Oaktree Specialty Lending Corp
For the period ended Jun 30, 2024. Filed Aug 1, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 1, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-04-30.
0001414932-24-000008
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-01.
0001414932-24-000012
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 166 previous paragraphs and 164 current paragraphs.
128 unchanged; 36 reworded; 0 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Removed paragraphs (2)
Previous report
Fee Waiver
Previous report
On April 26, 2024, we and Oaktree entered into a letter agreement pursuant to which Oaktree waived additional base management fees such that the total amount of waived base management fees (including those waived in connection with the OSI2 Merger) will be $1.5 million for each of the three months ended March 31, 2024 and June 30, 2024. In addition, effective July 1, 2024, the base management fee will be calculated (net of base management fees previously waived by Oaktree) at an annual rate of 1.00% of total gross assets, including any investments made with borrowings, but excluding cash and cash equivalents.
Reworded paragraphs (36)
Previous wording
On January 23, 2023, we acquired Oaktree Strategic Income II, Inc. (“OSI2”) pursuant to that certain Agreement and Plan of Merger (the “OSI2 Merger Agreement”), dated as of September 14, 2022, by and among OSI2, the Company, Project Superior Merger Sub, Inc., our wholly-owned subsidiary , and, solely for the limited purposes set forth therein, Oaktree. Pursuant to the OSI2 Merger Agreement, OSI2 was merged with and into us in a two-step transaction with us as the surviving company (the “OSI2 Merger”).
Current wording
On January 23, 2023, we acquired Oaktree Strategic Income II, Inc. (“OSI2”) pursuant to that certain Agreement and Plan of Merger (the “OSI2 Merger Agreement”), dated as of September 14, 2022, by and among OSI2, us, Project Superior Merger Sub, Inc., our wholly-owned subsidiary, and, solely for the limited purposes set forth therein, Oaktree. Pursuant to the OSI2 Merger Agreement, OSI2 was merged with and into us in a two-step transaction with us as the surviving company (the “OSI2 Merger”).
Previous wording
The fair value of our investments as of March 31, 2024 and September 30, 2023 was determined by Oaktree, as our valuation designee. We have and will continue to engage independent valuation firms to provide assistance each quarter 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. As of March 31, 2024, 99.9% of our portfolio at fair value was valued either based on market quotations, the transactions precedent approach or corroborated by independent valuation firms.
Current wording
The fair value of our investments as of June 30, 2024 and September 30, 2023 was determined by Oaktree, as our valuation designee. We have and will continue to engage independent valuation firms to provide assistance each quarter 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. As of June 30, 2024, 94.2% of our portfolio at fair value was valued either based on market quotations, the transactions precedent approach or corroborated by independent valuation firms.
Previous wording
As of March 31, 2024, we held $3,047.4 million of investments at fair value, up from $2,892.4 million held at September 30, 2023, primarily driven by purchases of investments during the six months ended March 31, 2024. As of March 31, 2024 and September 30, 2023, approximately 92.4% and 89.9%, respectively, of our total assets represented investments at fair value.
Current wording
As of June 30, 2024, we held $3,121.7 million of investments at fair value, up from $2,892.4 million held at September 30, 2023, primarily driven by purchases of investments during the nine months ended June 30, 2024. As of June 30, 2024 and September 30, 2023, approximately 94.0% and 89.9%, respectively, of our total assets represented investments at fair value.
Previous wording
Interest income, adjusted for accretion of original issue discount, or 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 March 31, 2024, there were five investments on non-accrual status that in the aggregate represented 4.3% and 2.4% of total debt investments at cost and fair value, respectively. As of September 30, 2023, there were there four investments on non-accrual status that in aggregate represented 2.4% and 1.8% of total debt investments at cost and fair value, respectively.
Current wording
Interest income, adjusted for accretion of original issue discount, or 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 June 30, 2024, there were eight investments on non-accrual status that in the aggregate represented 5.7% and 3.7% of total debt investments at cost and fair value, respectively. As of September 30, 2023, there were four investments on non-accrual status that in aggregate represented 2.4% and 1.8% of total debt investments at cost and fair value, respectively.
Previous wording
During the six months ended March 31, 2024, we originated $765.9 million of investment commitments in 34 new and 25 existing portfolio companies and funded $745.0 million of investments.
Current wording
During the nine months ended June 30, 2024, we originated $1,104.6 million of investment commitments in 45 new and 34 existing portfolio companies and funded $1,038.2 million of investments.
Previous wording
During the six months ended March 31, 2024, we received $536.2 million of proceeds from prepayments, exits, other paydowns and sales and exited 25 portfolio companies.
