UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 15, 2024 (March 12, 2024)
Oaktree Gardens OLP, LLC
(Exact name of Registrant as specified in its charter)
| Delaware | 000-56548 | 92-2553158 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
333 South Grand Avenue, 28th Floor Los Angeles, CA | 90071 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (213) 830-6300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☒ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 12, 2024, Oaktree Gardens OLP, LLC (the “Company”) entered into a joinder (the “Joinder”) to the revolving credit agreement, dated September 26, 2023 (the “Credit Agreement”), by and among the Company, as initial borrower, Gardens Coinvest, LLC, as initial qualified borrower, Oaktree Gardens OLP SPV, L.P., as initial guarantor, Oaktree OLPG GP, L.P., as general partner, Oaktree OLPG GP Ltd, as ultimate general partner, Sumitomo Mitsui Banking Corporation, as the administrative agent, the sole bookrunner and lead arranger, and the lenders from time to time party thereto, pursuant to which Oversea-Chinese Banking Corporation Limited, New York Agency became a lender under the Company’s senior secured revolving credit facility (the “Credit Facility”). In addition, the maximum size of the Credit Facility was increased from $125 million to $250 million in a partial exercise of the “accordion” feature in the Credit Agreement. The maximum size of Credit Facility may be further increased to $400 million.
The description above is only a summary of the material provisions of the Joinder and is qualified in its entirety by reference to the Joinder, which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ending March 31, 2024.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 is hereby incorporated by reference to this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OAKTREE GARDENS OLP, LLC | ||||||
| Date: March 15, 2024 | By: | /s/ Christopher McKown | ||||
| Name: Christopher McKown | ||||||
| Title: Chief Financial Officer and Treasurer | ||||||