28,843 | | | 0.64 | % |
Gold | 27,820 | | | 0.56 | % | | 27,777 | | | 0.61 | % |
Real Estate Development | 26,379 | | | 0.53 | % | | 25,391 | | | 0.56 | % |
Metal, Glass & Plastic Containers | 24,715 | | | 0.49 | % | | 24,703 | | | 0.55 | % |
Hotels, Resorts & Cruise Lines | 21,307 | | | 0.43 | % | | 20,621 | | | 0.46 | % |
Food Distributors | 20,881 | | | 0.42 | % | | 21,638 | | | 0.48 | % |
Cable & Satellite | 20,461 | | | 0.41 | % | | 20,900 | | | 0.46 | % |
Consumer Finance | 13,986 | | | 0.28 | % | | 14,086 | | | 0.31 | % |
Biotechnology | 12,628 | | | 0.25 | % | | 12,632 | | | 0.28 | % |
Health Care Distributors | 10,057 | | | 0.20 | % | | 32,423 | | | 0.72 | % |
Leisure Facilities | 9,517 | | | 0.19 | % | | 9,532 | | | 0.21 | % |
Passenger Airlines | 7,775 | | | 0.16 | % | | 11,285 | | | 0.25 | % |
Health Care Facilities | — | | | — | % | | 25,320 | | | 0.56 | % |
Diversified Chemicals | — | | | — | % | | 15,085 | | | 0.33 | % |
Advertising | — | | | — | % | | 13,983 | | | 0.31 | % |
Total | $ | 5,005,474 | | | 100.00 | % | | $ | 4,530,412 | | | 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, 2024 | | September 30, 2024 |
Fair Value: | | | % of Total Investments | | % of Net Assets | | | | % of Total Investments | | % of Net Assets |
Application Software | $ | 928,455 | | | 18.46 | % | | 27.22 | % | | $ | 804,201 | | | 17.60 | % | | 25.39 | % |
Aerospace & Defense | 229,461 | | 4.57 | % | | 6.72 | % | | 168,200 | | 3.68 | % | | 5.32 | % |
Systems Software | 218,102 | | 4.34 | % | | 6.39 | % | | 215,119 | | 4.70 | % | | 6.80 | % |
Health Care Services | 198,109 | | 3.94 | % | | 5.81 | % | | 200,245 | | 4.38 | % | | 6.33 | % |
Multi-Sector Holdings | 175,180 | | 3.49 | % | | 5.13 | % | | 190,554 | | 4.16 | % | | 6.02 | % |
Specialized Consumer Services | 174,830 | | 3.48 | % | | 5.12 | % | | 54,411 | | 1.19 | % | | 1.72 | % |
Insurance Brokers | 172,567 | | 3.44 | % | | 5.06 | % | | 113,693 | | 2.48 | % | | 3.59 | % |
Interactive Media & Services | 165,691 | | 3.30 | % | | 4.86 | % | | 170,682 | | 3.73 | % | | 5.39 | % |
Diversified Financial Services | 160,529 | | 3.20 | % | | 4.70 | % | | 162,943 | | 3.56 | % | | 5.15 | % |
Life Sciences Tools & Services | 149,052 | | 2.97 | % | | 4.37 | % | | 44,624 | | 0.98 | % | | 1.41 | % |
Diversified Support Services | 147,783 | | 2.94 | % | | 4.33 | % | | 219,822 | | 4.80 | % | | 6.95 | % |
Health Care Technology | 130,693 | | 2.60 | % | | 3.83 | % | | 131,358 | | 2.87 | % | | 4.15 | % |
Packaged Foods & Meats | 121,953 | | 2.43 | % | | 3.57 | % | | 80,657 | | 1.76 | % | | 2.55 | % |
Pharmaceuticals | 118,611 | | 2.36 | % | | 3.48 | % | | 127,419 | | 2.78 | % | | 4.03 | % |
Education Services | 108,165 | | 2.15 | % | | 3.17 | % | | 125,101 | | 2.73 | % | | 3.95 | % |
Industrial Machinery & Supplies & Components | 104,201 | | 2.07 | % | | 3.05 | % | | 104,754 | | 2.29 | % | | 3.31 | % |
Building Products | 97,538 | | 1.94 | % | | 2.86 | % | | 0 | | — | % | | — | % |
Trading Companies & Distributors | 95,389 | | 1.90 | % | | 2.80 | % | | 84,343 | | 1.84 | % | | 2.67 | % |
Construction & Engineering | 91,147 | | 1.81 | % | | 2.67 | % | | 71,067 | | 1.55 | % | | 2.25 | % |
Specialized Finance | 88,275 | | 1.76 | % | | 2.59 | % | | 58,704 | | 1.28 | % | | 1.86 | % |
Communications Equipment | 86,590 | | 1.72 | % | | 2.54 | % | | 88,160 | | 1.93 | % | | 2.79 | % |
Office Services & Supplies | 84,936 | | 1.69 | % | | 2.49 | % | | 83,843 | | 1.83 | % | | 2.65 | % |
Other Specialty Retail | 84,008 | | 1.67 | % | | 2.46 | % | | 87,962 | | 1.92 | % | | 2.78 | % |
Electrical Components & Equipment | 79,748 | | 1.59 | % | | 2.34 | % | | 83,490 | | 1.82 | % | | 2.64 | % |
Research & Consulting Services | 76,557 | | 1.52 | % | | 2.24 | % | | 38,103 | | 0.83 | % | | 1.20 | % |
Environmental & Facilities Services | 75,851 | | 1.51 | % | | 2.22 | % | | 77,622 | | 1.70 | % | | 2.45 | % |
Wireless Telecommunication Services | 73,234 | | 1.46 | % | | 2.15 | % | | 71,968 | | 1.57 | % | | 2.27 | % |
Construction Machinery & Heavy Transportation Equipment | 61,677 | | 1.23 | % | | 1.81 | % | | 62,291 | | 1.36 | % | | 1.97 | % |
Asset Management & Custody Banks | 58,542 | | 1.17 | % | | 1.72 | % | | 62,259 | | 1.36 | % | | 1.97 | % |
Data Processing & Outsourced Services | 57,528 | | 1.15 | % | | 1.69 | % | | 57,220 | | 1.25 | % | | 1.81 | % |
Health Care Supplies | 49,672 | | 0.99 | % | | 1.46 | % | | 68,395 | | 1.49 | % | | 2.16 | % |
Movies & Entertainment | 48,031 | | 0.96 | % | | 1.41 | % | | 40,011 | | 0.87 | % | | 1.26 | % |
Financial Exchanges & Data | 48,009 | | 0.96 | % | | 1.41 | % | | 47,726 | | 1.04 | % | | 1.51 | % |
Distributors | 47,086 | | 0.94 | % | | 1.38 | % | | 29,131 | | 0.64 | % | | 0.92 | % |
Health Care Equipment | 43,777 | | 0.87 | % | | 1.28 | % | | 44,170 | | 0.97 | % | | 1.40 | % |
Paper & Plastic Packaging Products & Materials | 40,433 | | 0.80 | % | | 1.18 | % | | 56,646 | | 1.24 | % | | 1.79 | % |
Diversified Metals & Mining | 39,751 | | 0.79 | % | | 1.16 | % | | 39,751 | | 0.87 | % | | 1.26 | % |
Property & Casualty Insurance | 34,562 | | 0.69 | % | | 1.01 | % | | 68,654 | | 1.50 | % | | 2.17 | % |
Commodity Chemicals | 31,556 | | 0.63 | % | | 0.92 | % | | 31,916 | | 0.70 | % | | 1.01 | % |
Gold | 29,581 | | 0.59 | % | | 0.87 | % | | 29,672 | | 0.65 | % | | 0.94 | % |
Electronic Components | 29,280 | | 0.58 | % | | 0.86 | % | | 28,826 | | 0.63 | % | | 0.91 | % |
Real Estate Development | 26,363 | | 0.52 | % | | 0.77 | % | | 25,374 | | 0.55 | % | | 0.80 | % |
Metal, Glass & Plastic Containers | 25,237 | | 0.50 | % | | 0.74 | % | | 25,307 | | 0.55 | % | | 0.80 | % |
Hotels, Resorts & Cruise Lines | 21,017 | | 0.42 | % | | 0.62 | % | | 20,415 | | 0.45 | % | | 0.65 | % |
Cable & Satellite | 20,600 | | 0.41 | % | | 0.60 | % | | 21,105 | | 0.46 | % | | 0.67 | % |
Food Distributors | 20,527 | | 0.41 | % | | 0.60 | % | | 23,641 | | 0.52 | % | | 0.75 | % |
Consumer Finance | 14,319 | | 0.29 | % | | 0.42 | % | | 13,952 | | 0.30 | % | | 0.44 | % |
Biotechnology | 12,618 | | 0.25 | % | | 0.37 | % | | 12,273 | | 0.27 | % | | 0.39 | % |
Health Care Distributors | 9,682 | | 0.19 | % | | 0.28 | % | | 31,732 | | 0.69 | % | | 1.00 | % |
Leisure Facilities | 9,348 | | 0.19 | % | | 0.27 | % | | 9,241 | | 0.20 | % | | 0.29 | % |
Passenger Airlines | 7,881 | | 0.16 | % | | 0.23 | % | | 12,093 | | 0.26 | % | | 0.38 | % |
Health Care Facilities | — | | | — | % | | — | % | | 25,524 | | 0.56 | % | | 0.81 | % |
Diversified Chemicals | — | | | — | % | | — | % | | 15,875 | | 0.35 | % | | 0.50 | % |
Advertising | — | | | — | % | | — | % | | 13,988 | | | 0.31 | % | | 0.44 | % |
Total | $ | 5,023,732 | | | 100.00 | % | | 147.23 | % | | $ | 4,576,233 | | | 100.00 | % | | 144.62 | % |
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, 2024 on the Company’s Consolidated Statements 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 | | $ | — | | | $ | 1,067,041 | | | $ | 3,428,782 | | | $ | 4,495,823 | |
Subordinated debt (including CLO notes and credit linked notes) | | — | | | 246,379 | | | 255,274 | | | 501,653 | |
Common equity and warrants | | 169 | | | 81 | | | 10,377 | | | 10,627 | |
Preferred equity | | — | | | — | | | 15,629 | | | 15,629 | |
Total investments at fair value | | 169 | | | 1,313,501 | | | 3,710,062 | | | 5,023,732 | |
Cash equivalents | | 99,632 | | | — | | | — | | | 99,632 | |
Derivative assets | | — | | | 21,420 | | | — | | | 21,420 | |
Total assets at fair value | | $ | 99,801 | | | $ | 1,334,921 | | | $ | 3,710,062 | | | $ | 5,144,784 | |
Derivative liabilities | | — | | | 4,117 | | | — | | | 4,117 | |
Total liabilities at fair value | | $ | — | | | $ | 4,117 | | | $ | — | | | $ | 4,117 | |
The following table presents the financial instruments carried at fair value as of September 30, 2024 on the Company’s Consolidated Statements 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 | | $ | — | | | $ | 1,183,356 | | | $ | 2,890,580 | | | $ | 4,073,936 | |
Subordinated debt (including CLO notes and credit linked notes) | | — | | | 252,151 | | | 223,942 | | | 476,093 | |
Preferred equity | | — | | | — | | | 14,008 | | | 14,008 | |
Common equity and warrants | | — | | | — | | | 12,196 | | | 12,196 | |
Total investments at fair value | | — | | | 1,435,507 | | | 3,140,726 | | | 4,576,233 | |
Derivative assets | | — | | | 21,546 | | | — | | | 21,546 | |
Total assets at fair value | | $ | — | | | $ | 1,457,053 | | | $ | 3,140,726 | | | $ | 4,597,779 | |
Derivative liabilities | | — | | | 11,927 | | | — | | | 11,927 | |
Total liabilities at fair value | | $ | — | | | $ | 11,927 | | | $ | — | | | $ | 11,927 | |
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. Transfers between levels are recognized at the beginning of the reporting period.
The principal values of the credit facilities payable approximate fair value due to their variable interest rates and are included in Level 3 of the hierarchy. The Adviser used market quotes as of the valuation date to estimate the fair value of the Company’s 8.400% notes due 2028 and 6.500% notes due 2029, which are included in Level 2 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, 2024 to December 31, 2024, for all investments for which the Adviser determined fair value using unobservable (Level 3) factors:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Senior Secured Debt | | Subordinated Debt (including CLO Notes and Credit-Linked Notes) | | Preferred Equity | | Common Equity and Warrants | | Total |
Fair value as of September 30, 2024 | | $ | 2,890,580 | | | $ | 223,942 | | | $ | 14,008 | | | $ | 12,196 | | | $ | 3,140,726 | |
Purchases | | 675,027 | | | 29,320 | | | — | | | — | | | 704,347 | |
Sales and repayments | | (143,757) | | | (186) | | | — | | | — | | | (143,943) | |
Transfers in (a)(b) | | 36,264 | | | — | | | 949 | | | — | | | 37,213 | |
Transfers out (a)(b) | | (12,929) | | | — | | | — | | | — | | | (12,929) | |
Capitalized PIK interest income | | 2,009 | | | 686 | | | — | | | — | | | 2,695 | |
Accretion of OID | | 6,388 | | | 132 | | | — | | | — | | | 6,520 | |
Net unrealized appreciation (depreciation) | | (23,036) | | | 1,380 | | | 672 | | | (1,819) | | | (22,803) | |
Net realized gains (losses) | | (1,764) | | | — | | | — | | | — | | | (1,764) | |
Fair value as of December 31, 2024 | | $ | 3,428,782 | | | $ | 255,274 | | | $ | 15,629 | | | $ | 10,377 | | | $ | 3,710,062 | |
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at December 31, 2024 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the three months ended December 31, 2024 | | $ | (18,727) | | | $ | 1,380 | | | $ | 672 | | | $ | (1,819) | | | $ | (18,494) | |
__________(a) There were transfers into/out of Level 3 from/to Level 2 for certain investments during the three months ended December 31, 2024 as a result of a change in the number of market quotes available and/or a change in market liquidity.
(b) There were investment restructurings during the three months ended December 31, 2024 in which Level 3 senior secured debt was exchanged for Level 3 preferred equity.
The following table provides a roll-forward of the changes in fair value from September 30, 2023 to December 31, 2023, for all investments for which the Adviser determined fair value using unobservable (Level 3) factors:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Senior Secured Debt | | Subordinated Debt (including CLO Notes) | | Preferred Equity | | Common Equity and Warrants | | Total |
Fair value as of September 30, 2023 | | $ | 1,063,761 | | | $ | 13,792 | | | $ | 5,748 | | | $ | 5,839 | | | $ | 1,089,140 | |
Purchases | | 566,371 | | | 11,560 | | | 6,211 | | | — | | | 584,142 | |
Sales and repayments | | (19,401) | | | — | | | — | | | — | | | (19,401) | |
Transfers in (a) | | 7,094 | | | — | | | — | | | — | | | 7,094 | |
Capitalized PIK interest income | | 621 | | | — | | | — | | | — | | | 621 | |
Accretion of OID | | 2,353 | | | — | | | — | | | — | | | 2,353 | |
Net unrealized appreciation (depreciation) | | 666 | | | — | | | 132 | | | (767) | | | 31 | |
Net realized gains (losses) | | (237) | | | — | | | — | | | — | | | (237) | |
Fair value as of December 31, 2023 | | $ | 1,621,228 | | | $ | 25,352 | | | $ | 12,091 | | | $ | 5,072 | | | $ | 1,663,743 | |
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at December 31, 2023 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the three months ended December 31, 2023 | | $ | 373 | | | $ | — | | | $ | 132 | | | $ | (768) | | | $ | (263) | |
__________
(a) There were transfers into Level 3 from Level 2 for certain investments during the three months ended December 31, 2023 as a result of a change in the number of market quotes available and/or a change in market liquidity.