Current wording
During the nine months ended June 30, 2024, we received $721.7 million of proceeds from prepayments, exits, other paydowns and sales and exited 28 portfolio companies.
Previous wording
Both the cost and fair value of our SLF JV I Notes were $112.7 million as of each of March 31, 2024 and September 30, 2023. We earned interest income of $3.5 million and $7.1 million on the SLF JV I Notes for the three and six months ended March 31, 2024, respectively. We earned interest income of $3.2 million and $5.8 million on the SLF JV I Notes for the three and six months ended March 31, 2023, respectively. As of March 31, 2024, the SLF JV I Notes bore interest at a rate of one-month SOFR plus 7.00% per annum with a SOFR floor of 1.00% and will mature on December 29, 2028.
Current wording
Both the cost and fair value of our SLF JV I Notes were $112.7 million as of each of June 30, 2024 and September 30, 2023. We earned interest income of $3.5 million and $10.7 million on the SLF JV I Notes for the three and nine months ended June 30, 2024, respectively. We earned interest income of $3.4 million and $9.2 million on the SLF JV I Notes for the three and nine months ended June 30, 2023, respectively. As of June 30, 2024, the SLF JV I Notes bore interest at a rate of one-month SOFR plus 7.00% per annum with a SOFR floor of 1.00% and will mature on December 29, 2028.
Previous wording
The cost and fair value of the LLC equity interests in SLF JV I held by us was $54.8 million and $29.7 million, respectively, as of March 31, 2024, and $54.8 million and $28.9 million, respectively, as of September 30, 2023. We earned $1.4 million and $2.8 million in dividend income for the three and six months ended March 31, 2024, respectively, with respect to our investment in the LLC equity interests of SLF JV I. We earned $1.1 million and $2.1 million in dividend income for the three and six months ended March 31, 2023, respectively, with respect to its investment in the LLC equity interests of SLF JV I.
Current wording
The cost and fair value of the LLC equity interests in SLF JV I held by us was $54.8 million and $25.8 million, respectively, as of June 30, 2024, and $54.8 million and $28.9 million, respectively, as of September 30, 2023. We earned $1.4 million and $4.2 million in dividend income for the three and nine months ended June 30, 2024, respectively, with respect to our investment in the LLC equity interests of SLF JV I. We earned $1.1 million and $3.2 million in dividend income for the three and nine months ended June 30, 2023, respectively, with respect to its investment in the LLC equity interests of SLF JV I.
Previous wording
On March 19, 2021, we became party to the LLC agreement of the Glick JV. The Glick JV invests primarily in senior secured loans of middle-market companies. We co-invest in these securities with GF Equity Funding through the Glick JV. The Glick JV is managed by a four person Board of Directors, two of whom are selected by us and two of whom are selected by GF Equity Funding. All portfolio decisions and investment decisions in respect of the Glick JV must be approved by the Glick JV investment committee, consisting of one representative selected by us and one representative selected by GF Equity Funding (with approval from a representative of each required). Since we do not have a controlling financial interest in the Glick JV, we do not consolidate the Glick JV. The Glick JV is not an "eligible portfolio company" as defined in section 2(a)(46) of the Investment Company Act. The Glick JV is capitalized as transactions are completed. The members provide capital to the Glick
Current wording
On March 19, 2021, we became party to the LLC agreement of the Glick JV. The Glick JV invests primarily in senior secured loans of middle-market companies. We co-invest in these securities with GF Equity Funding through the Glick JV. The Glick JV is managed by a four person Board of Directors, two of whom are selected by us and two of whom are selected by GF Equity Funding. All portfolio decisions and investment decisions in respect of the Glick JV must be approved by the Glick JV investment committee, consisting of one representative selected by us and one representative selected by GF Equity Funding
Previous wording
JV in exchange for LLC equity interests, and we and GF Debt Funding, an entity advised by affiliates of GF Equity Funding, provide capital to the Glick JV in exchange for subordinated notes issued by the Glick JV, or the Glick JV Notes. The Glick JV Notes are junior in right of payment to the repayment of temporary contributions made by us to fund investments of the Glick JV that are repaid when GF Equity Funding and GF Debt Funding make their capital contributions and fund their Glick JV Notes, respectively.
Current wording
(with approval from a representative of each required). Since we do not have a controlling financial interest in the Glick JV, we do not consolidate the Glick JV. The Glick JV is not an "eligible portfolio company" as defined in section 2(a)(46) of the Investment Company Act. The Glick JV is capitalized as transactions are completed. The members provide capital to the Glick JV in exchange for LLC equity interests, and we and GF Debt Funding, an entity advised by affiliates of GF Equity Funding, provide capital to the Glick JV in exchange for subordinated notes issued by the Glick JV, or the Glick JV Notes. The Glick JV Notes are junior in right of payment to the repayment of temporary contributions made by us to fund investments of the Glick JV that are repaid when GF Equity Funding and GF Debt Funding make their capital contributions and fund their Glick JV Notes, respectively.