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, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Asset | | Fair Value | | Valuation Technique | | Unobservable Input | | Range | | Weighted Average (a) |
Senior secured debt | | $ | 3,251,565 | | | Market Yield | | Market Yield | | (b) | 6.0% | - | 27.0% | | 10.1% |
| | 10,389 | | Enterprise Value | | Revenue Multiple | | (e) | 2.0x | - | 2.2x | | 2.1x |
| | 1,663 | | Enterprise Value | | EBITDA Multiple | | (e) | 5.5x | - | 7.5x | | 6.5x |
| | 104,349 | | Transaction Precedent | | Transaction Price | | (c) | N/A | - | N/A | | N/A |
| | 60,816 | | Broker Quotations | | Broker Quoted Price | | (d) | N/A | - | N/A | | N/A |
Subordinated debt | | 237,398 | | Market Yield | | Market Yield | | (b) | 5.0% | - | 12.0% | | 8.7% |
| | 17,876 | | Broker Quotations | | Broker Quoted Price | | (d) | N/A | - | N/A | | N/A |
Common equity and warrants & preferred equity | | 17,895 | | Market Yield | | Market Yield | | (b) | 13.0% | - | 17.0% | | 15.0% |
| | 6,001 | | Enterprise Value | | Revenue Multiple | | (e) | 0.4x | - | 5.3x | | 3.2x |
| | 2,110 | | Enterprise Value | | EBITDA Multiple | | (e) | 7.0x | - | 11.5x | | 9.2x |
Total | | $ | 3,710,062 | | | | | | | | | | | | |
_____________________
(a) Weighted averages are calculated based on fair value of investments.
(b) Used when a 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 a 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, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Asset | | Fair Value | | Valuation Technique | | Unobservable Input | | Range | | Weighted Average (a) |
Senior secured debt | | $ | 2,693,219 | | | Market Yield | | Market Yield | | (b) | 5.7% | - | 22.0% | | 10.1% |
| | 10,208 | | Enterprise Value | | Revenue Multiple | | (e) | 1.9x | - | 2.1x | | 2.0x |
| | 2,391 | | Enterprise Value | | EBITDA Multiple | | (e) | 6.5x | - | 8.5x | | 7.5x |
| | 92,340 | | Transaction Precedent | | Transaction Price | | (c) | N/A | - | N/A | | N/A |
| | 92,422 | | Broker Quotations | | Broker Quoted Price | | (d) | N/A | - | N/A | | N/A |
Subordinated debt | | 223,942 | | Market Yield | | Market Yield | | (b) | 5.0% | - | 12.0% | | 8.6% |
Common equity and warrants & preferred equity | | 18,187 | | Enterprise Value | | Revenue Multiple | | (e) | 0.5x | - | 7.2x | | 2.0x |
| | 8,017 | | Enterprise Value | | EBITDA Multiple | | (e) | 7.3x | - | 15.0x | | 13.5x |
Total | | $ | 3,140,726 | | | | | | | | | | | | |
_____________________
(a) Weighted averages are calculated based on fair value of investments.
(b) Used when a 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 a 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)
Under the market yield technique, the significant unobservable input used in the fair value measurement of the Company’s investments in debt securities is the market yield. Increases or decreases in the market yield may result in a lower or higher fair value measurement, respectively.
Under the EV technique, the significant unobservable input used in the fair value measurement of the Company’s investments in debt or equity securities is the earnings before interest, taxes, depreciation and amortization (“EBITDA”), revenue or asset multiple, as applicable. Increases or decreases in the valuation multiples in isolation may result in a higher or lower fair value measurement, respectively.
Note 4. Fee Income
For the three months ended December 31, 2024 and 2023, the Company recorded total fee income of $946 and $401, respectively, of which $169 and $32, respectively, was recurring in nature. Recurring fee income consisted of servicing 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, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Shares | | | | | | |
(Share amounts in thousands) | | Shares | | Par Value | | Additional Paid-in-Capital | | Accumulated Distributable Earnings (Loss) | | Total Net Assets |
Balance at September 30, 2024 | | 134,288 | | | $ | 1,343 | | | $ | 3,170,746 | | | $ | (7,749) | | | $ | 3,164,340 | |
Issuance of Common Shares in public offering | | 10,676 | | | 107 | | | 251,386 | | | — | | | 251,493 | |
Issuance of Common Shares under distribution reinvestment plan | | 999 | | | 10 | | | 23,514 | | | — | | | 23,524 | |
Shares repurchased, net of early repurchase deduction | | (890) | | | (9) | | | (20,900) | | | — | | | (20,909) | |
Net investment income | | — | | | — | | | — | | | 72,205 | | | 72,205 | |
Net unrealized appreciation (depreciation) | | — | | | — | | | — | | | 963 | | | 963 | |
Net realized gains (losses) | | — | | | — | | | — | | | 3,677 | | | 3,677 | |
Provision for income tax (expense) benefit | | — | | | — | | | — | | | (65) | | | (65) | |
Distributions to shareholders | | — | | | — | | | — | | | (82,912) | | | (82,912) | |
Balance at December 31, 2024 | | 145,073 | | | $ | 1,451 | | | $ | 3,424,746 | | | $ | (13,881) | | | $ | 3,412,316 | |
The following table presents the changes in net assets for the three months ended December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Shares | | | | | | |
(Share amounts in thousands) | | Shares | | Par Value | | Additional Paid-in-Capital | | Accumulated Distributable Earnings (Loss) | | Total Net Assets |
Balance at September 30, 2023 | | 64,896 | | | $ | 649 | | | $ | 1,536,305 | | | $ | (7,749) | | | $ | 1,529,205 | |
Issuance of Common Shares in public offering | | 19,952 | | | 199 | | | 468,588 | | | — | | | 468,787 | |
Issuance of Common Shares under distribution reinvestment plan | | 496 | | | 5 | | | 11,642 | | | — | | | 11,647 | |
Shares repurchased, net of early repurchase deduction | | (446) | | | (4) | | | (10,522) | | | — | | | (10,526) | |
Net investment income | | — | | | — | | | — | | | 35,803 | | | 35,803 | |
Net unrealized appreciation (depreciation) | | — | | | — | | | — | | | 16,919 | | | 16,919 | |
Net realized gains (losses) | | — | | | — | | | — | | | 453 | | | 453 | |
Provision for income tax (expense) benefit | | — | | | — | | | — | | | (241) | | | (241) | |
Distributions to shareholders | | — | | | — | | | — | | | (46,876) | | | (46,876) | |
Balance at December 31, 2023 | | 84,898 | | | $ | 849 | | | $ | 2,006,013 | | | $ | (1,691) | | | $ | 2,005,171 | |
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
Capital Activity
The Company has the authority to issue an unlimited number of Class I, Class S, Class T and Class D Common Shares. As of December 31, 2024, the Company has issued and sold 97,273,878 Class I shares for an aggregate purchase price of $2,300.6 million. As of December 31, 2024, the Company has issued and sold 46,370,147 Class S shares for an aggregate purchase price of $1,091.8 million. As of December 31, 2024, the Company has issued and sold 106,797 Class D shares for an aggregate purchase price of $2.5 million. As of December 31, 2024, the Company has issued 2,062,581 Class I shares, 2,494,595 Class S shares and 3,402 Class D shares pursuant to its distribution reinvestment plan. As of December 31, 2024, the Company has not issued any Class T shares.
The following table summarizes transactions in Common Shares for the three months ended December 31, 2024: | | | | | | | | | | | |
| Shares | | Amount |
Class I | | | |
Issuance of Common Shares in public offering | 7,385,753 | | | $ | 173,985 | |
Share transfers between classes | 44,803 | | | 1,056 | |
Issuance of Common Shares under distribution reinvestment plan | 444,229 | | | 10,465 | |
Share repurchases, net of early repurchase deduction | (551,206) | | | (12,962) | |
Net increase (decrease) | 7,323,579 | | | $ | 172,544 | |
Class S | | | |
Issuance of Common Shares in public offering | 3,262,446 | | | $ | 76,853 | |
Share transfers between classes | (44,803) | | | (1,056) | |
Issuance of Common Shares under distribution reinvestment plan | 553,254 | | | 13,033 | |
Share repurchases, net of early repurchase deduction | (335,076) | | | (7,870) | |
Net increase (decrease) | 3,435,821 | | | $ | 80,960 | |
Class D | | | |
Issuance of Common Shares in public offering | 27,811 | | | $ | 655 | |
Issuance of Common Shares under distribution reinvestment plan | 1,097 | | | 26 | |
Share repurchases, net of early repurchase deduction | (3,287) | | | (77) | |
Net increase (decrease) | 25,621 | | | $ | 604 | |
Total net increase (decrease) | 10,785,021 | | | $ | 254,108 | |
The following table summarizes transactions in Common Shares for the three months ended December 31, 2023: | | | | | | | | | | | |
| Shares | | Amount |
Class I | | | |
Issuance of Common Shares in public offering | 13,159,301 | | | $ | 309,178 | |
Issuance of Common Shares under distribution reinvestment plan | 218,653 | | | 5,139 | |
Share repurchases, net of early repurchase deduction | (369,913) | | | (8,729) | |
Net increase (decrease) | 13,008,041 | | | $ | 305,588 | |
Class S | | | |
Issuance of Common Shares in public offering | 6,777,146 | | | $ | 159,230 | |
Issuance of Common Shares under distribution reinvestment plan | 277,026 | | | 6,506 | |
Share repurchases, net of early repurchase deduction | (76,176) | | | (1,797) | |
Net increase (decrease) | 6,977,996 | | | $ | 163,939 | |
Class D | | | |
Issuance of Common Shares in public offering | 16,137 | | | $ | 379 | |
Issuance of Common Shares under distribution reinvestment plan | 100 | | | 2 | |
Share repurchases, net of early repurchase deduction | — | | | — | |
Net increase (decrease) | 16,237 | | | $ | 381 | |
Total net increase (decrease) | 20,002,274 | | | $ | 469,908 | |
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
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 tables summarize each month-end NAV per share for Class I, Class S and Class D shares for the three months ended December 31, 2024 and 2023. As of December 31, 2024, the Company has not issued any Class T shares.
| | | | | | | | | | | | | | | | | |
| Class I Shares | | Class S Shares | | Class D Shares |
October 31, 2024 | $ | 23.55 | | | $ | 23.55 | | | $ | 23.55 | |
November 30, 2024 | $ | 23.56 | | | $ | 23.56 | | | $ | 23.56 | |
December 31, 2024 | $ | 23.52 | | | $ | 23.52 | | | $ | 23.52 | |
| | | | | | | | | | | | | | | | | |
| Class I Shares | | Class S Shares | | Class D Shares |
October 31, 2023 | $ | 23.39 | | | $ | 23.39 | | | $ | 23.39 | |
November 30, 2023 | $ | 23.51 | | | $ | 23.51 | | | $ | 23.51 | |
December 31, 2023 | $ | 23.62 | | | $ | 23.62 | | | $ | 23.62 | |
Distributions
The Board authorizes and declares monthly distributions per outstanding Common Share. The following table presents distributions that were declared during the three months ended December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Class I |
Distribution | | Date Declared | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount |
Monthly | | October 24, 2024 | | October 30, 2024 | | November 26, 2024 | | $ | 0.2000 | | | $ | 18,473 | |
Monthly | | November 26, 2024 | | November 27, 2024 | | December 27, 2024 | | 0.2000 | | | 18,965 | |
Monthly | | December 26, 2024 | | December 27, 2024 | | February 3, 2025 | | 0.2000 | | | 19,552 | |
| | | | | | | | $ | 0.6000 | | | $ | 56,990 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Class S |
Distribution | | Date Declared | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount |
Monthly | | October 24, 2024 | | October 30, 2024 | | November 26, 2024 | | $ | 0.1833 | | | $ | 8,415 | |
Monthly | | November 26, 2024 | | November 27, 2024 | | December 27, 2024 | | 0.1833 | | | 8,632 | |
Monthly | | December 26, 2024 | | December 27, 2024 | | February 3, 2025 | | 0.1833 | | | 8,816 | |
| | | | | | | | $ | 0.5499 | | | $ | 25,863 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Class D |
Distribution | | Date Declared | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount |
Monthly | | October 24, 2024 | | October 30, 2024 | | November 26, 2024 | | $ | 0.1951 | | | $ | 16 | |
Monthly | | November 26, 2024 | | November 27, 2024 | | December 27, 2024 | | 0.1951 | | | 21 | |
Monthly | | December 26, 2024 | | December 27, 2024 | | February 3, 2025 | | 0.1951 | | | 22 | |
| | | | | | | | $ | 0.5853 | | | $ | 59 | |
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 presents distributions that were declared during the three months ended December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Class I |
Distribution | | Date Declared | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount |
Monthly | | October 25, 2023 | | October 31, 2023 | | November 28, 2023 | | $ | 0.1900 | | | $ | 9,259 | |
Monthly | | November 27, 2023 | | November 30, 2023 | | December 27, 2023 | | 0.1900 | | | 9,916 | |
Special | | December 14, 2023 | | December 15, 2023 | | December 27, 2023 | | 0.0400 | | | 2,296 | |
Monthly | | December 20, 2023 | | December 31, 2023 | | February 1, 2024 | | 0.1900 | | | 10,921 | |
| | | | | | | | $ | 0.6100 | | | $ | 32,392 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Class S |
Distribution | | Date Declared | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount |
Monthly | | October 25, 2023 | | October 31, 2023 | | November 28, 2023 | | $ | 0.1733 | | | $ | 4,105 | |
Monthly | | November 27, 2023 | | November 30, 2023 | | December 27, 2023 | | 0.1734 | | | 4,436 | |
Special | | December 14, 2023 | | December 15, 2023 | | December 27, 2023 | | 0.0400 | | | 1,109 | |
Monthly | | December 20, 2023 | | December 31, 2023 | | February 1, 2024 | | 0.1733 | | | 4,825 | |
| | | | | | | | $ | 0.5600 | | | $ | 14,475 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Class D |
Distribution | | Date Declared | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount |
Monthly | | October 25, 2023 | | October 31, 2023 | | November 28, 2023 | | $ | 0.1851 | | | $ | 1 | |
Monthly | | November 27, 2023 | | November 30, 2023 | | December 27, 2023 | | 0.1851 | | | 3 | |
Special | | December 14, 2023 | | December 15, 2023 | | December 27, 2023 | | 0.0400 | | | 1 | |
Monthly | | December 20, 2023 | | December 31, 2023 | | February 1, 2024 | | 0.1851 | | | 4 | |
| | | | | | | | $ | 0.5953 | | | $ | 9 | |
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.
Since inception through December 31, 2024, 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 is to avoid 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.
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
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, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Class I | | Class S | | Class D |
Source of Distribution | | Per Share | | Amount | | Per Share | | Amount | | Per Share | | Amount |
Net investment income | | $ | 0.5243 | | | $ | 49,829 | | | $ | 0.4745 | | | $ | 22,325 | | | $ | 0.5096 | | | $ | 51 | |
Distributions in excess of net investment income | | 0.0757 | | | 7,161 | | | 0.0754 | | | 3,538 | | | 0.0757 | | | 8 | |
Total | | $ | 0.6000 | | | $ | 56,990 | | | $ | 0.5499 | | | $ | 25,863 | | | $ | 0.5853 | | | $ | 59 | |
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, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Class I | | Class S | | Class D |
Source of Distribution | | Per Share | | Amount | | Per Share | | Amount | | Per Share | | Amount |
Net investment income | | $ | 0.4726 | | | $ | 24,939 | | | $ | 0.4230 | | | $ | 10,857 | | | $ | 0.4590 | | | $ | 7 | |
Distributions in excess of net investment income | | 0.1374 | | | 7,453 | | | 0.1370 | | | 3,618 | | | 0.1363 | | | 2 | |
Total | | $ | 0.6100 | | | $ | 32,392 | | | $ | 0.5600 | | | $ | 14,475 | | | $ | 0.5953 | | | $ | 9 | |
Share Repurchase Program
At the discretion of the Board, 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 (the “Valuation Date”), except that shares that have a prospective repurchase date that is within the one-year period following the original issue date of the shares 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 applicable Valuation Date, which subscription closing date the Company deems the prospective repurchase date for the applicable offer. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
During the three months ended December 31, 2024, the Company repurchased pursuant to such tender offers an aggregate of 551,206 Class I shares, 335,076 Class S shares and 3,287 Class D shares. The following table presents the share repurchases completed during the three months ended December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Repurchase Pricing Date | | Total Number of Shares Repurchased (all classes) | | Percentage of Outstanding Shares Repurchased (1) | | Price Paid Per Share | | Amount Repurchased (all classes)(2) |
December 31, 2024 | | 889,569 | | | 0.66 | % | | $ | 23.52 | | | $ | 20,910 | |
_____________________
(1) Percentage is based on total shares as of the close of the previous calendar quarter.