Previous wording
The cost and fair value of our aggregate investment in the Glick JV was $51.0 million and $51.3 million, respectively, as of March 31, 2024. The cost and fair value of our aggregate investment in the Glick JV was $50.3 million and $50.0 million, respectively, as of September 30, 2023. For the three and six months ended March 31, 2024, our investment in the Glick JV Notes earned interest income of $1.8 million and $3.6 million, respectively. For the three and six months ended March 31, 2023, our investment in the Glick JV Notes earned interest income of $1.6 million and $3.2 million, respectively. We did not earn any dividend income for the three and six months ended March 31, 2024 and 2023 with respect to our investment in the LLC equity interests of the Glick JV.
Current wording
The cost and fair value of our aggregate investment in the Glick JV was $51.3 million and $49.9 million, respectively, as of June 30, 2024. The cost and fair value of our aggregate investment in the Glick JV was $50.3 million and $50.0 million, respectively, as of September 30, 2023. For the three and nine months ended June 30, 2024, our investment in the Glick JV Notes earned interest income of $1.8 million and $5.4 million, respectively. For the three and nine months ended June 30, 2023, our investment in the Glick JV Notes earned interest income of $1.8 million and $5.0 million, respectively. We did not earn any dividend income for the three and nine months ended June 30, 2024 and 2023 with respect to our investment in the LLC equity interests of the Glick JV.
Previous wording
Comparison of Three and Six Months ended March 31, 2024 and March 31, 2023
Current wording
Comparison of Three and Nine Months ended June 30, 2024 and June 30, 2023
Previous wording
Total investment income for the three months ended March 31, 2024 and 2023 was $94.0 million and $96.3 million, respectively. For the three months ended March 31, 2024, this amount consisted of $90.1 million of interest income from portfolio investments (which included $4.8 million of PIK interest), $2.5 million of fee income and $1.4 million of dividend income. For the three months ended March 31, 2023, this amount consisted of $92.9 million of interest income from portfolio investments (which included $4.1 million of PIK interest), $2.4 million of fee income and $1.1 million of dividend income. The decrease of $2.3 million, or 2.4%, in our total investment income for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, was due primarily to a $2.8 million decrease in interest income, which resulted from purchase premium acceleration in connection with an exit, partially offset by a $0.4 million increase in dividend income and $0.2 million increase in fee income due to higher amendment fees.
Current wording
Total investment income for the three months ended June 30, 2024 and 2023 was $95.0 million and $101.9 million, respectively. For the three months ended June 30, 2024, this amount consisted of $92.1 million of interest income from portfolio investments (which included $6.1 million of PIK interest), $1.5 million of fee income and $1.4 million of dividend income. For the three months ended June 30, 2023, this amount consisted of $99.3 million of interest income from portfolio investments (which included $4.0 million of PIK interest), $1.6 million of fee income and $1.1 million of dividend income. The decrease of $6.9 million, or 6.8%, in our total investment income for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, was due primarily to a $7.2 million decrease in interest income, which resulted from a lower average investment portfolio, an increase in the number of non-accrual investments, and lower OID acceleration, partially offset by a $0.4 million increase in dividend income.
Previous wording
Total investment income for the six months ended March 31, 2024 and 2023 was $192.0 million and $175.5 million, respectively. For the six months ended March 31, 2024, this amount consisted of $185.3 million of interest income from portfolio investments (which included $8.7 million of PIK interest), $3.9 million of fee income and $2.8 million of dividend income. For the six months ended March 31, 2023, this amount consisted of $169.0 million of interest income from portfolio investments (which included $10.3 million of PIK interest), $4.4 million of fee income and $2.1 million of dividend income. The increase of $16.5 million, or 9.4%, in our total investment income for the six months ended March 31, 2024, as compared to the six months ended March 31, 2023, was due primarily to a $16.4 million increase in interest income, which was primarily driven by the impact of higher base rates on our floating rate debt portfolio and a larger investment portfolio primarily from the assets acquired in the OSI2 Merger, and a $0.7 million increase in dividend income. This was partially offset by a $0.5 million decrease in fee income due to lower exit fees.