(2) Amounts shown net of Early Repurchase Deduction, where applicable.
During the three months ended December 31, 2023, the Company repurchased pursuant to such tender offers an aggregate of 369,913 Class I and 76,176 Class S shares. The following table presents the share repurchases completed during the three months ended December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Repurchase Pricing Date | | Total Number of Shares Repurchased (all classes) | | Percentage of Outstanding Shares Repurchased (1) | | Price Paid Per Share | | Amount Repurchased (all classes)(2) |
December 31, 2023 | | 446,089 | | | 0.69 | % | | $ | 23.62 | | | $ | 10,526 | |
_____________________
(1) Percentage is based on total shares as of the close of the previous calendar quarter.
(2) Amounts shown net of Early Repurchase Deduction, where applicable.
Note 6. Borrowings
ING Credit Agreement
On March 25, 2022, the Company entered into a senior secured revolving credit agreement (as amended, the “ING Credit Agreement”) among the Company, as borrower, the lenders party thereto, and ING Capital LLC (“ING”), as administrative agent. As of December 31, 2024, the size of the ING Credit Agreement facility is $1,185 million (the “Maximum Commitment”), and the ING Credit Agreement facility has a four year availability period (the “Availability Period”) through June 28, 2027 during which loans may be made and a stated maturity date of June 28, 2028 (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. Borrowings under the ING Credit Agreement may be used for general corporate purposes, including making investments and permitted distributions.
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 us and guaranteed by such subsidiaries.
As of December 31, 2024, borrowings under the ING Credit Agreement are denominated in U.S. dollars and bear interest at a rate per annum equal to either (1) the SOFR, as adjusted, plus 2.05% per annum if the Company has and maintains an investment grade credit rating or (2) the alternative base rate (which is the greatest of the (a) prime rate, (b) the federal funds effective rate plus ½ of 1%, (c) the overnight bank funding rate plus ½ of 1%, (d) certain rates based on SOFR and (e) alternate base rate (“ABR”) plus 1.05% per annum if the Company has and maintains investment grade credit rating. 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 also pays a commitment fee of 0.375% per annum on the daily unused portion of the aggregate commitments under the ING Credit Agreement, subject to increase to 1.00% per annum on the daily unused amount if the daily unused amount is greater than or equal to 65% of the aggregate commitments under the ING Credit Agreement.
At any time during the Availability Period, the Company, as the borrower, may propose an increase in the Maximum Commitment to an amount not to exceed the greater of (a) $1,250.0 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.
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
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, 2024 and September 30, 2024, the Company had $475.0 million and $415.0 million, respectively, outstanding under the ING Credit Agreement. For the three months ended December 31, 2024 and 2023, the Company’s borrowings under the ING Credit Agreement bore interest at a weighted average rate of 6.87% and 7.69%, respectively. The Company recorded $9,410 and $9,317 of interest expense (inclusive of fees) related to the ING Credit Agreement for the three months ended December 31, 2024 and 2023, respectively.
JPM SPV Facility
On February 24, 2023, the Company entered into a loan and security agreement (as amended and/or restated, from time to time, the “JPM Loan and Security Agreement”) among OSCF Lending SPV, LLC (“OSCF Lending SPV”), a wholly owned subsidiary of the Company, as borrower, the Company, as parent and servicer, Citibank, N.A., as collateral agent and securities intermediary, Virtus Group, LP, as collateral administrator, the lenders party thereto, and JPMorgan Chase Bank, National Association (“JPM”), as administrative agent, pursuant to which JPM agreed to extend credit to OSCF Lending SPV in an aggregate principal amount up to $500 million.
The JPM Loan and Security Agreement provides for a senior secured revolving credit facility that has a reinvestment period ending May 29, 2027 and a stated maturity date of May 29, 2029. Subject to certain conditions, including consent of the lenders and JPM, as administrative agent, at any time during the reinvestment period, OSCF Lending SPV may propose one or more increases in the JPM Maximum Commitment up to an amount not to exceed $1.0 billion. Borrowings under the JPM Loan and Security Agreement bear interest at a rate per annum equal to the forward-looking term rate with a three-month tenor, based on SOFR plus 2.50%.
The obligations of OSCF Lending SPV under the JPM Loan and Security Agreement are secured by all of the assets held by OSCF Lending SPV.
Borrowings under the JPM Loan and Security Agreement are subject to various covenants as well as the asset coverage requirement contained in the Investment Company Act.
As of December 31, 2024 and September 30, 2024, OSCF Lending SPV had $350.0 million and $230.0 million outstanding under the JPM Loan and Security Agreement, respectively. For the three months ended December 31, 2024 and 2023, OSCF Lending SPV’s borrowings under the JPM Loan and Security Agreement bore interest at a weighted average rate of 7.60% and 8.49%, respectively. The Company recorded $6,310 and $3,592 of interest expense (inclusive of fees) related to the JPM Loan and Security Agreement for the three months ended December 31, 2024 and 2023, respectively.
SMBC SPV Facility
On September 29, 2023, the Company entered into a loan and security agreement (as amended and/or restated, from time to time, the “SMBC Loan and Security Agreement”) among OSCF Lending III SPV, LLC (“OSCF Lending III SPV”), a wholly owned subsidiary of the Company, as borrower, the Company, as transferor and servicer, Citibank, N.A., as the account bank, Virtus Group, LP, as collateral custodian, the lenders party thereto, and Sumitomo Mitsui Banking Corporation (“SMBC”), as administrative agent and collateral agent, pursuant to which SMBC agreed to extend credit to OSCF Lending III SPV in an aggregate principal amount up to $150 million at any one time outstanding.
The SMBC Loan and Security Agreement provides for a senior secured revolving credit facility that has a three-year reinvestment period through September 29, 2026 and a stated maturity date of September 29, 2028. Borrowings under the SMBC Loan and Servicing Agreement bear interest at a rate per annum equal to, at the request of OSCF Lending III SPV, either (1) SOFR plus 2.45% up to and including 3.00% depending on the collateral securing the facility 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
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
SOFR plus 1%) plus 1.45% up to and including 2.00% depending on the collateral securing the facility. The Company is required to pay a non-usage fee of 0.50% or 0.75% depending on amounts borrowed by the Company under the facility.
The obligations of OSCF Lending III SPV under the SMBC Loan and Security Agreement are secured by all of the assets held by OSCF Lending III SPV.
Borrowings under the SMBC Loan and Security Agreement are subject to various covenants as well as the asset coverage requirement contained in the Investment Company Act.
As of each of December 31, 2024 and September 30, 2024, the Company had $100.0 million outstanding under the SMBC Loan and Security Agreement. For the three months ended December 31, 2024, the Company’s borrowings under the SMBC Loan and Security Agreement bore interest at a weighted average rate of 7.51%. The Company recorded $2,082 and $287 of interest expense (inclusive of fees) related to the SMBC Loan and Security Agreement for the three months ended December 31, 2024 and 2023, respectively.
CIBC SPV Facility
On November 21, 2023, the Company entered into a loan and servicing agreement (as amended and/or restated, from time to time, the “CIBC Loan and Servicing Agreement”) among OSCF Lending V SPV, LLC (“OSCF Lending V SPV”), a wholly owned subsidiary of the Company, 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, pursuant to which CIBC agreed to extend credit to OSCF Lending V SPV in an aggregate principal amount up to $150 million (the “ CIBC Maximum Commitment”) at any one time outstanding.
The CIBC Loan and Servicing Agreement provides for a senior secured revolving credit facility that has a reinvestment period through November 21, 2025 and a stated maturity date of November 21, 2025. Subject to certain conditions, including consent of the lenders and CIBC as administrative agent, during the CIBC Availability Period, OSCF Lending V SPV may propose up to four increases in the CIBC Maximum Commitment up to an amount not to exceed $500 million in the aggregate. On April 26, 2024, the Company increased the CIBC Maximum Commitment to $350 million.
Borrowings under the CIBC Loan and Servicing Agreement bear interest at a rate per annum equal to, at the request of OSCF Lending V SPV, either (1) the 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.
The obligations of OSCF Lending V SPV under the CIBC 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 “OSCF Lending V SPV 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 OSCF Lending V SPV Loans, as well as the borrower’s and servicer’s businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of the OSCF Lending V SPV Loans, reporting requirements and other customary requirements for similar revolving funding facilities.
The CIBC 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, CIBC, as administrative agent, may terminate the commitments and declare the outstanding borrowings and all other obligations under the CIBC Loan and Servicing Agreement immediately due and payable.
Borrowings under the CIBC Loan and Servicing Agreement are subject to various covenants as well as the asset coverage requirement contained in the Investment Company Act.
As of each of December 31, 2024 and September 30, 2024, the Company had $225.0 million outstanding under the CIBC Loan and Servicing Agreement. For the three months ended December 31, 2024, the Company’s borrowings under the CIBC Loan and Servicing Agreement bore interest at a weighted average rate of 7.30%. The Company recorded $4,637 and $75 of interest expense (inclusive of fees) related to the CIBC Loan and Servicing Agreement for the three months ended December 31, 2024 and 2023, respectively.
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
DBNY SPV Facility
On February 15, 2024, the Company entered into a loan financing and servicing agreement (the “DBNY Loan Financing and Servicing Agreement”), among OSCF Lending IV SPV, LLC (“OSCF Lending IV SPV”), a wholly owned subsidiary of the Company, as borrower, the Company, as servicer and equityholder, the lenders party thereto, Deutsche Bank AG, New York Branch (“DBNY”), as facility agent, the other agents parties thereto and Deutsche Bank National Trust Company, as collateral agent and collateral custodian, pursuant to which DBNY has agreed to extend credit to OSCF Lending IV SPV in an aggregate principal amount up to $300 million (the “DBNY Facility Amount”) at any one time outstanding.
The DBNY Loan Financing and Servicing Agreement provides for a senior secured revolving credit facility that has a reinvestment period through February 15, 2027 (the “DBNY Availability Period”). Borrowings under the DBNY Loan Financing and Servicing Agreement may be denominated in EUR, AUD, CAD, GBP or USD and bear interest at a rate per annum equal to the sum of, for any accrual period and any lender, (i) the applicable margin and (ii) the cost of funds rate for such accrual period and such lender. The applicable margin will be 2.40% per annum prior to the end of the DBNY Availability Period and 3.05% per annum thereafter; provided that, on and after the occurrence of any Event of Default (as defined in the DBNY Loan Financing and Servicing Agreement), the applicable margin shall be increased by 2.00% per annum. The cost of funds rate will be, (a) for each conduit lender, the lower of (x) such conduit lender’s Commercial Paper Rate (as defined in the DBNY Loan Financing and Servicing Agreement) and (y) the SOFR for a three-month tenor as quoted by CME Group Benchmark Administration Limited (which shall in no event be lower than 0.25%), and (b) for each committed lender, the base rate determined by reference to the applicable benchmark index depending on the currency denomination of the advances.
The obligations of OSCF Lending IV SPV under the DBNY Loan Financing and Servicing Agreement are secured by all of the assets held by OSCF Lending IV SPV, including loans it has made or acquired (the “OSCF Lending IV SPV Loans”), except for certain Retained Interests (as defined in the DBNY Loan Financing and Servicing Agreement). Under the Loan Financing and Servicing Agreement, OSCF Lending IV SPV, as borrower, and the Company, as servicer, have made representations and warranties regarding the OSCF Lending IV SPV Loans, as well as our businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of the OSCF Lending IV SPV Loans, reporting requirements and other customary requirements for similar revolving funding facilities. Borrowings under the DBNY Loan Financing and Servicing Agreement are subject to various covenants.
The DBNY Loan Financing and Servicing Agreement contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, DBNY, as facility agent, may terminate the commitments and declare the outstanding borrowings and all other obligations under the DBNY Loan Financing and Servicing Agreement immediately due and payable.
Subject to certain conditions, including consent of DBNY, as facility agent, OSCF Lending IV SPV may (i) propose increases in the DBNY Facility Amount up to an amount not to exceed $1.0 billion in the aggregate, (ii) add additional lender groups and/or (iii) increase the commitment of any lender group with the consent of such lender group. The DBNY Facility Amount may, subject to certain conditions, including consent of DBNY, as facility agent, be so increased to $400 million on the earlier of (x) the one year anniversary of the DBNY Closing Date and (y) the date selected by OSCF Lending IV SPV (via written notice to DBNY, as facility agent) to so increase the DBNY Facility Amount.
As of each of December 31, 2024 and September 30, 2024, the Company had $100.0 million outstanding under the DBNY Loan Financing and Serving Agreement. For the three months ended December 31, 2024, the Company’s borrowings under the DBNY Loan Financing and Servicing Agreement bore interest at a weighted average rate of 8.53%. The Company recorded $2,632 of interest expense (inclusive of fees) related to the DBNY Loan Financing and Serving Agreement for the three months ended December 31, 2024.
MS SPV Facility
On February 23, 2024, the Company entered into a loan and servicing agreement (the “MS Loan and Servicing Agreement”), among OSCF Lending II SPV, LLC (“OSCF Lending II SPV”), a wholly owned subsidiary of us, as borrower, the Company, as transferor and servicer, Citibank, N.A., as the collateral agent, account bank and collateral custodian, Virtus Group, LP, as collateral administrator, each of the lenders from time to time party thereto, and Morgan Stanley Asset Funding, Inc. (“MS”), as the administrative agent, pursuant to which MS has agreed to extend credit to OSCF Lending II SPV in an aggregate principal amount up to $200 million (the “MS Maximum Commitment”) at any one time outstanding.
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
The MS Loan and Servicing Agreement provides for a senior secured revolving credit facility that has a three-year reinvestment period through February 23, 2027 and a stated maturity date of February 23, 2029. Advances under the MS Loan and Servicing Agreement bear interest at a rate per annum equal to SOFR plus 2.35% during the MS Availability Period and 2.85% thereafter; provided that the applicable margin shall be increased by 2.00% per annum (i) during the existence of a Specified Event of Default (as defined in the MS Loan and Servicing Agreement), (ii) upon written notice from MS, as administrative agent (at the direction of required lenders) to OSCF Lending II SPV and us during the existence of any other Event of Default (as defined in the MS Loan and Servicing Agreement) or (iii) after a Facility Maturity Date (as defined in the MS Loan and Servicing Agreement).
The obligations of OSCF Lending II SPV under the MS Loan and Servicing Agreement are secured by all of the assets held by OSCF Lending II SPV, including certain loans it has made or acquired (such loans, the “OSCF Lending II SPV Loans”), except for certain Retained Interests (as defined in the MS Loan and Servicing Agreement). Under the MS Loan and Servicing Agreement, OSCF Lending II SPV, as borrower, and the Company, as servicer, have made representations and warranties regarding the OSCF Lending II SPV Loans, as well as the Company’s businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities.
The MS 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, MS, as administrative agent may terminate the commitments and declare the outstanding loans and all other obligations under the MS Loan and Servicing Agreement immediately due and payable.
Borrowings under the MS Loan and Servicing Agreement are subject to various covenants as well as the asset coverage requirement contained in the Investment Company Act.