Current wording
Total investment income for the nine months ended June 30, 2024 and 2023 was $287.0 million and $277.4 million, respectively. For the nine months ended June 30, 2024, this amount consisted of $277.4 million of interest income from portfolio investments (which included $14.8 million of PIK interest), $5.3 million of fee income and $4.2 million of dividend income. For the nine months ended June 30, 2023, this amount consisted of $268.3 million of interest income from portfolio investments (which included $14.2 million of PIK interest), $6.0 million of fee income and $3.2 million of dividend income. The increase of $9.6 million, or 3.5%, in our total investment income for the nine months ended June 30, 2024, as compared to the nine months ended June 30, 2023, was due primarily to a $9.2 million increase in interest income, which was primarily driven by the impact of higher base rates on our floating rate debt portfolio and a larger investment portfolio primarily from the assets acquired in the OSI2 Merger, and a $1.1 million increase in dividend income. This was partially offset by a $0.7 million decrease in fee income due to lower exit fees.
Previous wording
Net expenses (expenses net of fee waivers) for the three months ended March 31, 2024 and 2023 were $52.7 million and $50.3 million, respectively. Net expenses increased for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, by $2.3 million, or 4.6%. The increase in net expenses was primarily driven by $4.1 million of higher interest expense due to the impact of rising interest rates on our floating rate liabilities. This was partially offset by $0.9 million of lower professional fees and $0.7 million of lower general and administrative expenses.
Current wording
Net expenses (expenses net of fee waivers) for the three months ended June 30, 2024 and 2023 were $50.4 million and $53.5 million, respectively. Net expenses decreased for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, by $3.1 million, or 5.8%. The decrease in net expenses was primarily driven by a $4.5 million reduction in Part I incentive fees due to waivers and lower adjusted net investment income and $0.3 million of lower professional fees. This was partially offset by $1.7 million of higher interest expense due to the impact of rising interest rates on our floating rate liabilities.
Previous wording
Net expenses (expenses net of fee waivers) for the six months ended March 31, 2024 and 2023 were $106.5 million and $90.6 million, respectively. Net expenses increased for the six months ended March 31, 2024, as compared to the six months ended March 31, 2023, by $15.8 million, or 17.5%. The increase in net expenses was primarily driven by $15.5 million of higher interest expense due to the impact of rising interest rates on our floating rate liabilities and an increase in average borrowings outstanding. Further contributing to the increase were $0.8 million of increased part I incentive fees as a result of higher adjusted net investment income and $1.2 million of higher management fees (net of waivers) as a result of a larger investment portfolio. This was partially offset by $0.9 million of lower professional fees and $0.9 million of lower general and administrative expenses.
Current wording
Net expenses (expenses net of fee waivers) for the nine months ended June 30, 2024 and 2023 were $156.8 million and $144.1 million, respectively. Net expenses increased for the nine months ended June 30, 2024, as compared to the nine months ended June 30, 2023, by $12.7 million, or 8.8%. The increase in net expenses was primarily driven by $17.2 million of higher interest expense due to the impact of rising interest rates on our floating rate liabilities and an increase in average borrowings outstanding. Further contributing to the increase were 1.0 million of higher management fees (net of waivers) as a result of a larger investment portfolio. This was partially offset by a $3.7 million reduction in Part I incentive fees, $1.2 million of lower professional fees and $0.8 million of lower general and administrative expenses.
Previous wording
Net investment income for the three months ended March 31, 2024 decreased by $4.6 million compared to the three months ended March 31, 2023, primarily as a result of the $2.3 million decrease in total investment income and the $2.3 million increase in net expenses.
Current wording
Net investment income for the three months ended June 30, 2024 decreased by $3.8 million compared to the three months ended June 30, 2023, primarily as a result of the $6.9 million decrease in total investment income and the $3.1 million decrease in net expenses.
Previous wording
Net investment income for the six months ended March 31, 2024 increased by $0.8 million compared to the six months ended March 31, 2023, primarily as a result of the $16.5 million increase in total investment income and the $15.8 million increase in net expenses.
Current wording
Net investment income for the nine months ended June 30, 2024 decreased by $3.1 million compared to the nine months ended June 30, 2023, primarily as a result of the $9.6 million increase in total investment income and the $12.7 million increase in net expenses.
Previous wording
During the three months ended March 31, 2024 and 2023, we recorded aggregate net realized losses of $6.6 million and $6.1 million, respectively, in connection with the exits and restructurings of various investments and foreign currency forward contracts. During the six months ended March 31, 2024 and 2023, we recorded aggregate net realized losses of $15.1 million and $9.3 million, respectively, in connection with the exits and restructurings of various investments and foreign currency forward contracts. See “Note 8. Realized Gains or Losses and Net Unrealized Appreciation or Depreciation” in the notes to the accompanying Consolidated Financial Statements for more details regarding investment realization events for the three and six months ended March 31, 2024 and 2023.
Current wording
During the three months ended June 30, 2024 and 2023, we recorded aggregate net realized losses of $69.5 million and $10.6 million, respectively, in connection with the exits and restructurings of various investments and foreign currency forward contracts. During the nine months ended June 30, 2024 and 2023, we recorded aggregate net realized losses of $84.5 million and $19.9 million, respectively, in connection with the exits and restructurings of various investments and foreign currency forward contracts. See “Note 8. Realized Gains or Losses and Net Unrealized Appreciation or Depreciation” in the notes to the accompanying Consolidated Financial Statements for more details regarding investment realization events for the three and nine months ended June 30, 2024 and 2023.
Previous wording
During the three months ended March 31, 2024 and 2023, we recorded net unrealized depreciation of $25.3 million and $18.3 million, respectively. For the three months ended March 31, 2024, this consisted of $24.8 million of net unrealized depreciation on equity investments and $13.5 million of net unrealized depreciation on debt investments, partially offset by $10.9 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses) and $2.2 million of net unrealized appreciation of foreign currency forward contracts. For the three months ended March 31, 2023, this consisted of $24.5 million of net unrealized depreciation on debt investments and $4.9 million of net unrealized depreciation related to exited investments (a portion of which resulted in a reclassification to realized gains), partially offset by $9.5 million of net unrealized appreciation on equity investments and $1.6 million of net unrealized appreciation of foreign currency forward contracts.
Current wording
During the three months ended June 30, 2024 and 2023, we recorded net unrealized appreciation (depreciation) of $26.2 million and $(1.0) million, respectively. For the three months ended June 30, 2024, this consisted of $83.6 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses) and $1.1 million of net unrealized appreciation of foreign currency forward contracts, partially offset by $38.6 million of net unrealized depreciation on debt investments and $19.9 million of net unrealized depreciation on equity investments. For the three months ended June 30, 2023, this consisted of $9.8 million of net unrealized depreciation on debt investments and $0.8 million of net unrealized depreciation on equity investments, partially offset by $5.0 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses) and $4.6 million of net unrealized appreciation of foreign currency forward contracts.
Previous wording
During the six months ended March 31, 2024 and 2023, we recorded net unrealized depreciation of $50.3 million and $41.3 million, respectively. For the six months ended March 31, 2024, this consisted of $43.6 million of net unrealized depreciation on equity investments, $36.3 million of net unrealized depreciation on debt investments and $5.6 million of net unrealized depreciation of foreign currency forward contracts, partially offset by $35.3 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses). For the six months ended March 31, 2023, this consisted of $44.0 million of net unrealized depreciation on debt investments and $9.4 million of net unrealized depreciation of foreign currency forward contracts, partially offset by $8.3 million of net unrealized appreciation on equity investments and $3.8 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses).
Current wording
During the nine months ended June 30, 2024 and 2023, we recorded net unrealized depreciation of $24.1 million and $42.3 million, respectively. For the nine months ended June 30, 2024, this consisted of $49.6 million of net unrealized depreciation on debt investments, $30.5 million of net unrealized depreciation on equity investments and $4.5 million of net unrealized depreciation of foreign currency forward contracts, partially offset by $60.5 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses). For the nine months ended June 30, 2023, this consisted of $54.3 million of net unrealized depreciation on debt investments and $4.8 million of net unrealized depreciation of foreign currency forward contracts, partially offset by $11.8 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses) and $5.1 million of net unrealized appreciation on equity investments.
Previous wording
Our primary uses of cash are for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including our expenses, the management and incentive fees and any indemnification obligations), (3) debt service of borrowings and (4) cash distributions to stockholders. We may also from time to time repurchase or redeem some or all of our outstanding notes. At a special meeting of our stockholders held on
Current wording
Our primary uses of cash are for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including our expenses, the management and incentive fees and any indemnification obligations), (3) debt service of borrowings and (4) cash distributions to stockholders. We may also from time to time repurchase or redeem some or all of our outstanding notes. At a special meeting of our stockholders held on June 28, 2019, our stockholders approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the
Previous wording
June 28, 2019, our stockholders approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to us effective as of June 29, 2019. As a result of the reduced asset coverage requirement, we can incur $2 of debt for each $1 of equity as compared to $1 of debt for each $1 of equity. As of March 31, 2024, we had $1,680.7 million in senior securities and our asset coverage ratio was 188.04%. As of March 31, 2024, our target debt to equity ratio was 0.90x to 1.25x (i.e., one dollar of equity for each $0.90 to $1.25 of debt outstanding) and our net debt to equity ratio was 1.02x.