As of December 31, 2024 and September 30, 2024, the Company had $60.0 million and $25.0 million outstanding under the MS Loan and Serving Agreement, respectively. For the three months ended December 31, 2024, the Company’s borrowings under the MS Loan and Servicing Agreement bore interest at a weighted average rate of 7.73%. The Company recorded $1,131 of interest expense (inclusive of fees) related to the MS Loan and Serving Agreement for the three months ended December 31, 2024.
2028 Unsecured Notes
On November 14, 2023, the Company issued $350 million aggregate principal amount of its 8.400% Notes due 2028 (the “2028 Unsecured Notes”) pursuant to an indenture, dated as of November 14, 2023 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee, and a first supplemental indenture (the “First Supplemental Indenture”) to the Base Indenture.
The 2028 Unsecured Notes mature on November 14, 2028, unless previously redeemed or repurchased in accordance with their terms. The 2028 Unsecured Notes bear interest at a rate of 8.400% per year payable semi-annually in arrears on May 14 and November 14 of each year. The 2028 Unsecured Notes are the Company’s direct, unsecured obligations and rank senior in right of payment to its future indebtedness that is expressly subordinated in right of payment to the 2028 Unsecured Notes; equal in right of payment to its existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of its secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by its subsidiaries, financing vehicles or similar facilities.
The First Supplemental Indenture contains certain covenants, including a covenant requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act, or any successor provisions, but giving effect to any exemptive relief granted to the Company by the SEC and to provide financial information to the holders of the 2028 Unsecured Notes and the trustee if the Company should no longer be subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are set forth in the First Supplemental Indenture.
In connection with the 2028 Unsecured Notes, the Company entered into an interest rate swap to more closely align the interest rate payable on the 2028 Unsecured Notes with its investment portfolio, which consists of predominately floating rate
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 8.400% and pays a floating interest rate of the three-month SOFR plus 4.0405% on a notional amount of $350 million.
The below table presents the components of the carrying value of the 2028 Unsecured Notes as of December 31, 2024 and September 30, 2024:
| | | | | | | | | | | |
($ in millions) | December 31, 2024 | | September 30, 2024 |
Principal | $ | 350.0 | | | $ | 350.0 | |
Unamortized financing costs | (3.5) | | | (3.7) | |
Unaccreted discount | (1.4) | | | (1.5) | |
Interest rate swap fair value adjustment | 2.1 | | | 12.4 | |
Net carrying value | $ | 347.2 | | | $ | 357.2 | |
Fair Value | $ | 375.2 | | | $ | 378.6 | |
The below table presents the components of interest and other debt expenses related to the 2028 Unsecured Notes for the three months ended December 31, 2024 and 2023:
| | | | | | | | | | | |
($ in millions) | Three months ended December 31, 2024 | | Three months ended December 31, 2023 |
Coupon interest | $ | 7.4 | | | $ | 3.8 | |
Amortization of financing costs and discount | 0.3 | | | 0.1 | |
Effect of interest rate swap | 0.6 | | | 0.6 | |
Total interest expense | $ | 8.3 | | | $ | 4.5 | |
Coupon interest rate (net of effect of interest rate swaps) | 8.935 | % | | 9.450 | % |
2029 Unsecured Notes
On July 23, 2024, the Company issued $400 million aggregate principal amount of its 6.500% Notes due 2029 (the “2029 Unsecured Notes”) pursuant to the Base Indenture and a second supplemental indenture (the “Second Supplemental Indenture”) to the Base Indenture.
The 2029 Unsecured Notes mature on July 23, 2029, unless previously redeemed or repurchased in accordance with their terms. The 2029 Unsecured Notes bear interest at a rate of 6.500% per year payable semi-annually in arrears on January 23 and July 23 of each year, commencing on January 23, 2025. The 2029 Unsecured Notes are the Company’s direct, unsecured obligations and rank senior in right of payment to its future indebtedness that is expressly subordinated in right of payment to the 2029 Unsecured Notes; equal in right of payment to its existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of its secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by its subsidiaries, financing vehicles or similar facilities.
The Second Supplemental Indenture contains certain covenants, including a covenant requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act, or any successor provisions, but giving effect to any exemptive relief granted to the Company by the SEC and to provide financial information to the holders of the 2029 Unsecured Notes and the trustee if the Company should no longer be subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are set forth in the Second Supplemental Indenture.
In connection with the 2029 Unsecured Notes, the Company entered into an interest rate swap to more closely align the interest rate payable on the 2029 Unsecured Notes with its investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 6.500% and pays a floating interest rate of the three-month SOFR plus 2.5954% on a notional amount of $400 million.
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
The below table presents the components of the carrying value of the 2029 Unsecured Notes as of December 31, 2024 and September 30, 2024:
| | | | | | | | | | | |
($ in millions) | December 31, 2024 | | September 30, 2024 |
Principal | $ | 400.0 | | | $ | 400.0 | |
Unamortized financing costs | (4.6) | | | (4.8) | |
Unaccreted discount | (2.2) | | | (2.3) | |
Interest rate swap fair value adjustment | (4.1) | | | 9.2 | |
Net carrying value | $ | 389.1 | | | $ | 402.1 | |
Fair Value | $ | 404.6 | | | $ | 412.0 | |
The below table presents the components of interest and other debt expenses related to the 2029 Unsecured Notes for the three months ended December 31, 2024:
| | | | | | | | |
($ in millions) | | |
Coupon interest | | $ | 6.5 | |
Amortization of financing costs and discount | | 0.4 | |
Effect of interest rate swap | | 1.0 | |
Total interest expense | | $ | 7.9 | |
Coupon interest rate (net of effect of interest rate swaps) | | 7.380 | % |
Note 7. Taxable/Distributable Income
Taxable income differs from net increase (decrease) in net assets resulting from operations primarily due to: (1) unrealized appreciation (depreciation) on investments and foreign currency, as gains and losses are not included in taxable income until they are realized, (2) organizational and deferred offering costs and (3) the capital gains incentive fee accrual.
Presented below is a reconciliation of net increase (decrease) in net assets resulting from operations to taxable income for the three months ended December 31, 2024 and 2023:
| | | | | | | | | | | |
| Three months ended December 31, 2024 | | Three months ended December 31, 2023 |
Net increase (decrease) in net assets resulting from operations | $ | 76,780 | | | $ | 52,934 | |
Net unrealized (appreciation) depreciation | (963) | | | (16,919) | |
Book/tax difference due to capital gains incentive fees | 657 | | | 2,141 | |
Other book/tax differences (1) | 30,358 | | | (4,535) | |
| | | |
| | | |
| | | |
| | | |
| | | |
Taxable income (2) | $ | 106,832 | | | $ | 33,621 | |
__________________
(1)For the three months ended December 31, 2024, the other book/tax difference was primarily due to changes in unrealized value of foreign currency forwards.
(2)The Company’s taxable income for the three months ended December 31, 2024 is an estimate and will not be finally determined until the Company files its tax return for the fiscal year ending September 30, 2025. The final taxable income may be different than the estimate.
For the three months ended December 31, 2024, the Company recognized (i) a provision for incomes taxes on net investment income of $265, which was all current tax expense, and (ii) a provision for income taxes on realized and unrealized gains (losses) of $65, of which $45 was deferred tax expense and $20 was current tax expense.
For the three months ended December 31, 2023, the Company recognized a total provision for income tax expense of $241, which was comprised of a current tax expense of $241.
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
As of September 30, 2024, the Company’s last tax year end, the components of accumulated overdistributed earnings on a tax basis were as follows:
| | | | | |
Overdistributed ordinary income, net | $ | (60,970) | |
Net realized capital gains | 10,137 | |
Unrealized gains, net | 43,084 | |
Accumulated overdistributed earnings | $ | (7,749) | |
The aggregate cost of investments for U.S. federal income tax purposes was $4,424.0 million as of September 30, 2024. As of September 30, 2024, 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 $101.6 million. As of September 30, 2024, 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 $58.5 million. Net unrealized appreciation based on the aggregate cost of investments for U.S. federal income tax purposes was $43.1 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.
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 pays 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. For the three months ended December 31, 2024, base management fees were $10,462. For the three months ended December 31, 2023, base management fees were $5,756.
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
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
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.
The Adviser waived the Investment Income Incentive Fee through November 2022.
For the three months ended December 31, 2024, the Investment Income Incentive Fee was $10,749. For the three months ended December 31, 2023, the Investment Income Incentive Fee was $5,754.
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) under the Investment Advisory Agreement. 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 T shares, Class S shares, Class D shares and Class I shares. As of December 31, 2024, the Company did not incur any Capital Gains Incentive Fees under the Investment Advisory Agreement.
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, 2024 and 2023, there were $572 and $2,141 of accrued Capital Gains Incentive Fees, respectively. As of December 31, 2024, there were $3,801 of Capital Gains Incentive Fees accrued since inception.
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 record keeping services at such
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
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 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 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.
For the three months ended December 31, 2024, the Company incurred $398 of expenses under the Administration Agreement, of which $248 was included in administrator expense, $31 was included in general and administrative expenses and $119 was included in organization expenses and amortization of continuous offering costs on the Consolidated Statements of Operations. For the three months ended December 31, 2023, the Company incurred $369 of expenses under the Administration Agreement, of which $302 was included in administrator expense, $61 was included in general and administrative expenses and $6, was included in organization expenses and amortization of continuous offering costs on the Consolidated Statements of Operations.
Certain Terms of the Investment Advisory Agreement and Administration Agreement
Unless earlier terminated as described below, each of the Investment Advisory Agreement and the Administration Agreement will remain in effect from year-to-year 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
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
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”).
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).
Distribution and Servicing Plan
Effective as of February 3, 2022, the Company established a distribution and servicing plan (as amended and restated, the “Distribution and Servicing Plan”). The following table shows the shareholder servicing and/or distribution fees the Company pays the Distribution Manager with respect to the Class T, Class S, Class D and Class I on an annualized basis as a percentage of the Company’s NAV for such class.
| | | | | |
Shareholder Servicing and/or Distribution Fee as a % of NAV |
Class I shares | — | % |
Class S shares | 0.85 | % |
Class D shares | 0.25 | % |
Class T shares | 0.85 | % |
The shareholder servicing and/or distribution fees is paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month and subject to FINRA and other limitations on underwriting compensation. Class I shares are not subject to a shareholder servicing and/or distribution fee.
The Distribution Manager reallows (pays) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class T shares, Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under the Company’s distribution reinvestment plan.
Broker eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class T, Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding the Company, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.
For the three months ended December 31, 2024 and 2023, the Company recorded distribution and shareholder servicing fees of $2,352 and $1,281, respectively, primarily all of which were attributable to Class S shares.
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
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, 2024 and 2023, the Adviser did not make any Expense Payments. For the three months ended December 31, 2024, the Company did not make any reimbursement payments to the Adviser. For the three months ended December 31, 2023, the Company made reimbursement payments of $1,045 to the Adviser. As of December 31, 2024, there were no amounts due to the Adviser from the Company under the Expense Support Agreement.
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
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Share amounts in thousands) | Three months ended December 31, 2024 | | Three months ended December 31, 2023 |
| Class I | | Class S | | Class D | | Class I | | Class S | | Class D |
Net asset value at beginning of period | $ | 23.56 | | | $ | 23.56 | | | $ | 23.56 | | | $ | 23.56 | | | $ | 23.56 | | | $ | 23.56 | |
Net investment income (1) | 0.52 | | | 0.47 | | | 0.51 | | | 0.47 | | | 0.42 | | | 0.46 | |
Net unrealized appreciation (depreciation) (1)(2) | 0.01 | | | 0.01 | | | 0.01 | | | 0.19 | | | 0.19 | | | 0.19 | |
Net realized gains (losses) (1) | 0.03 | | | 0.03 | | | 0.03 | | | 0.01 | | | 0.01 | | | 0.01 | |
Net increase (decrease) in net assets resulting from operations | 0.56 | | | 0.51 | | | 0.55 | | | 0.67 | | | 0.62 | | | 0.66 | |
Distributions of net investment income to shareholders | (0.52) | | | (0.47) | | | (0.51) | | | (0.47) | | | (0.42) | | | (0.46) | |
Distributions in excess of net investment income | (0.08) | | | (0.08) | | | (0.08) | | | (0.14) | | | (0.14) | | | (0.14) | |
Net asset value at end of period | $ | 23.52 | | | $ | 23.52 | | | $ | 23.52 | | | $ | 23.62 | | | $ | 23.62 | | | $ | 23.62 | |
Total return (3) | 2.40 | % | | 2.18 | % | | 2.33 | % | | 2.88 | % | | 2.66 | % | | 2.82 | % |
Common shares outstanding at beginning of the period | 89,884 | | | 44,323 | | | 81 | | | 44,103 | | | 20,787 | | | 6 | |
Common shares outstanding at end of period | 97,207 | | | 47,759 | | | 107 | | | 57,111 | | | 27,765 | | | 22 | |
Net assets at the beginning of the period | $ | 2,118,000 | | | $ | 1,044,424 | | | $ | 1,916 | | | $ | 1,039,238 | | | $ | 489,821 | | | $ | 146 | |
Net assets at end of period | $ | 2,286,444 | | | $ | 1,123,357 | | | $ | 2,515 | | | $ | 1,348,877 | | | $ | 655,764 | | | $ | 530 | |
Average net assets (4) | $ | 2,245,265 | | | $ | 1,111,550 | | | $ | 2,380 | | | $ | 1,244,421 | | | $ | 605,418 | | | $ | 348 | |
Ratio of net investment income to average net assets (5) | 2.22 | % | | 2.01 | % | | 2.16 | % | | 2.01 | % | | 1.80 | % | | 1.95 | % |
Ratio of total expenses to average net assets (5)(7) | 2.00 | % | | 2.18 | % | | 2.05 | % | | 1.79 | % | | 2.00 | % | | 1.85 | % |
Ratio of net expenses to average net assets (5) | 2.00 | % | | 2.18 | % | | 2.05 | % | | 1.84 | % | | 2.06 | % | | 1.91 | % |
Ratio of portfolio turnover to average investments at fair value (5) | 9.95 | % | | 9.95 | % | | 9.95 | % | | 3.74 | % | | 3.74 | % | | 3.74 | % |
Weighted average outstanding debt | $ | 1,965,163 | | | $ | 1,965,163 | | | $ | 1,965,163 | | | $ | 734,946 | | | $ | 734,946 | | | $ | 734,946 | |
Average debt per share (1) | $ | 13.83 | | | $ | 13.83 | | | $ | 13.83 | | | $ | 9.37 | | | $ | 9.37 | | | $ | 9.37 | |
Asset coverage ratio (6) | 265.13 | % | | 265.13 | % | | 265.13 | % | | 317.80 | % | | 317.80 | % | | 317.80 | % |
| | | | | |
(1) | Calculated based upon weighted average shares outstanding for the period. |
(2) | The amount shown may not correspond with the net unrealized appreciation (depreciation) on investments for the three months ended December 31, 2024 and 2023 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 distribution 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, 2024 and 2023 have not been annualized for purposes of this ratio. |
(6) | Based on outstanding senior securities of $2,060.4 million and $922.8 million as of December 31, 2024 and 2023, respectively. |
(7) | Total expenses to average net assets is prior to management fee waivers and expense support/reimbursements 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. Derivative Instruments
The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company entered into an International Swaps and Derivatives Association, Inc. Master Agreement (the “ISDA Master Agreement”) with its derivative counterparty, Bank of New York Mellon. The ISDA Master Agreement permits a single net payment in the event of a default or similar event. As of December 31, 2024, no cash collateral has been pledged to cover obligations and no cash collateral has been received from the counterparty with respect to the Company’s forward currency contracts.