Current wording
Investment Company Act to us effective as of June 29, 2019. As a result of the reduced asset coverage requirement, we can incur $2 of debt for each $1 of equity as compared to $1 of debt for each $1 of equity. As of June 30, 2024, we had $1,743.4 million in senior securities and our asset coverage ratio was 183.36%. As of June 30, 2024, our target debt to equity ratio was 0.90x to 1.25x (i.e., one dollar of equity for each $0.90 to $1.25 of debt outstanding) and our net debt to equity ratio was 1.10x.
Previous wording
For the six months ended March 31, 2024, we experienced a net decrease in cash and cash equivalents (including restricted cash) of $8.0 million. During that period, net cash used in operating activities was $16.5 million, primarily from funding $733.5 million of investments, partially offset by $540.2 million of principal payments and sale proceeds received, the cash activities related to $85.6 million of net investment income, $85.1 million of net decreases in receivables and net increases in payables from unsettled transactions and a $13.6 million decrease in due from broker. During the same period, net cash provided by financing activities was $8.5 million, primarily consisting of $78.5 million of proceeds from the issuance of shares under the "at the market" offering and $20.0 million net borrowings under credit facilities, partially offset by $89.8 million of cash distributions paid to our stockholders.
Current wording
For the nine months ended June 30, 2024, we experienced a net decrease in cash and cash equivalents (including restricted cash) of $38.2 million. During that period, net cash used in operating activities was $76.4 million, primarily from funding $1,025.7 million of investments, partially offset by $723.8 million of principal payments and sale proceeds received, the cash activities related to $130.1 million of net investment income, $77.3 million of net decreases in receivables and net increases in payables from unsettled transactions and a $24.0 million decrease in due from broker. During the same period, net cash provided by financing activities was $38.5 million, primarily consisting of $92.7 million of proceeds from the issuance of shares under the "at the market" offering and $80.0 million net borrowings under credit facilities, partially offset by $133.1 million of cash distributions paid to our stockholders.
Previous wording
For the six months ended March 31, 2023, we experienced a net increase in cash and cash equivalents (including restricted cash) of $26.6 million. During that period, net cash used in operating activities was $63.7 million, primarily from funding $362.0 million of investments and $36.7 million of net decrease in net payables from unsettled transactions and $22.3 million of cash received in connection with the OSI2 Merger, partially offset by $262.9 million of principal payments and sale proceeds received, the cash activities related to $84.8 million of net investment income and a $20.6 million decrease in due from portfolio companies. During the same period, net cash provided by financing activities was $90.8 million, primarily consisting of $190.0 million of net borrowings under the credit facilities, partially offset by $97.8 million of cash distributions paid to our stockholders.
Current wording
For the nine months ended June 30, 2023, we experienced a net increase in cash and cash equivalents (including restricted cash) of $46.3 million. During that period, net cash used in operating activities was $15.0 million, primarily from funding $597.7 million of investments and $58.8 million of net increase in net receivables from unsettled transactions, partially offset by $521.2 million of principal payments and sale proceeds received, the cash activities related to $133.2 million of net investment income, $22.3 million of cash received in connection with the OSI2 merger and a $20.5 million decrease in due from portfolio companies. During the same period, net cash provided by financing activities was $61.0 million, primarily consisting of $210.0 million of net borrowings under the credit facilities, partially offset by $139.1 million of cash distributions paid to our stockholders.
Previous wording
As of March 31, 2024, we had $137.5 million in cash and cash equivalents (including $12.5 million of restricted cash), portfolio investments (at fair value) of $3.0 billion, $36.5 million of interest, dividends and fees receivable, $1.8 million of due from portfolio companies, $887.5 million of undrawn capacity on our credit facilities (subject to borrowing base and other limitations), $40.6 million of net payables from unsettled transactions, $730.0 million of borrowings outstanding under our credit facilities and $905.6 million of unsecured notes payable (net of unamortized financing costs, unaccreted discount and interest rate swap fair value adjustment).
Current wording
As of June 30, 2024, we had $107.3 million in cash and cash equivalents (including $11.0 million of restricted cash), portfolio investments (at fair value) of $3.1 billion, $27.6 million of interest, dividends and fees receivable, $1.0 million of due from portfolio companies, $827.5 million of undrawn capacity on our credit facilities (subject to borrowing base and other limitations), $32.8 million of net payables from unsettled transactions, $790.0 million of borrowings outstanding under our credit facilities and $907.2 million of unsecured notes payable (net of unamortized financing costs, unaccreted discount and interest rate swap fair value adjustment).
Previous wording
We may be 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 March 31, 2024, our only off-balance sheet arrangements consisted of $236.2 million of unfunded commitments, which was comprised of $209.1 million to provide debt and equity financing to certain of our portfolio companies and $27.1 million to provide financing to the JVs. Of the $209.1 million, approximately $179.0 million 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, 2023, our only off-balance sheet arrangements consisted of $232.7 million of unfunded commitments, which was comprised of $205.6 million to provide debt and equity financing to certain of our portfolio companies and $27.1 million to provide financing to the JVs. Of the $205.6 million, approximately $154.2 million can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions.
Current wording
We may be 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 June 30, 2024, our only off-balance sheet arrangements consisted of $291.4 million of unfunded commitments, which was comprised of $264.3 million to provide debt and equity financing to certain of our portfolio companies and $27.1 million to provide financing to the JVs. Of the $264.3 million, approximately $219.4 million 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, 2023, our only off-balance sheet arrangements consisted of $232.7 million of unfunded commitments, which was comprised of $205.6 million to provide debt and equity financing to certain of our portfolio companies and $27.1 million to provide financing to the JVs. Of the $205.6 million, approximately $154.2 million can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions.
Previous wording
During the three and six months ended March 31, 2024, we issued an aggregate of 96,850 and 195,455 shares, respectively, of common stock as part of the DRIP.
Current wording
During the three and nine months ended June 30, 2024, we issued an aggregate of 100,029 and 295,484 shares, respectively, of common stock as part of the DRIP.
Previous wording
In connection with the "at the market" offering, we issued and sold 3,975,169 shares of common stock during the six months ended March 31, 2024 for net proceeds of $78.3 million (net of offering costs).
Current wording
In connection with the "at the market" offering, we issued and sold 4,724,506 shares of common stock during the nine months ended June 30, 2024 for net proceeds of $92.5 million (net of offering costs).
Previous wording
In connection with the "at the market" offering, we did not issue or sell any shares of common stock during the six months ended March 31, 2023.
Current wording
In connection with the "at the market" offering, we did not issue or sell any shares of common stock during the nine months ended June 30, 2023.
Previous wording
As of March 31, 2024 and September 30, 2023, we had $450.0 million and $430.0 million of borrowings outstanding under the Syndicated Facility, which had a fair value of $450.0 million and $430.0 million, respectively. Our borrowings under the Syndicated Facility bore interest at a weighted average interest rate of 7.579% and 6.255% for the six months ended March 31, 2024 and 2023, respectively. For the three and six months ended March 31, 2024, we recorded interest expense (inclusive of fees) of $9.6 million and $19.1 million, respectively, related to the Syndicated Facility. For the three and six months ended March 31, 2023, we recorded interest expense (inclusive of fees) of $13.1 million and $23.1 million, respectively, related to the Syndicated Facility.
Current wording
As of June 30, 2024 and September 30, 2023, we had $505.0 million and $430.0 million of borrowings outstanding under the Syndicated Facility, which had a fair value of $505.0 million and $430.0 million, respectively. Our borrowings under the Syndicated Facility bore interest at a weighted average interest rate of 7.576% and 6.584% for the nine months ended June 30, 2024 and 2023, respectively. For the three and nine months ended June 30, 2024, we recorded interest expense (inclusive of fees) of $10.2 million and $29.3 million, respectively, related to the Syndicated Facility. For the three and nine months ended June 30, 2023, we recorded interest expense (inclusive of fees) of $14.3 million and $37.4 million, respectively, related to the Syndicated Facility.
Previous wording
Our borrowings under the Citibank Facility bore interest at a weighted average interest rate of 6.678% for the six months ended March 31, 2023. For the three and six months ended March 31, 2023, we recorded interest expense (inclusive of fees) of $2.9 million and $5.6 million, respectively, related to the Citibank Facility.
Current wording
Our borrowings under the Citibank Facility bore interest at a weighted average interest rate of 6.762% for the nine months ended June 30, 2023. For the three and nine months ended June 30, 2023, we recorded interest expense (inclusive of fees) of $2.4 million and $8.0 million, respectively, related to the Citibank Facility.