Certain information related to the Company’s foreign currency forward contracts is presented below as of December 31, 2024.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets | | Gross Amount of Recognized Liabilities | | Balance Sheet Location of Net Amounts |
Foreign currency forward contract | | $ | 252,917 | | | € | 231,130 | | | 2/6/2025 | | $ | 13,222 | | | $ | — | | | Derivative asset |
Foreign currency forward contract | | $ | 171,400 | | | £ | 132,182 | | | 2/6/2025 | | 5,906 | | | — | | | Derivative asset |
Foreign currency forward contract | | $ | 6,999 | | | kr | 76,683 | | | 2/6/2025 | | 248 | | | — | | | Derivative asset |
| | | | | | | | $ | 19,376 | | | $ | — | | | |
Certain information related to the Company’s foreign currency forward contracts is presented below as of September 30, 2024.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets | | Gross Amount of Recognized Liabilities | | Balance Sheet Location of Net Amounts |
Foreign currency forward contract | | $ | 235,495 | | | € | 213,997 | | | 11/7/2024 | | $ | — | | | $ | 3,725 | | | Derivative liability |
Foreign currency forward contract | | $ | 158,386 | | | £ | 123,967 | | | 11/7/2024 | | — | | | 7,890 | | | Derivative liability |
Foreign currency forward contract | | $ | 6,602 | | | kr | 72,797 | | | 11/7/2024 | | — | | | 312 | | | Derivative liability |
| | | | | | | | $ | — | | | $ | 11,927 | | | |
In connection with the issuance of the 2028 Unsecured Notes, the Company entered into interest rate swap agreements with the BNP Paribas pursuant to ISDA Master Agreements. In connection with the issuance of the 2029 Unsecured Notes, the Company entered into interest rate swap agreements with Morgan Stanley Bank, N.A. pursuant to ISDA Master Agreements.
Certain information related to the Company’s interest rate swaps is presented below as of December 31, 2024.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Notional Amount | | Maturity Date | | Gross Amount of Recognized Assets | | Gross Amount of Recognized Liabilities | | Balance Sheet Location of Net Amounts |
Interest rate swap | | $ | 350,000 | | | 11/14/2028 | | $ | 2,044 | | | $ | — | | | Derivative asset |
Interest rate swap | | $ | 400,000 | | | 7/23/2029 | | — | | | 4,117 | | | Derivative liability |
| | | | | | $ | 2,044 | | | $ | 4,117 | | | |
Certain information related to the Company’s interest rate swaps is presented below as of September 30, 2024.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Notional Amount | | Maturity Date | | Gross Amount of Recognized Assets | | Gross Amount of Recognized Liabilities | | Balance Sheet Location of Net Amounts |
Interest rate swap | | $ | 350,000 | | | 11/14/2028 | | $ | 12,357 | | | $ | — | | | Derivative asset |
Interest rate swap | | $ | 400,000 | | | 7/23/2029 | | 9,189 | | | — | | | Derivative asset |
| | | | | | $ | 21,546 | | | $ | — | | | |
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
Note 12. 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, 2024, off-balance sheet arrangements consisted of $717,660 of unfunded commitments to provide debt financing to certain of the Company’s portfolio companies. Of the $717,660, approximately $682,215 can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions. As of September 30, 2024, off-balance sheet arrangements consisted of $642,044 of unfunded commitments to provide debt financing to certain of the Company’s portfolio companies. Of the $642,044, approximately $600,609 can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions. 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, 2024 and September 30, 2024 is shown in the table below: | | | | | | | | | | | | | | |
| | December 31, 2024 | | September 30, 2024 |
Integrity Marketing Acquisition, LLC | | $ | 45,219 | | | $ | 48,889 | |
Poseidon Midco AB | | 32,272 | | | 32,272 | |
Biscuit Parent, LLC | | 31,516 | | | 15,000 | |
Verona Pharma, Inc. | | 29,285 | | | 29,285 | |
Geo Topco Corporation | | 26,008 | | | — | |
PPW Aero Buyer, Inc. | | 25,152 | | | 26,797 | |
Accession Risk Management Group, Inc. | | 25,032 | | | 28,981 | |
TBRS, Inc. | | 20,699 | | | — | |
Everbridge, Inc. | | 19,899 | | | 19,899 | |
PetVet Care Centers, LLC | | 19,210 | | | 19,210 | |
Telephone and Data Systems, Inc. | | 18,569 | | | 18,569 | |
THG ACQUISITION, LLC | | 16,577 | | | — | |
Next Holdco, LLC | | 16,443 | | | 16,443 | |
OneOncology, LLC | | 15,946 | | | 10,470 | |
Janus Bidco Limited | | 15,760 | | | 15,793 | |
NFM & J, L.P. | | 15,684 | | | 16,947 | |
Creek Parent, Inc. | | 15,257 | | | — | |
SEI Holding I Corporation | | 14,678 | | | 14,608 | |
Quantum Bidco Limited | | 14,227 | | | 24,898 | |
Monotype Imaging Holdings Inc. | | 13,657 | | | 15,061 | |
CVAUSA Management, LLC | | 13,657 | | | 13,657 | |
Truck-Lite Co., LLC | | 13,446 | | | 13,454 | |
Bamboo US Bidco LLC | | 13,308 | | | 7,220 | |
SumUp Holdings Luxembourg | | 12,795 | | | 12,795 | |
AVSC Holding Corp. | | 12,068 | | | — | |
North Star Acquisitionco, LLC | | 11,211 | | | 14,066 | |
Minotaur Acquisition, Inc. | | 11,132 | | | 11,132 | |
Sorenson Communications, LLC | | 10,177 | | | 10,177 | |
MRI Software LLC | | 9,929 | | | 10,716 | |
Kite Midco II Inc. | | 9,609 | | | — | |
ACESO Holding 4 S.A.R.L. | | 9,495 | | | 9,511 | |
Microf Funding V LLC | | 8,670 | | | 8,670 | |
Legends Hospitality Holding Company, LLC | | 8,171 | | | 9,820 | |
107-109 Beech OAK22 LLC | | 7,501 | | | 7,501 | |
IW Buyer LLC | | 7,336 | | | 7,504 | |
Optimizely North America Inc. | | 7,109 | | | — | |
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
| | | | | | | | | | | | | | |
| | December 31, 2024 | | September 30, 2024 |
USIC Holdings, Inc. | | $ | 7,099 | | | $ | 5,692 | |
Galileo Parent, Inc. | | 7,017 | | | 991 | |
Neptune Platform Buyer, LLC | | 6,863 | | | 6,863 | |
Enverus Holdings, Inc. | | 6,707 | | | 6,567 | |
Protein for Pets Opco, LLC | | 6,639 | | | 6,639 | |
Project Accelerate Parent, LLC | | 6,250 | | | 6,250 | |
WP CPP Holdings, LLC | | 5,831 | | | 5,831 | |
ACP Falcon Buyer Inc | | 5,333 | | | 5,333 | |
Entrata, Inc. | | 5,211 | | | 5,211 | |
Inventus Power, Inc. | | 4,967 | | | 4,967 | |
Eyesouth Eye Care Holdco LLC | | 4,786 | | | 4,835 | |
Crewline Buyer, Inc. | | 4,573 | | | 4,573 | |
BioXcel Therapeutics, Inc. | | 4,471 | | | 4,471 | |
Kings Buyer, LLC | | 4,162 | | | 3,329 | |
Evergreen IX Borrower 2023, LLC | | 4,006 | | | 4,006 | |
Violin Finco Guernsey Limited | | 3,933 | | | 3,933 | |
iCIMs, Inc. | | 3,790 | | | 3,710 | |
Pluralsight, LLC | | 3,351 | | | 3,351 | |
Centralsquare Technologies, LLC | | 3,302 | | | 3,378 | |
Usalco LLC | | 3,269 | | | 3,269 | |
Icefall Parent, Inc. | | 2,662 | | | 2,662 | |
Coupa Holdings, LLC | | 2,122 | | | 2,122 | |
107 Fair Street LLC | | 1,990 | | | 2,849 | |
Oranje Holdco, Inc. | | 1,968 | | | 1,968 | |
Avalara, Inc. | | 1,903 | | | 1,903 | |
Finastra USA, Inc. | | 1,715 | | | 2,436 | |
Establishment Labs Holdings Inc. | | 1,689 | | | 3,378 | |
Grove Hotel Parcel Owner, LLC | | 1,061 | | | 1,768 | |
Dukes Root Control Inc. | | 899 | | | 853 | |
112-126 Van Houten Real22 LLC | | 739 | | | 870 | |
LSL Holdco, LLC | | 731 | | | 244 | |
Salus Workers' Compensation, LLC | | 531 | | | 1,898 | |
Transit Buyer LLC | | 520 | | | 520 | |
ASP-R-PAC Acquisition Co LLC | | 470 | | | 247 | |
Supreme Fitness Group NY Holdings, LLC | | 396 | | | 396 | |
AmSpec Parent LLC | | — | | | 19,666 | |
Delta Leasing SPV II LLC | | — | | | 11,419 | |
Harrow, Inc. | | — | | | 4,301 | |
| | $ | 717,660 | | | $ | 642,044 | |
OAKTREE STRATEGIC CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
Note 13. 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, 2024, except as discussed below.
Share Issuances
On January 1, 2025, the Company issued and sold pursuant to its continuous public offering 2,838,616 Class I shares for proceeds of $66.8 million, 1,287,839 Class S shares for proceeds of $30.3 million and 5,846 Class D shares for proceeds of $0.1 million.
Distributions
On January 28, 2025, the Board of Trustees of the Company declared a regular distribution on its outstanding Common Shares in the amount per share set forth below:
| | | | | | | | | | | | | | | | | | | | |
| | Gross Distribution | | Shareholder Servicing and/or Distribution Fee | | Net Distribution |
Class I shares | | $ | 0.2000 | | | $ | — | | | $ | 0.2000 | |
Class S shares | | $ | 0.2000 | | | $ | 0.0167 | | | $ | 0.1833 | |
Class D shares | | $ | 0.2000 | | | $ | 0.0049 | | | $ | 0.1951 | |
The distribution is payable to shareholders of record as of January 29, 2025 and will be paid on or about February 26, 2025. 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 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, an elevated (but decreasing) interest rate environment and geopolitical events 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, 2024 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 tariffs and trade disputes with other countries, inflation and an elevated 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, natural disasters or pandemics;
•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 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 have elected to be treated, and intend to qualify annually to be treated 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 a subsidiary of Brookfield Oaktree Holdings, LLC ("BOH") (formerly known as Oaktree Capital Group, LLC). In 2019, Brookfield Asset Management Inc. (“Brookfield”) acquired a majority economic interest in BOH. BOH 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 are authorized to offer to sell any combination of four classes of Common Shares: Class T 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.
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, 2024, we have issued and sold 97,273,878 Class I shares for an aggregate purchase price of $2,300.6 million of which $100.0 million was purchased by an affiliate of the Adviser. As of December 31, 2024, we have issued and sold 46,370,147 Class S shares for an aggregate purchase price of $1,091.8 million. As of December 31, 2024, we have issued and sold 106,797 Class D shares for an aggregate purchase price of $2.5 million. As of December 31, 2024, we had not issued any Class T shares.
Business Environment and Developments
Global financial markets have experienced an increase in volatility over the last few years amid higher inflation, elevated interest rates, and concern over a potential slowdown in economic activity. As inflation pressures have eased in recent months, the Federal Reserve has relaxed its monetary policies and cut the federal funds rate to support the broader economy. However, various macroeconomic headwinds remain including ongoing conflict in the Middle East and signs of an economic slowdown outside the United States. 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 they might evolve. 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 backdrop, we believe attractive risk-adjusted returns can be achieved by making loans to companies in the middle market. 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.
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.
•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 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.
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 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 we 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.
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.
The fair value of our investments as of December 31, 2024 and September 30, 2024 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.
Certain factors that may be considered in determining the fair value of our investments include the nature and realizable value of any collateral, the portfolio company’s earnings and its ability to make payments on its indebtedness, the markets in which the portfolio company does business, comparison to comparable publicly-traded companies, discounted cash flow and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, Oaktree’s determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Due to these uncertainties, Oaktree’s fair value determinations may cause our net asset value on a given date to materially understate or overstate the value that we may ultimately realize upon the sale of one or more of our investments.
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 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, 2024, we held $5,023.7 million of investments at fair value, up from $4,576.2 million held at September 30, 2024, primarily driven by new originations funded primarily by cash proceeds from our continuous public offering and an increase in borrowings under our credit facilities.
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. As of December 31, 2024, there was one investment on non-accrual status that represented 0.1% and 0.0% of total debt investments at cost and fair value, respectively. As of September 30, 2024, there was one investment on non-accrual status that represented 0.1% and 0.1% of total debt investments at cost and fair value, respectively.
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.
PIK Interest Income
Our investments in debt securities may contain payment-in-kind ("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.
Portfolio Composition
As of December 31, 2024, the fair value of our investment portfolio was $5,023.7 million and was composed of investments in 173 portfolio companies. As of September 30, 2024, the fair value of our investment portfolio was $4,576.2 million and was composed of investments in 180 portfolio companies.
As of December 31, 2024 and September 30, 2024, our investment portfolio consisted of the following:
| | | | | | | | | | | | | | |
| | December 31, 2024 | | September 30, 2024 |
Cost: | | | | |
Senior Secured Debt | | 89.59 | % | | 89.12 | % |
Subordinated Debt | | 9.89 | % | | 10.33 | % |
Preferred Equity | | 0.26 | % | | 0.27 | % |
Common Equity and Warrants | | 0.26 | % | | 0.28 | % |
Total | | 100.00 | % | | 100.00 | % |
| | | | | | | | | | | | | | |
| | December 31, 2024 | | September 30, 2024 |
Fair Value: | | | | |
Senior Secured Debt | | 89.49 | % | | 89.02 | % |
Subordinated Debt | | 9.99 | % | | 10.40 | % |
Preferred Equity | | 0.31 | % | | 0.31 | % |
Common Equity and Warrants | | 0.21 | % | | 0.27 | % |
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, 2024 | | September 30, 2024 |
Fair Value: | | | | |
Application Software | | 18.46 | % | | 17.60 | % |
Aerospace & Defense | | 4.57 | % | | 3.68 | % |
Systems Software | | 4.34 | % | | 4.70 | % |
Health Care Services | | 3.94 | % | | 4.38 | % |
Multi-Sector Holdings | | 3.49 | % | | 4.16 | % |
Specialized Consumer Services | | 3.48 | % | | 1.19 | % |
Insurance Brokers | | 3.44 | % | | 2.48 | % |
Interactive Media & Services | | 3.30 | % | | 3.73 | % |
Diversified Financial Services | | 3.20 | % | | 3.56 | % |
Life Sciences Tools & Services | | 2.97 | % | | 0.98 | % |
Diversified Support Services | | 2.94 | % | | 4.80 | % |
Health Care Technology | | 2.60 | % | | 2.87 | % |
Packaged Foods & Meats | | 2.43 | % | | 1.76 | % |
Pharmaceuticals | | 2.36 | % | | 2.78 | % |
Education Services | | 2.15 | % | | 2.73 | % |
Industrial Machinery & Supplies & Components | | 2.07 | % | | 2.29 | % |
Building Products | | 1.94 | % | | — | % |
Trading Companies & Distributors | | 1.90 | % | | 1.84 | % |
Construction & Engineering | | 1.81 | % | | 1.55 | % |
Specialized Finance | | 1.76 | % | | 1.28 | % |
Communications Equipment | | 1.72 | % | | 1.93 | % |
Office Services & Supplies | | 1.69 | % | | 1.83 | % |
Other Specialty Retail | | 1.67 | % | | 1.92 | % |
Electrical Components & Equipment | | 1.59 | % | | 1.82 | % |
Research & Consulting Services | | 1.52 | % | | 0.83 | % |
Environmental & Facilities Services | | 1.51 | % | | 1.70 | % |
Wireless Telecommunication Services | | 1.46 | % | | 1.57 | % |
Construction Machinery & Heavy Transportation Equipment | | 1.23 | % | | 1.36 | % |
Asset Management & Custody Banks | | 1.17 | % | | 1.36 | % |
Data Processing & Outsourced Services | | 1.15 | % | | 1.25 | % |
Health Care Supplies | | 0.99 | % | | 1.49 | % |
Movies & Entertainment | | 0.96 | % | | 0.87 | % |
Financial Exchanges & Data | | 0.96 | % | | 1.04 | % |
Distributors | | 0.94 | % | | 0.64 | % |
Health Care Equipment | | 0.87 | % | | 0.97 | % |
Paper & Plastic Packaging Products & Materials | | 0.80 | % | | 1.24 | % |
Diversified Metals & Mining | | 0.79 | % | | 0.87 | % |
Property & Casualty Insurance | | 0.69 | % | | 1.50 | % |
Commodity Chemicals | | 0.63 | % | | 0.70 | % |
Gold | | 0.59 | % | | 0.65 | % |
Electronic Components | | 0.58 | % | | 0.63 | % |
Real Estate Development | | 0.52 | % | | 0.55 | % |
Metal, Glass & Plastic Containers | | 0.50 | % | | 0.55 | % |
Hotels, Resorts & Cruise Lines | | 0.42 | % | | 0.45 | % |
Cable & Satellite | | 0.41 | % | | 0.46 | % |
Food Distributors | | 0.41 | % | | 0.52 | % |
Consumer Finance | | 0.29 | % | | 0.30 | % |
Biotechnology | | 0.25 | % | | 0.27 | % |
Health Care Distributors | | 0.19 | % | | 0.69 | % |
Leisure Facilities | | 0.19 | % | | 0.20 | % |
Passenger Airlines | | 0.16 | % | | 0.26 | % |
Health Care Facilities | | — | % | | 0.56 | % |
Diversified Chemicals | | — | % | | 0.35 | % |
Advertising | | — | % | | 0.31 | % |
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, 2024 | | September 30, 2024 |
United States | | 86.39 | % | | 84.59 | % |
United Kingdom | | 5.29 | % | | 6.24 | % |
Sweden | | 1.51 | % | | 1.21 | % |
Canada | | 1.38 | % | | 1.51 | % |
Cayman Islands | | 1.03 | % | | 1.35 | % |
Netherlands | | 1.00 | % | | 1.17 | % |
Luxembourg | | 0.96 | % | | 1.95 | % |
India | | 0.79 | % | | 0.87 | % |
Germany | | 0.69 | % | | — | % |
Costa Rica | | 0.30 | % | | 0.29 | % |
France | | 0.25 | % | | 0.30 | % |
Switzerland | | 0.20 | % | | 0.22 | % |
Chile | | 0.16 | % | | 0.26 | % |
Australia | | 0.05 | % | | 0.04 | % |
Total | | 100.00 | % | | 100.00 | % |
See the Schedule of Investments as of December 31, 2024 and September 30, 2024, in our consolidated financial statements in Part I, Item 1, of this quarterly report on Form 10-Q, 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 net 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, 2024 and December 31, 2023
Investment Income
Total investment income for the three months ended December 31, 2024 was $141,636 and consisted of $140,690 of interest income primarily from portfolio investments (including $2,695 of PIK interest income) and $946 of fee income. Total investment income for the three months ended December 31, 2023 was $71,594 and consisted of $71,193 of interest income primarily from portfolio investments (including $621 of PIK interest income) and $401 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, 2024, the weighted average yield on our debt investments was 10.2%, down from 11.5% as of December 31, 2023.
Expenses
Net expenses for the three months ended December 31, 2024 were $69,166, up significantly from $35,791 for the three months ended December 31, 2023. The increase was mainly driven by a larger investment portfolio attributable to new capital raised pursuant to our continuous public offering and an increase in borrowings under our credit facilities. Net expenses consisted of the following:
| | | | | | | | | | | |
| For the three months ended December 31, 2024 | | For the three months ended December 31, 2023 |
Expenses: | | | |
Base management fee | $ | 10,462 | | | $ | 5,756 | |
Investment income incentive fee | 10,749 | | | 5,754 | |
Capital gains incentive fee | 572 | | | 2,141 | |
Professional fees | 1,041 | | | 835 | |
Class S and Class D distribution and shareholder servicing fees | 2,352 | | | 1,281 | |
Board of trustees fees | 116 | | | 91 | |
Organization expenses | 1 | | | — | |
Amortization of continuous offering costs | 367 | | | 222 | |
Interest expense | 42,420 | | | 17,740 | |
Administrator expense | 248 | | | 302 | |
General and administrative expenses | 838 | | | 624 | |
Total expenses | $ | 69,166 | | | $ | 34,746 | |
Expense reimbursements (support) | — | | | 1,045 | |
Net expenses | $ | 69,166 | | | $ | 35,791 | |
For the three months ended December 31, 2024 and 2023, the Adviser did not make any expense payments under the expense support agreement with the Adviser (the "Expense Support Agreement"). For the three months ended December 31, 2024, we did not make any reimbursement payments to the Adviser. For the three months ended December 31, 2023, the Company made reimbursement payments of $1,045 to the Adviser. As of December 31, 2024, there were no amounts due to the Adviser from us under the Expense Support Agreement.
For the three months ended December 31, 2024 and 2023, base management fees were $10,462 and $5,756, respectively. For the three months ended December 31, 2024 and 2023, investment income incentive fees were $10,749 and $5,754, respectively. See Note 9, Related Party Transactions, to our Consolidated Financial Statements, included in Part I, Item 1 of this Form 10-Q.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation was $963 for the three months ended December 31, 2024. This consisted of $31.3 million of net unrealized appreciation of foreign currency forward contracts, partially offset by $15.9 million of net unrealized depreciation related to exited investments (a portion of which resulted in a reclassification to realized gains), $13.5 million of net unrealized depreciation on debt investments and $0.9 million of net unrealized depreciation on equity investments.
Net unrealized appreciation was $16,919 for the three months ended December 31, 2023, which was primarily driven by unrealized appreciation across the investment portfolio. For the three months ended December 31, 2023, this consisted of $23.0 million of net unrealized appreciation on debt investments, partially offset by $4.9 million of net unrealized depreciation of foreign currency forward contracts, $0.7 million of net unrealized depreciation on equity investments and $0.5 million of net unrealized depreciation related to exited investments (a portion of which resulted in a reclassification to realized gains).
Net Realized Gains (Losses)
Net realized gains were $3,677 and $453 for the three months ended December 31, 2024 and 2023, respectively, which was primarily related to the exits of certain investments and foreign currency forward contracts.
Financial Condition, Liquidity and Capital Resources
We expect to generate cash from (1) the cash proceeds from our continuous public offering, (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, unsecured debt offerings, 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, (2) the cost of operations (including our expenses, the Management Fee and the Incentive Fee), (3) debt service, repayment and other financing costs of our borrowings, (4) funding repurchases under our share repurchase program, and (5) cash distributions to the shareholders.
For the three months ended December 31, 2024, we experienced a net decrease in cash and cash equivalents of $134.7 million. During that period, $527.2 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 $393.7 million, due primarily from $251.5 million of proceeds from the issuance of common shares and $215.0 million of net borrowings under the credit facilities, partially offset by $57.2 million of distributions paid to shareholders, $14.5 million of shares repurchases paid and $0.9 million of deferred financing and offering costs paid.
For the three months ended December 31, 2023, we experienced a net decrease in cash and cash equivalents of $49.8 million. During that period, $950.2 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 $900.8 million, due primarily from $468.8 million of proceeds from the issuance of common shares, $348.2 million of proceeds from the issuance of unsecured notes and $125.0 million of net borrowings under the credit facilities, partially offset by $31.5 million of distributions paid to shareholders, $4.4 million of deferred financing and offering costs paid and $5.3 million of shares repurchases paid.
As of December 31, 2024, we had $389.4 million of cash and cash equivalents (including restricted cash of $54.7 million), portfolio investments (at fair value) of $5,023.7 million, $37.4 million of interest receivable, $1,375.0 million of undrawn capacity on our credit facilities (subject to borrowing base and other limitations), $66.9 million of net receivables from unsettled transactions, $1,310.0 million of borrowings outstanding under our credit facilities and $736.3 million of unsecured notes payable (net of unamortized financing costs, unaccreted discount and interest rate swap fair value adjustment).
As of September 30, 2024, we had $524.2 million of cash and cash equivalents (including restricted cash of $43.3 million), portfolio investments (at fair value) of $4,576.2 million, $34.5 million of interest receivable, $1,590.0 million of undrawn capacity on our credit facilities (subject to borrowing base and other limitations), $51.7 million of net payables from unsettled transactions, $1,095.0 million of borrowings outstanding under our credit facilities and $759.3 million of unsecured notes payable (net of unamortized financing costs, unaccreted discount and interest rate swap fair value adjustment).
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, 2024 and September 30, 2024, off-balance sheet arrangements consisted of $717,660 and $642,044, respectively, of unfunded commitments to provide debt financing to certain of our portfolio companies. As of December 31, 2024, of the $717,660 of unfunded commitments, approximately $682,215 can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions. 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, 2024 | | Debt Outstanding as of December 31, 2024 | | Weighted average debt outstanding for the three months ended December 31, 2024 | | Maximum debt outstanding for the three months ended December 31, 2024 |
ING Credit Agreement | | $ | 415,000 | | | $ | 475,000 | | | $ | 462,065 | | | $ | 605,000 | |
JPM SPV Facility | | 230,000 | | | 350,000 | | | 289,783 | | | 350,000 | |
SMBC SPV Facility | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | |
CIBC SPV Facility | | 225,000 | | | 225,000 | | | 225,000 | | | 225,000 | |
DBNY SPV Facility | | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | |
MS SPV Facility | | 25,000 | | | 60,000 | | | 38,315 | | | 60,000 | |
2028 Unsecured Notes | | 350,000 | | | 350,000 | | | 350,000 | | | 350,000 | |
2029 Unsecured Notes | | 400,000 | | | 400,000 | | | 400,000 | | | 400,000 | |
Total debt | | $ | 1,845,000 | | | $ | 2,060,000 | | | $ | 1,965,163 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Payments due by period as of December 31, 2024 |
| | Total | | < 1 year | | 1-3 years | | 3-5 years |
ING Credit Agreement | | $ | 475,000 | | | $ | — | | | $ | — | | | $ | 475,000 | |
Interest due on ING Credit Agreement | | 108,119 | | | 30,952 | | | 61,904 | | | 15,263 | |
JPM Loan and Security Agreement | | 350,000 | | | — | | | — | | | 350,000 | |
Interest due on JPM Loan and Security Agreement | | 109,237 | | | 24,765 | | | 49,530 | | | 34,942 | |
SMBC Loan and Security Agreement | | 100,000 | | | — | | | — | | | 100,000 | |
Interest due on SMBC Loan and Security Agreement | | 26,974 | | | 7,197 | | | 14,394 | | | 5,383 | |
CIBC Loan and Servicing Agreement | | 225,000 | | | 225,000 | | | — | | | — | |
Interest due on CIBC Loan and Servicing Agreement | | 13,234 | | | 13,234 | | | — | | | — | |
DBNY Loan Financing and Servicing Agreement | | 100,000 | | | — | | | — | | | 100,000 | |
Interest due on DBNY Loan Financing and Servicing Agreement | | 28,917 | | | 7,004 | | | 14,008 | | | 7,905 | |
MS Loan and Servicing Agreement | | 60,000 | | | — | | | — | | | 60,000 | |
Interest due on MS Loan and Servicing Agreement | | 17,292 | | | 4,166 | | | 8,332 | | | 4,794 | |
2028 Unsecured Notes | | 350,000 | | | — | | | — | | | 350,000 | |
Interest due on 2028 Unsecured Notes | | 116,028 | | | 29,951 | | | 59,902 | | | 26,175 | |
2029 Unsecured Notes | | 400,000 | | | — | | | — | | | 400,000 | |
Interest due on 2029 Unsecured Notes | | 131,771 | | | 28,887 | | | 57,774 | | | 45,110 | |
Total | | $ | 2,611,572 | | | $ | 371,156 | | | $ | 265,844 | | | $ | 1,974,572 | |
Equity Activity
As of December 31, 2024, we have issued and sold 97,273,878 Class I shares for an aggregate purchase price of $2,300.6 million. As of December 31, 2024, we have issued and sold 46,370,147 Class S shares for an aggregate purchase price of $1,091.8 million. As of December 31, 2024, we have issued and sold 106,797 Class D shares for an aggregate purchase price of $2.5 million. As of December 31, 2024, we have issued 2,062,581 Class I shares, 2,494,595 Class S and 3,402 Class D shares pursuant to our distribution reinvestment plan. As of December 31, 2024, we have not issued any Class T shares.
The following table summarizes transactions in Common Shares for the three months ended December 31, 2024:
| | | | | | | | | | | |
| Shares | | Amount |
Class I | | | |
Issuance of Common Shares in public offering | 7,385,753 | | | $ | 173,985 | |
Share transfers between classes | 44,803 | | | 1,056 | |
Issuance of Common Shares under distribution reinvestment plan | 444,229 | | | 10,465 | |
Share repurchases, net of early repurchase deduction | (551,206) | | | (12,962) | |
Net increase (decrease) | 7,323,579 | | | $ | 172,544 | |
Class S | | | |
Issuance of Common Shares in public offering | 3,262,446 | | | $ | 76,853 | |
Share transfers between classes | (44,803) | | | (1,056) | |
Issuance of Common Shares under distribution reinvestment plan | 553,254 | | | 13,033 | |
Share repurchases, net of early repurchase deduction | (335,076) | | | (7,870) | |
Net increase (decrease) | 3,435,821 | | | $ | 80,960 | |
Class D | | | |
Issuance of Common Shares in public offering | 27,811 | | | $ | 655 | |
Issuance of Common Shares under distribution reinvestment plan | 1,097 | | | 26 | |
Share repurchases, net of early repurchase deduction | (3,287) | | | (77) | |
Net increase (decrease) | 25,621 | | | $ | 604 | |
Total net increase (decrease) | 10,785,021 | | | $ | 254,108 | |
The following table summarizes transactions in Common Shares for the three months ended December 31, 2023:
| | | | | | | | | | | |
| Shares | | Amount |
Class I | | | |
Issuance of Common Shares in public offering | 13,159,301 | | | $ | 309,178 | |
Issuance of Common Shares under distribution reinvestment plan | 218,653 | | | 5,139 | |
Share repurchases, net of early repurchase deduction | (369,913) | | | (8,729) | |
Net increase (decrease) | 13,008,041 | | | $ | 305,588 | |
Class S | | | |
Issuance of Common Shares in public offering | 6,777,146 | | | $ | 159,230 | |
Issuance of Common Shares under distribution reinvestment plan | 277,026 | | | 6,506 | |
Share repurchases, net of early repurchase deduction | (76,176) | | | (1,797) | |
Net increase (decrease) | 6,977,996 | | | $ | 163,939 | |
Class D | | | |
Issuance of Common Shares in public offering | 16,137 | | | $ | 379 | |
Issuance of Common Shares under distribution reinvestment plan | 100 | | | 2 | |
Share repurchases, net of early repurchase deduction | — | | | — | |
Net increase (decrease) | 16,237 | | | $ | 381 | |
Total net increase (decrease) | 20,002,274 | | | $ | 469,908 | |
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, Class S and Class D shares for the three months ended December 31, 2024 and 2023. As of December 31, 2024, we have not issued any Class T shares.
| | | | | | | | | | | | | | | | | |
| Class I Shares | | Class S Shares | | Class D Shares |
October 31, 2024 | $ | 23.55 | | | $ | 23.55 | | | $ | 23.55 | |
November 30, 2024 | $ | 23.56 | | | $ | 23.56 | | | $ | 23.56 | |
December 31, 2024 | $ | 23.52 | | | $ | 23.52 | | | $ | 23.52 | |
| | | | | | | | | | | | | | | | | |
| Class I Shares | | Class S Shares | | Class D Shares |
October 31, 2023 | $ | 23.39 | | | $ | 23.39 | | | $ | 23.39 | |
November 30, 2023 | $ | 23.51 | | | $ | 23.51 | | | $ | 23.51 | |
December 31, 2023 | $ | 23.62 | | | $ | 23.62 | | | $ | 23.62 | |
Distributions
The Board authorizes and declares monthly distribution amounts per outstanding Common Share. The following table presents distributions that were declared during the three months ended December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Class I |
Distribution | | Date Declared | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount |
Monthly | | October 24, 2024 | | October 30, 2024 | | November 26, 2024 | | $ | 0.2000 | | | $ | 18,473 | |
Monthly | | November 26, 2024 | | November 27, 2024 | | December 27, 2024 | | 0.2000 | | | 18,965 | |
Monthly | | December 26, 2024 | | December 27, 2024 | | February 3, 2025 | | 0.2000 | | | 19,552 | |
| | | | | | | | $ | 0.6000 | | | $ | 56,990 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Class S |
Distribution | | Date Declared | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount |
Monthly | | October 24, 2024 | | October 30, 2024 | | November 26, 2024 | | $ | 0.1833 | | | $ | 8,415 | |
Monthly | | November 26, 2024 | | November 27, 2024 | | December 27, 2024 | | 0.1833 | | | 8,632 | |
Monthly | | December 26, 2024 | | December 27, 2024 | | February 3, 2025 | | 0.1833 | | | 8,816 | |
| | | | | | | | $ | 0.5499 | | | $ | 25,863 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Class D |
Distribution | | Date Declared | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount |
Monthly | | October 24, 2024 | | October 30, 2024 | | November 26, 2024 | | $ | 0.1951 | | | $ | 16 | |
Monthly | | November 26, 2024 | | November 27, 2024 | | December 27, 2024 | | 0.1951 | | | 21 | |
Monthly | | December 26, 2024 | | December 27, 2024 | | February 3, 2025 | | 0.1951 | | | 22 | |
| | | | | | | | $ | 0.5853 | | | $ | 59 | |
The following table presents distributions that were declared during the three months ended December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Class I |
Distribution | | Date Declared | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount |
Monthly | | October 25, 2023 | | October 31, 2023 | | November 28, 2023 | | $ | 0.1900 | | | $ | 9,259 | |
Monthly | | November 27, 2023 | | November 30, 2023 | | December 27, 2023 | | 0.1900 | | | 9,916 | |
Special | | December 14, 2023 | | December 15, 2023 | | December 27, 2023 | | 0.0400 | | | 2,296 | |
Monthly | | December 20, 2023 | | December 31, 2023 | | February 1, 2024 | | 0.1900 | | | 10,921 | |
| | | | | | | | $ | 0.6100 | | | $ | 32,392 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Class S |
Distribution | | Date Declared | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount |
Monthly | | October 25, 2023 | | October 31, 2023 | | November 28, 2023 | | $ | 0.1733 | | | $ | 4,105 | |
Monthly | | November 27, 2023 | | November 30, 2023 | | December 27, 2023 | | 0.1734 | | | 4,436 | |
Special | | December 14, 2023 | | December 15, 2023 | | December 27, 2023 | | 0.0400 | | | 1,109 | |
Monthly | | December 20, 2023 | | December 31, 2023 | | February 1, 2024 | | 0.1733 | | | 4,825 | |
| | | | | | | | $ | 0.5600 | | | $ | 14,475 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Class D |
Distribution | | Date Declared | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount |
Monthly | | October 25, 2023 | | October 31, 2023 | | November 28, 2023 | | $ | 0.1851 | | | $ | 1 | |
Monthly | | November 27, 2023 | | November 30, 2023 | | December 27, 2023 | | 0.1851 | | | 3 | |
Special | | December 14, 2023 | | December 15, 2023 | | December 27, 2023 | | 0.0400 | | | 1 | |
Monthly | | December 20, 2023 | | December 31, 2023 | | February 1, 2024 | | 0.1851 | | | 4 | |
| | | | | | | | $ | 0.5953 | | | $ | 9 | |
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, 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 (the “Valuation Date”), except that shares that have a prospective repurchase date that is within the one-year period following the original issue date of the shares 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 applicable Valuation Date, which subscription closing date the Company deems the prospective repurchase date for the applicable offer. The Early Repurchase Deduction will be retained by us for the benefit of remaining shareholders.
During the three months ended December 31, 2024, we repurchased pursuant to such tender offers an aggregate of 551,206 Class I shares, 335,076 Class S shares and 3,287 Class D shares. The following table presents the share repurchases completed during the three months ended December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Repurchase Pricing Date | | Total Number of Shares Repurchased (all classes) | | Percentage of Outstanding Shares Repurchased (1) | | Price Paid Per Share | | Amount Repurchased (all classes)(2) |
December 31, 2024 | | 889,569 | | | 0.66 | % | | $ | 23.52 | | | $ | 20,910 | |
_____________________
(1) Percentage is based on total shares as of the close of the previous calendar quarter.
(2) Amounts shown net of Early Repurchase Deduction, where applicable.
During the three months ended December 31, 2023, we repurchased pursuant to such tender offers an aggregate of 369,913 Class I and 76,176 Class S shares. The following table presents the share repurchases completed during the three months ended December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Repurchase Pricing Date | | Total Number of Shares Repurchased (all classes) | | Percentage of Outstanding Shares Repurchased (1) | | Price Paid Per Share | | Amount Repurchased (all classes)(2) |
December 31, 2023 | | 446,089 | | | 0.69 | % | | $ | 23.62 | | | $ | 10,526 | |
_____________________
(1) Percentage is based on total shares as of the close of the previous calendar quarter.
(2) Amounts shown net of Early Repurchase Deduction, where applicable.
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. On December 17, 2021, our sole shareholder approved the adoption of the 150% asset coverage requirement pursuant to Section 61(a)(2) of the Investment Company Act and such election became effective the following day. 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. As of December 31, 2024, we had $2,060.4 million in senior securities and our asset coverage ratio was 265.13%.
ING Credit Agreement
On March 25, 2022, we entered into a senior secured revolving credit agreement (as amended and/or restated from time to time, the “ING Credit Agreement”) among us, as borrower, the lenders party thereto, and ING Capital LLC (“ING”), as administrative agent. As of September 30, 2024, the size of the ING Credit Agreement facility is $1,185 million (the “Maximum Commitment”), and the ING Credit Agreement facility has a four year availability period (the “Availability Period”) through June 28, 2027 during which loans may be made and a stated maturity date of June 28, 2028 (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. Borrowings under the ING Credit Agreement may be used for general corporate purposes, including making investments and permitted distributions.
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.
As of December 31, 2024, borrowings under the ING Credit Agreement are denominated in U.S. Dollars and bear interest at a rate per annum equal to either (1) the SOFR, as adjusted, plus 2.05% per annum if the Company has and maintains an
investment grade credit rating or (2) the alternative base rate (which is the greatest of the (a) prime rate, (b) the federal funds effective rate plus ½ of 1%, (c) the overnight bank funding rate plus ½ of 1%, (d) certain rates based on SOFR and (e) alternate base rate (“ABR”) plus 1.05% per annum if the Company has and maintains investment grade credit rating. 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 also pay a commitment fee of 0.375% per annum on the daily unused portion of the aggregate commitments under the ING Credit Agreement, subject to increase to 1.00% per annum on the daily unused amount if the daily unused amount is greater than or equal to 65% of the aggregate commitments under the ING Credit Agreement.
At any time during the Availability Period, we, as the borrower may propose an increase in the Maximum Commitment to an amount not to exceed the greater of (a) $1,250.0 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, 2024, we were in compliance with all financial covenants under the ING Credit Agreement based on the financial information contained in this Annual Report on Form 10-K. 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, 2024 and September 30, 2024, we had $475.0 million and $415.0 million, respectively, outstanding under the ING Credit Agreement. For the three months ended December 31, 2024 and 2023, our borrowings under the ING Credit Agreement bore interest at a weighted average rate of 6.87% and 7.69%, respectively. We recorded $9,410 and $9,317 of interest expense (inclusive of fees) related to the ING Credit Agreement for the three months ended December 31, 2024 and 2023, respectively.
JPM SPV Facility
On February 24, 2023, we entered into a loan and security agreement (as amended and/or restated from time to time, the “JPM Loan and Security Agreement”) among OSCF Lending SPV, LLC (“OSCF Lending SPV”), a wholly owned subsidiary of us, as borrower, us, as parent and servicer, Citibank, N.A., as collateral agent and securities intermediary, Virtus Group, LP, as collateral administrator, the lenders party thereto, and JPMorgan Chase Bank, National Association (“JPM”), as administrative agent, pursuant to which JPM agreed to extend credit to OSCF Lending SPV in an aggregate principal amount up to $500 million.
The JPM Loan and Security Agreement provides for a senior secured revolving credit facility that has a reinvestment period ending May 29, 2027 and a stated maturity date of May 29, 2029. Subject to certain conditions, including consent of the lenders and JPM, as administrative agent, at any time during the reinvestment period, OSCF Lending SPV may propose one or more increases in the JPM Maximum Commitment up to an amount not to exceed $1.0 billion. Borrowings under the JPM Loan and Security Agreement bear interest at a rate per annum equal to the forward-looking term rate with a three-month tenor, based on the SOFR as administered by the Federal Reserve Bank of New York (or a successor administrator), and as published by CME Group Benchmark Administration Limited (or a successor administrator), plus 2.50%.
The obligations of OSCF Lending SPV under the JPM Loan and Security Agreement are secured by all of the assets held by OSCF Lending SPV.
Borrowings under the JPM Loan and Security Agreement are subject to various covenants under the JPM Agreements as well as the asset coverage requirement contained in the Investment Company Act.
As of December 31, 2024 and September 30, 2024, OSCF Lending SPV had $350.0 million and $230.0 million outstanding under the JPM Loan and Security Agreement. For the three months ended December 31, 2024 and 2023, OSCF Lending SPV’s borrowings under the JPM Loan and Security Agreement bore interest at a weighted average rate of 7.60% and 8.49%, respectively. We recorded $6,310 and $3,592 of interest expense (inclusive of fees) related to the JPM Loan and Security Agreement for the three months ended December 31, 2024 and 2023, respectively.
SMBC SPV Facility
On September 29, 2023, we entered into a loan and security agreement (as amended and/or restated from time to time, the “SMBC Loan and Security Agreement”) among OSCF Lending III SPV, LLC (“OSCF Lending III SPV”), a wholly owned subsidiary of us, as borrower, us, as transferor and servicer, Citibank, N.A., as the account bank, Virtus Group, LP, as collateral custodian, the lenders party thereto, and Sumitomo Mitsui Banking Corporation (“SMBC”), as administrative agent and collateral agent, pursuant to which SMBC agreed to extend credit to OSCF Lending III SPV in an aggregate principal amount up to $150 million at any one time outstanding.
The SMBC Loan and Security Agreement provides for a senior secured revolving credit facility that has a reinvestment period through September 29, 2026 (the “SMBC Availability Period”) and a stated maturity date of September 29, 2028. Borrowings under the SMBC Loan and Servicing Agreement are denominated in U.S. Dollars and bear interest at a rate per annum equal to, at the request of OSCF Lending III SPV, either (1) SOFR plus 2.45% up to and including 3.00% depending on the collateral securing the facility 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 1.45% up to and including 2.00% depending on the collateral securing the facility. We are required to pay a non-usage fee of 0.50% or 0.75% depending on amounts borrowed by us under the facility.
The obligations of OSCF Lending III SPV under the SMBC Loan and Security Agreement are secured by all of the assets held by OSCF Lending III SPV.
Borrowings under the SMBC Loan and Security Agreement are subject to various covenants under the SMBC Agreements as well as the asset coverage requirement contained in the Investment Company Act.
As of each of December 31, 2024 and September 30, 2024, we had $100.0 million outstanding under the SMBC Loan and Security Agreement. For the three months ended December 31, 2024, our borrowings under the SMBC Loan and Security Agreement bore interest at a weighted average rate of 7.51%. We recorded $2,082 and $287 of interest expense (inclusive of fees) related to the SMBC Loan and Security Agreement for the years ended December 31, 2024 and 2023, respectively.
CIBC SPV Facility
On November 21, 2023, we entered into a loan and servicing agreement (as amended and/or restated from time to time, the “CIBC Loan and Servicing Agreement”) among OSCF Lending V SPV, LLC (“OSCF Lending V SPV”), a wholly owned subsidiary of us, as borrower, we, 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, pursuant to which CIBC agreed to extend credit to OSCF Lending V SPV in an aggregate principal amount up to $150 million (the “ CIBC Maximum Commitment”) at any one time outstanding.
The CIBC Loan and Servicing Agreement provides for a senior secured revolving credit facility that has a reinvestment period through November 21, 2025 (the “CIBC Availability Period”) and a stated maturity date of November 21, 2025. Subject to certain conditions, including consent of the lenders and CIBC as administrative agent, during the CIBC Availability Period, OSCF Lending V SPV may propose up to four increases in the CIBC Maximum Commitment up to an amount not to exceed $500 million in the aggregate. On April 26, 2024, we increased the CIBC Maximum Commitment to $350 million.
Borrowings under the CIBC Loan and Servicing Agreement bear interest at a rate per annum equal to, at the request of OSCF Lending V SPV, either (1) the 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. We are required to pay a non-usage fee of 0.50% on undrawn borrowings.
The obligations of OSCF Lending V SPV under the CIBC 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 “OSCF Lending V SPV Loans”). Under the Loan and Servicing Agreement, OSCF Lending V SPV, as borrower, and us, as servicer, have made representations and warranties regarding the OSCF Lending V SPV Loans, as well as the borrower’s and servicer’s businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of the OSCF Lending V SPV Loans, reporting requirements and other customary requirements for similar revolving funding facilities.
The CIBC 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, CIBC, as administrative agent, may terminate the commitments and declare the outstanding borrowings and all other obligations under the CIBC Loan and Servicing Agreement immediately due and payable.
Borrowings under the CIBC Loan and Servicing Agreement are subject to various covenants as well as the asset coverage requirement contained in the Investment Company Act.
As of each of December 31, 2024 and September 30, 2024, we had $225.0 million outstanding under the CIBC Loan and Servicing Agreement. For the three months ended December 31, 2024, our borrowings under the CIBC Loan and Servicing Agreement bore interest at a weighted average rate of 7.30%. We recorded $4,637 and $75 of interest expense (inclusive of fees) related to the CIBC Loan and Servicing Agreement for the three months ended December 31, 2024 and 2023, respectively.
DBNY SPV Facility
On February 15, 2024, we entered into a loan financing and servicing agreement (as amended and/or restated from time to time, the “DBNY Loan Financing and Servicing Agreement”), among OSCF Lending IV SPV, LLC (“OSCF Lending IV SPV”), a wholly owned subsidiary of us, as borrower, we, as servicer and equityholder, the lenders party thereto, Deutsche Bank AG, New York Branch (“DBNY”), as facility agent, the other agents parties thereto and Deutsche Bank National Trust Company, as collateral agent and collateral custodian, pursuant to which DBNY has agreed to extend credit to OSCF Lending IV SPV in an aggregate principal amount up to $300 million (the “DBNY Facility Amount”) at any one time outstanding.
The DBNY Loan Financing and Servicing Agreement provides for a senior secured revolving credit facility that has a reinvestment period through February 15, 2027 (the “DBNY Availability Period”). Borrowings under the DBNY Loan Financing and Servicing Agreement may be denominated in EUR, AUD, CAD, GBP or USD and bear interest at a rate per annum equal to the sum of, for any accrual period and any lender, (i) the applicable margin and (ii) the cost of funds rate for such accrual period and such lender. The applicable margin will be 2.40% per annum prior to the end of the DBNY Availability Period and 3.05% per annum thereafter; provided that, on and after the occurrence of any Event of Default (as defined in the DBNY Loan Financing and Servicing Agreement), the applicable margin shall be increased by 2.00% per annum. The cost of funds rate will be, (a) for each conduit lender, the lower of (x) such conduit lender’s Commercial Paper Rate (as defined in the DBNY Loan Financing and Servicing Agreement) and (y) the SOFR for a three-month tenor as quoted by CME Group Benchmark Administration Limited (which shall in no event be lower than 0.25%), and (b) for each committed lender, the base rate determined by reference to the applicable benchmark index depending on the currency denomination of the advances.
The obligations of OSCF Lending IV SPV under the DBNY Loan Financing and Servicing Agreement are secured by all of the assets held by OSCF Lending IV SPV, including loans it has made or acquired (the “OSCF Lending IV SPV Loans”), except for certain Retained Interests (as defined in the DBNY Loan Financing and Servicing Agreement). Under the Loan Financing and Servicing Agreement, OSCF Lending IV SPV, as borrower, and we, as servicer, have made representations and warranties regarding the OSCF Lending IV SPV Loans, as well as our businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of the OSCF Lending IV SPV Loans, reporting requirements and other customary requirements for similar revolving funding facilities. Borrowings under the DBNY Loan Financing and Servicing Agreement are subject to various covenants under the DBNY Loan Financing and Servicing Agreement.
The DBNY Loan Financing and Servicing Agreement contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, DBNY, as facility agent, may terminate the commitments and declare the outstanding borrowings and all other obligations under the DBNY Loan Financing and Servicing Agreement immediately due and payable.
Subject to certain conditions, including consent of DBNY, as facility agent, OSCF Lending IV SPV may (i) propose increases in the DBNY Facility Amount up to an amount not to exceed $1 billion in the aggregate, (ii) add additional lender groups and/or (iii) increase the commitment of any lender group with the consent of such lender group. The DBNY Facility Amount may, subject to certain conditions, including consent of DBNY, as facility agent, be so increased to $400 million on the earlier of (x) the one year anniversary of the DBNY Closing Date and (y) the date selected by OSCF Lending IV SPV (via written notice to DBNY, as facility agent) to so increase the DBNY Facility Amount.
As of each of December 31, 2024 and September 30, 2024, we had $100.0 million outstanding under the DBNY Loan Financing and Serving Agreement. For the three months ended December 31, 2024, our borrowings under the DBNY Loan Financing and Servicing Agreement bore interest at a weighted average rate of 8.53%. We recorded $2,632 of interest expense (inclusive of fees) related to the DBNY Loan Financing and Serving Agreement for the three months ended December 31, 2024.
MS SPV Facility
On February 23, 2024, we entered into a loan and servicing agreement (as amended and/or restated from time to time, the “MS Loan and Servicing Agreement”), among OSCF Lending II SPV, LLC (“OSCF Lending II SPV”), a wholly owned subsidiary of us, as borrower, we, as transferor and servicer, Citibank, N.A., as the collateral agent, account bank and collateral custodian, Virtus Group, LP, as collateral administrator, each of the lenders from time to time party thereto, and Morgan Stanley Asset Funding, Inc. (“MS”), as the administrative agent, pursuant to which MS has agreed to extend credit to OSCF Lending II SPV in an aggregate principal amount up to $200 million (the “MS Maximum Commitment”) at any one time outstanding.
The MS Loan and Servicing Agreement provides for a senior secured revolving credit facility that has a three-year reinvestment period through February 23, 2027 (the “MS Availability Period”) and a stated maturity date of February 23, 2029. Advances under the MS Loan and Servicing Agreement bear interest at a rate per annum equal to SOFR plus 2.35% during the MS Availability Period and 2.85% thereafter; provided that the applicable margin shall be increased by 2.00% per annum (i) during the existence of a Specified Event of Default (as defined in the MS Loan and Servicing Agreement), (ii) upon written notice from MS, as administrative agent (at the direction of required lenders) to OSCF Lending II SPV and us during the existence of any other Event of Default (as defined in the MS Loan and Servicing Agreement) or (iii) after a Facility Maturity Date (as defined in the MS Loan and Servicing Agreement).
The obligations of OSCF Lending II SPV under the MS Loan and Servicing Agreement are secured by all of the assets held by OSCF Lending II SPV, including certain loans it has made or acquired (such loans, the “OSCF Lending II SPV Loans”), except for certain Retained Interests (as defined in the MS Loan and Servicing Agreement). Under the MS Loan and Servicing Agreement, OSCF Lending II SPV, as borrower, and we, as servicer, have made representations and warranties regarding the OSCF Lending II SPV Loans, as well as our businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities.
The MS 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, MS, as administrative agent may terminate the commitments and declare the outstanding loans and all other obligations under the MS Loan and Servicing Agreement immediately due and payable.
Borrowings under the MS Loan and Servicing Agreement are subject to various covenants under the MS Loan and Servicing Agreement as well as the asset coverage requirement contained in the Investment Company Act.
As of December 31, 2024 and September 30, 2024, we had $60.0 million and $25.0 million outstanding under the MS Loan and Serving Agreement, respectively. For the three months ended December 31, 2024, our borrowings under the MS Loan and Servicing Agreement bore interest at a weighted average rate of 7.73%. We recorded $1,131 of interest expense (inclusive of fees) related to the MS Loan and Serving Agreement for the three months ended December 31, 2024.
2028 Unsecured Notes
On November 14, 2023, we issued $350 million aggregate principal amount of our 8.400% Notes due 2028 (the “2028 Unsecured Notes”) pursuant to an indenture, dated as of November 14, 2023 (the “Base Indenture”), between us and Deutsche Bank Trust Company Americas, as trustee, and a first supplemental indenture (the “First Supplemental Indenture”) to the Base Indenture.
The 2028 Unsecured Notes mature on November 14, 2028, unless previously redeemed or repurchased in accordance with their terms. The 2028 Unsecured Notes bear interest at a rate of 8.400% per year payable semi-annually in arrears on May 14 and November 14 of each year, commencing on May 14, 2024. The 2028 Unsecured Notes are our direct, unsecured obligations and rank senior in right of payment to our future indebtedness that is expressly subordinated in right of payment to the 2028 Unsecured Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The First Supplemental Indenture contains certain covenants, including a covenant requiring us to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act, or any successor provisions, but giving
effect to any exemptive relief granted to us by the SEC and to provide financial information to the holders of the 2028 Unsecured Notes and the trustee if we should no longer be subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are set forth in the First Supplemental Indenture.
In connection with the 2028 Unsecured Notes, we entered into an interest rate swap to more closely align the interest rate payable on the 2028 Unsecured Notes with our investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, we receive a fixed interest rate of 8.400% and pay a floating interest rate of the three-month SOFR plus 4.0405% on a notional amount of $350 million.
The below table presents the components of the carrying value of the 2028 Unsecured Notes as of December 31, 2024 and September 30, 2024:
| | | | | | | | | | | |
($ in millions) | December 31, 2024 | | September 30, 2024 |
Principal | $ | 350.0 | | | $ | 350.0 | |
Unamortized financing costs | (3.5) | | | (3.7) | |
Unaccreted discount | (1.4) | | | (1.5) | |
Interest rate swap fair value adjustment | 2.1 | | | 12.4 | |
Net carrying value | $ | 347.2 | | | $ | 357.2 | |
Fair Value | $ | 375.2 | | | $ | 378.6 | |
The below table presents the components of interest and other debt expenses related to the 2028 Unsecured Notes for the three months ended December 31, 2024 and 2023:
| | | | | | | | | | | |
($ in millions) | Three months ended December 31, 2024 | | Three months ended December 31, 2023 |
Coupon interest | $ | 7.4 | | | $ | 3.8 | |
Amortization of financing costs and discount | 0.3 | | | 0.1 | |
Effect of interest rate swap | 0.6 | | | 0.6 | |
Total interest expense | $ | 8.3 | | | $ | 4.5 | |
Coupon interest rate (net of effect of interest rate swaps) | 8.935 | % | | 9.450 | % |
2029 Unsecured Notes
On July 23, 2024, we issued $400 million aggregate principal amount of our 6.500% Notes due 2029 (the “2029 Unsecured Notes”) pursuant to the Base Indenture and a second supplemental indenture (the “Second Supplemental Indenture”) to the Base Indenture.
The 2029 Unsecured Notes mature on July 23, 2029, unless previously redeemed or repurchased in accordance with their terms. The 2029 Unsecured Notes bear interest at a rate of 6.500% per year payable semi-annually in arrears on January 23 and July 23 of each year, commencing on January 23, 2025. The 2029 Unsecured Notes are our direct, unsecured obligations and rank senior in right of payment to our future indebtedness that is expressly subordinated in right of payment to the 2029 Unsecured Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The Second Supplemental Indenture contains certain covenants, including a covenant requiring us to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act, or any successor provisions, but giving effect to any exemptive relief granted to us by the SEC and to provide financial information to the holders of the 2029 Unsecured Notes and the Notes Trustee if we should no longer be subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are set forth in the Second Supplemental Indenture.
In connection with the 2029 Unsecured Notes, we entered into an interest rate swap to more closely align the interest rate payable on the 2029 Unsecured Notes with its investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, we receive a fixed interest rate of 6.500% and pays a floating interest rate of the three-month SOFR plus 2.5954% on a notional amount of $400 million.
The below table presents the components of the carrying value of the 2029 Unsecured Notes as of December 31, 2024 and September 30, 2024:
| | | | | | | | | | | |
($ in millions) | December 31, 2024 | | September 30, 2024 |
Principal | $ | 400.0 | | | $ | 400.0 | |
Unamortized financing costs | (4.6) | | | (4.8) | |
Unaccreted discount | (2.2) | | | (2.3) | |
Interest rate swap fair value adjustment | (4.1) | | | 9.2 | |
Net carrying value | $ | 389.1 | | | $ | 402.1 | |
Fair Value | $ | 404.6 | | | $ | 412.0 | |
The below table presents the components of interest and other debt expenses related to the 2029 Unsecured Notes for the three months ended December 31, 2024:
| | | | | | | | |
($ in millions) | | |
Coupon interest | | $ | 6.5 | |
Amortization of financing costs and discount | | 0.4 | |
Effect of interest rate swap | | 1.0 | |
Total interest expense | | $ | 7.9 | |
Coupon interest rate (net of effect of interest rate swaps) | | 7.380 | % |
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 have elected to be treated, and intend to qualify annually to be treated, 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 Issuances
On January 1, 2025, we issued and sold pursuant to our continuous public offering 2,838,616 Class I shares for proceeds of $66.8 million, 1,287,839 Class S shares for proceeds of $30.3 million and 5,846 Class D shares for proceeds of $0.1 million.
Distributions
On January 28, 2025, our Board of Trustees declared a regular distribution on our outstanding Common Shares in the amount per share set forth below: | | | | | | | | | | | | | | | | | | | | |
| | Gross Distribution | | Shareholder Servicing and/or Distribution Fee | | Net Distribution |
Class I shares | | $ | 0.2000 | | | $ | — | | | $ | 0.2000 | |
Class S shares | | $ | 0.2000 | | | $ | 0.0167 | | | $ | 0.1833 | |
Class D shares | | $ | 0.2000 | | | $ | 0.0049 | | | $ | 0.1951 | |
The distribution was payable to shareholders of record as of January 29, 2025 and was paid on February 26, 2025. The distribution was paid in cash or reinvested in Common 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 SOFR, EURIBOR, SONIA, NIBOR and prime rates, to the extent our debt investments include floating interest rates.
As of December 31, 2024, 92.1% of our debt investment portfolio at fair value bore interest at floating rates. As of September 30, 2024, 92.0% 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, 2024 and September 30, 2024 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2024 | | September 30, 2024 |
($ in thousands) | | Fair Value | | % of Floating Rate Portfolio | | Fair Value | | % of Floating Rate Portfolio |
0% | | $ | 976,155 | | | 21.21 | % | | $ | 1,213,996 | | | 29.01 | % |
>0% and <1% | | 2,129,040 | | | 46.25 | | | 1,605,162 | | | 38.36 | |
1% | | 1,253,221 | | | 27.22 | | | 1,065,864 | | | 25.47 | |
>1% | | 244,924 | | | 5.32 | | | 299,686 | | | 7.16 | |
Total | | $ | 4,603,340 | | | 100.00 | % | | $ | 4,184,708 | | | 100.00 | % |
| | | | | | | | |
Based on our Consolidated Statement of Assets and Liabilities as of December 31, 2024, 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 | | $ | 116,346 | | | $ | (51,500) | | | $ | 64,846 | |
200 | | 93,076 | | | (41,200) | | | 51,876 | |
150 | | 69,807 | | | (30,900) | | | 38,907 | |
100 | | 46,538 | | | (20,600) | | | 25,938 | |
50 | | 23,269 | | | (10,300) | | | 12,969 | |
| | | | | | | | | | | | | | | | | | | | |
Basis point decrease ($ in thousands) | | (Decrease) in Interest Income | | Decrease in Interest Expense | | Net (decrease) in net assets resulting from operations |
50 | | $ | (23,269) | | | $ | 10,300 | | | $ | (12,969) | |
100 | | (46,538) | | | 20,600 | | | (25,938) | |
150 | | (69,601) | | | 30,900 | | | (38,701) | |
200 | | (92,184) | | | 41,200 | | | (50,984) | |
250 | | (114,307) | | | 51,500 | | | (62,807) | |
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 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, 2024 and September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2024 | | September 30, 2024 |
($ in thousands) | | Debt Investments | | Borrowings | | Debt Investments | | Borrowings |
Prime rate | | $ | 5,886 | | | $ | — | | | $ | 4,826 | | | $ | — | |
EURIBOR | | | | | | | | |
30 day | | € | 18,532 | | | — | | | € | — | | | — | |
90 day | | 198,942 | | | — | | | 182,623 | | | — | |
180 day | | 37,980 | | | — | | | 34,034 | | | — | |
NIBOR | | | | | | | | |
90 day | | kr | 6,229 | | | — | | | kr | 69,157 | | | — | |
SOFR | | | | | | | | |
30 day | | $ | 1,934,583 | | | 575,000 | | | $ | 1,333,464 | | | 515,000 | |
90 day (a) | | 2,159,009 | | | 1,485,000 | | | 2,284,431 | | | 1,330,000 | |
180 day | | 153,884 | | | — | | | 213,125 | | | — | |
SONIA | | £ | 152,234 | | | — | | | £ | 116,493 | | | — | |
Fixed rate | | $ | 398,903 | | | — | | | $ | 366,758 | | | — | |
_____________________
(a) Borrowings include the 2028 Unsecured Notes and 2029 Unsecured Notes, which effectively pay interest at a floating rate under the terms of the interest rate swap.
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, 2024. 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, 2024, 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 three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
Item 1. Legal Proceedings
From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, and, to our knowledge, no material legal proceeding is threatened against us.
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, 2024.
Tariffs may adversely affect us or our portfolio companies.
Existing or new tariffs imposed on foreign goods imported by the United States or on U.S. goods imported by foreign countries could subject us or our portfolio companies to additional risks. Among other effects, tariffs may increase the cost of production for certain of our portfolio companies or reduce demand for their products, which could affect their results of operations. We cannot predict whether, or to what extent, any tariff or other trade protections may affect us or our portfolio companies.
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, 2024.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the fiscal quarter ended December 31, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.
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 |
| | Third Amended and Restated Declaration of Trust of the Registrant (incorporated by reference to Exhibit (a)(1) to Post-Effective Amendment No. 4 to the Company’s Post-Effective Registration Statement on Form N-2 (File No. 333-261775), filed on January 31, 2024) |
| | Amended and Restated Bylaws of Registrant (incorporated by reference to Exhibit (b) to Post-Effective Amendment No. 4 to the Company’s Post-Effective Registration Statement on Form N-2 (File No. 333-261775), filed on January 31, 2024) |
| | Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. |
| | Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended. |
| | 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. |
| | 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. |
101.INS* | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
101.SCH* | | Inline XBRL Taxonomy Extension Schema Document. |
101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104* | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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.
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OAKTREE STRATEGIC CREDIT FUND |
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By: | | /s/ Armen Panossian |
| | Armen Panossian |
| | Chairman, Chief Executive Officer and Co-Chief Investment Officer |
| |
By: | | /s/ Christopher McKown |
| | Christopher McKown |
| | Chief Financial Officer and Treasurer |
Date: February 11, 2025