Previous wording
As of March 31, 2024, we were able to borrow up to $400 million under the OSI2 Citibank Facility (subject to borrowing base and other limitations). As of March 31, 2024, the OSI2 Citibank Facility had a reinvestment period through May 25, 2025, during which advances may be made, and matures on January 26, 2027. Following the reinvestment period, OSI 2 SPV will be required to make certain mandatory amortization payments. Borrowings under the OSI2 Citibank Facility bear interest payable quarterly at a rate per year equal to (a) in the case of a lender that is identified as a conduit lender, the lesser of (i) the applicable commercial paper rate for such conduit lender and (ii) SOFR plus 2.00% per annum on broadly syndicated loans and 2.75% per annum on all other eligible loans and (b) for all other lenders under the OSI2 Citibank Facility, SOFR plus 2.00% per annum on broadly syndicated loans and 2.75% per annum on all other eligible loans, subject in all cases to a minimum overall rate of SOFR plus 2.50% per annum. After the reinvestment period, the applicable spread is 4.00% per year. There is also a non-usage fee of 0.50% per year on the unused portion of the OSI2 Citibank Facility, payable quarterly; provided that if the unused portion of the OSI2 Citibank Facility is greater than 30% of the commitments under the OSI2 Citibank Facility, the non-usage fee will be based on an unused portion of 30% of the commitments under the OSI2 Citibank Facility. The OSI2 Citibank Facility is secured by a first priority security interest in substantially all of OSI 2 SPV’s assets. As part of the OSI2 Citibank Facility, OSI 2 SPV is subject to certain limitations as to how borrowed funds may be used and the types of loans that are eligible to be acquired by OSI 2 SPV including restrictions on sector concentrations, loan size, tenor and minimum investment ratings (or estimated ratings). The OSI2 Citibank Facility also contains certain requirements relating to interest coverage, collateral quality and portfolio performance, certain violations of which could result in the acceleration of the amounts due under the OSI2 Citibank Facility.
Current wording
As of June 30, 2024, we were able to borrow up to $400 million under the OSI2 Citibank Facility (subject to borrowing base and other limitations). As of June 30, 2024, the OSI2 Citibank Facility had a reinvestment period through May 25, 2027, during which advances may be made, and matures on January 26, 2029. Following the reinvestment period, OSI 2 SPV will be required to make certain mandatory amortization payments. Borrowings under the OSI2 Citibank Facility bear interest payable quarterly at a rate per year equal to SOFR plus 2.35% per annum. After the reinvestment period, the applicable spread is 3.35% per year. There is also a non-usage fee of 0.50% per year on the unused portion of the OSI2 Citibank Facility, payable quarterly; provided that if the unused portion of the OSI2 Citibank Facility is greater than 30% of the commitments under the OSI2 Citibank Facility, the non-usage fee will be based on an unused portion of 30% of the commitments under the OSI2 Citibank Facility. The OSI2 Citibank Facility is secured by a first priority security interest in substantially all of OSI 2 SPV’s assets. As part of the OSI2 Citibank Facility, OSI 2 SPV is subject to certain limitations as to how borrowed funds may be used and the types of loans that are eligible to be acquired by OSI 2 SPV including restrictions on sector concentrations, loan size, tenor and minimum investment ratings (or estimated ratings). The OSI2 Citibank Facility also contains certain requirements relating to interest coverage, collateral quality and portfolio performance, certain violations of which could result in the acceleration of the amounts due under the OSI2 Citibank Facility.
Previous wording
As of each of March 31, 2024 and September 30, 2023, we had $280.0 million outstanding under the OSI2 Citibank Facility, which had a fair value of $280.0 million. Our borrowings under the OSI2 Citibank Facility bore interest at a weighted average interest rate of 8.079% and 7.172% for the six months ended March 31, 2024 and the period from January 23, 2023 to March 31, 2023, respectively. For the three and six months ended March 31, 2024, we recorded interest expense (inclusive of fees) of $6.0 million and $12.1 million, respectively, related to the OSI2 Citibank Facility. For the period from January 23, 2023 to March 31, 2023, we recorded interest expense (inclusive of fees) of $3.1 million related to the OSI2 Citibank Facility.
Current wording
As of June 30, 2024 and September 30, 2023, we had $285.0 million and $280.0 million outstanding under the OSI2 Citibank Facility, which had a fair value of $285.0 million and $280.0 million, respectively. Our borrowings under the OSI2 Citibank Facility bore interest at a weighted average interest rate of 8.029% and 7.275% for the nine months ended June 30, 2024 and the period from January 23, 2023 to June 30, 2023, respectively. For the three and nine months ended June 30, 2024, we recorded interest expense (inclusive of fees) of $6.1 million and $18.1 million, respectively, related to the OSI2 Citibank Facility. For the three months ended June 30, 2023 and the period from January 23, 2023 to June 30, 2023, we recorded interest expense (inclusive of fees) of $4.9 million and $8.0 million, respectively, related to the OSI2 Citibank Facility.
Previous wording
The below table presents the components of interest and other debt expenses related to the 2025 Notes, the 2027 Notes and the 2029 Notes for the three and six months ended March 31, 2024:
Current wording
The below table presents the components of interest and other debt expenses related to the 2025 Notes, the 2027 Notes and the 2029 Notes for the three and nine months ended June 30, 2024:
Previous wording
The below table presents the components of interest and other debt expenses related to the 2025 Notes and the 2027 Notes for the three and six months ended March 31, 2023:
Current wording
The below table presents the components of interest and other debt expenses related to the 2025 Notes and the 2027 Notes for the three and nine months ended June 30, 2023: