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Oaktree Specialty Lending Corp

For the period ended Jun 30, 2025. Filed Aug 5, 2025.

View on SEC.gov

About this filing

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, 2025 · Filed Aug 5, 2025

OCSL$12.50-0.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-01.

0001414932-25-000010

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-05.

0001414932-25-000016

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The 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 165 previous paragraphs and 164 current paragraphs.

122 unchanged; 39 reworded; 3 added; 3 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 16 previous and 16 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.

Added paragraphs (3)

Current report

During the three and nine months ended June 30, 2024, we issued 100,029 and 295,484 shares of common stock, respectively, as part of the DRIP.

Current report

In connection with the termination of the OSI2 Citibank Facility, we accelerated $3.1 million of deferred financing costs into interest expense during the three and nine months ended June 30, 2025.
Removed paragraphs (3)

Previous report

During the three and six months ended March 31, 2024, we issued 96,850 shares of common stock as part of the dividend reinvestment plan, or DRIP.

Previous report

As of March 31, 2025, 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, 2025, 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 report

On April 8, 2025, we entered into an amendment to the Syndicated Facility to, among other things, (1) generally reduce interest rate margins from 2.00% plus a SOFR adjustment (ranging between 0.11448% and 0.26161%) to 1.875% plus a SOFR adjustment of 0.10% on SOFR loans and reduce the interest rate margin from 1.00% to 0.875% plus a SOFR adjustment of 0.10% on alternate base rate loans, (2) remove the Consolidated Interest Coverage Ratio covenant, (3) decrease the facility size from $1.218 billion to $1.160 billion, (4) increase the "accordion" feature to allow expansion up to $1.50 billion, and (5) extend the reinvestment period and final maturity date to April 8, 2029, and April 8, 2030, respectively.
Reworded paragraphs (39)

Previous wording

Oaktree seeks to obtain at least two quotations for the subject or similar securities, typically from pricing vendors. If Oaktree is unable to obtain two quotes from pricing vendors, or if the prices obtained from pricing vendors are not within our set threshold, Oaktree seeks to obtain a quote directly from a broker making a market for the asset. Oaktree 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. Oaktree 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, Oaktree performs due diligence procedures over pricing vendors to understand their methodology and controls to support their use in the valuation process. Generally, Oaktree does not adjust any of the prices received from these sources.

Current wording

Oaktree seeks to obtain at least two quotations for the subject or similar securities, typically from pricing vendors. If Oaktree is unable to obtain two quotes from pricing vendors, or if the prices obtained from pricing vendors are not within our set threshold, Oaktree seeks to obtain a quote directly from a broker making a market for the asset. Oaktree 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. Generally, Oaktree does not adjust any of the prices received from these sources. Oaktree 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, Oaktree performs due diligence procedures over pricing vendors to understand their methodology and controls to support their use in the valuation process.

Previous wording

The fair value of our investments as of March 31, 2025 and September 30, 2024 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, 2025, 100% 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, 2025 and September 30, 2024 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, 2025, 97.5% 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, 2025, we held $2,892.8 million of investments at fair value, down from $3,021.3 million held at September 30, 2024, primarily driven by net realized and unrealized losses and sales of investments during the six months ended March 31, 2025. As of March 31, 2025 and September 30, 2024, approximately 93.9% and 94.5%, respectively, of our total assets represented investments at fair value.

Current wording

As of June 30, 2025, we held $2,809.4 million of investments at fair value, down from $3,021.3 million held at September 30, 2024, primarily driven by investment repayments and net realized and unrealized losses on the investment portfolio during the nine months ended June 30, 2025. As of June 30, 2025 and September 30, 2024, approximately 94.8% and 94.5%, 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, 2025, there were ten investments on non-accrual status that in the aggregate represented 7.6% and 4.6% of total debt investments at cost and fair value, respectively. As of September 30, 2024, there were nine investments on non-accrual status that in aggregate represented 4.9% and 4.0% 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, 2025, there were ten investments on non-accrual status that in the aggregate represented 6.6% and 3.2% of total debt investments at cost and fair value, respectively. As of September 30, 2024, there were nine investments on non-accrual status that in aggregate represented 4.9% and 4.0% of total debt investments at cost and fair value, respectively.

Previous wording

During the six months ended March 31, 2025, we originated $605.1 million of investment commitments in 29 new and 16 existing portfolio companies and funded $607.1 million of investments.

Current wording

During the nine months ended June 30, 2025, we originated $752.3 million of investment commitments in 34 new and 22 existing portfolio companies and funded $750.4 million of investments.

Previous wording

During the six months ended March 31, 2025, we received $631.8 million of proceeds from prepayments, exits, other paydowns and sales and exited 21 portfolio companies.

Current wording

During the nine months ended June 30, 2025, we received $881.2 million of proceeds from prepayments, exits, other paydowns and sales and exited 29 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, 2025 and September 30, 2024. We earned interest income of $3.2 million and $6.7 million on the SLF JV I Notes for the three and six months ended March 31, 2025, respectively. The Company 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. As of March 31, 2025, 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, 2025 and September 30, 2024. We earned interest income of $3.3 million and $9.9 million on the SLF JV I Notes for the three and nine months ended June 30, 2025, respectively. The Company 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. As of June 30, 2025, 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 $16.0 million, respectively, as of March 31, 2025, and $54.8 million and $22.5 million, respectively, as of September 30, 2024. We earned $0.7 million and $1.4 million in dividend income for the three and six months ended March 31, 2025, respectively, with respect to our investment in the LLC equity interests of SLF JV I. 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 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 $14.9 million, respectively, as of June 30, 2025, and $54.8 million and $22.5 million, respectively, as of September 30, 2024. We earned $0.5 million and $1.9 million in dividend income for the three and nine months ended June 30, 2025, respectively, with respect to our investment in the LLC equity interests of SLF JV I. 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 its investment in the LLC equity interests of SLF JV I.

Previous wording

The cost and fair value of our aggregate investment in the Glick JV was $52.4 million and $47.3 million, respectively, as of March 31, 2025. The cost and fair value of our aggregate investment in the Glick JV was $51.7 million and $48.9 million, respectively, as of September 30, 2024. For the three and six months ended March 31, 2025, our investment in the Glick JV Notes earned interest income of $1.7 million and $3.4 million, respectively. 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. We did not earn any dividend income for the three and six months ended March 31, 2025 and 2024 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 $52.7 million and $47.1 million, respectively, as of June 30, 2025. The cost and fair value of our aggregate investment in the Glick JV was $51.7 million and $48.9 million, respectively, as of September 30, 2024. For the three and nine months ended June 30, 2025, our investment in the Glick JV Notes earned interest income of $1.7 million and $5.1 million, respectively. 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. We did not earn any dividend income for the three and nine months ended June 30, 2025 and 2024 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, 2025 and March 31, 2024

Current wording

Comparison of Three and Nine Months ended June 30, 2025 and June 30, 2024

Previous wording

Total investment income for the three months ended March 31, 2025 and 2024 was $77.6 million and $94.0 million, respectively. For the three months ended March 31, 2025, this amount consisted of $75.1 million of interest income from portfolio investments (which included $4.5 million of PIK interest), $1.7 million of fee income and $0.8 million of dividend income. 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. The decrease of $16.5 million, or 17.5%, in our total investment income for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was due primarily to a $15.0 million decrease in interest income, which resulted from decreases in reference rates, the impact of certain investments that were placed on non-accrual status and a smaller investment portfolio, $0.8 million of lower fee income driven by lower amendment fees and a $0.6 million decrease in dividend income primarily driven by our investment in SLF JV I.

Current wording

Total investment income for the three months ended June 30, 2025 and 2024 was $75.3 million and $95.0 million, respectively. For the three months ended June 30, 2025, this amount consisted of $74.5 million of interest income from portfolio investments (which included $5.1 million of PIK interest), $0.3 million of fee income and $0.5 million of dividend income. 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. The decrease of $19.7 million, or 20.7%, in our total investment income for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, was due primarily to a $17.6 million decrease in interest income, which resulted from decreases in reference rates, the impact of certain investments that were placed on non-accrual status and a smaller investment portfolio, $1.2 million of lower fee income driven by lower prepayment and amendment fees and a $0.9 million decrease in dividend income primarily driven by our investment in SLF JV I.

Previous wording

Total investment income for the six months ended March 31, 2025 and 2024 was $164.2 million and $192.0 million, respectively. For the six months ended March 31, 2025, this amount consisted of $159.2 million of interest income from portfolio investments (which included $10.3 million of PIK interest), $3.4 million of fee income and $1.6 million of dividend income. 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. The decrease of $27.8 million, or 14.5%, in our total investment income for the six months ended March 31, 2025, as compared to the six months ended March 31, 2024, was due primarily to a $26.1 million decrease in interest income, which resulted from decreases in reference rates, the impact of certain investments that were placed on non-accrual status and a smaller investment portfolio, a $1.2 million decrease in dividend income primarily driven by our investment in SLF JV I and $0.4 million of lower fee income driven by lower amendment fees.

Current wording

Total investment income for the nine months ended June 30, 2025 and 2024 was $239.5 million and $287.0 million, respectively. For the nine months ended June 30, 2025, this amount consisted of $233.7 million of interest income from portfolio investments (which included $15.3 million of PIK interest), $3.7 million of fee income and $2.1 million of dividend income. 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. The decrease of $47.5 million, or 16.5%, in our total investment income for the nine months ended June 30, 2025, as compared to the nine months ended June 30, 2024, was due primarily to a $43.8 million decrease in interest income, which resulted from decreases in reference rates, the impact of certain investments that were placed on non-accrual status and a smaller investment portfolio, a $2.1 million decrease in dividend income primarily driven by our investment in SLF JV I and $1.6 million of lower fee income driven by lower prepayment and amendment fees.

Previous wording

Net expenses (i.e., expenses net of fee waivers) for the three months ended March 31, 2025 and 2024 were $38.2 million and $52.7 million, respectively. Net expenses decreased for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, by $14.4 million, or 27.4%. The decrease in net expenses was primarily driven by a $8.5 million reduction in Part I incentive fees (net of waivers) due to the implementation of a total return hurdle, $3.7 million of lower interest expense due to decrease in reference rates and a lower average borrowings outstanding and $2.8 million of lower management fees (net of waivers).

Current wording

Net expenses (i.e., expenses net of fee waivers) for the three months ended June 30, 2025 and 2024 were $41.7 million and $50.4 million, respectively. Net expenses decreased for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, by $8.7 million, or 17.2%. The decrease in net expenses was primarily driven by a $4.7 million reduction in Part I incentive fees (net of waivers) due to the implementation of a total return hurdle, $3.1 million of lower management fees (net of waivers) and $1.5 million of lower interest expense due to decrease in reference rates and a lower average borrowings outstanding, partially offset by $0.3 million increase in professional fees.

Previous wording

Net expenses (i.e., expenses net of fee waivers) for the six months ended March 31, 2025 and 2024 were $80.3 million and $106.5 million, respectively. Net expenses decreased for the six months ended March 31, 2025, as compared to the six months ended March 31, 2024, by $26.1 million, or 24.6%. The decrease in net expenses was primarily driven by a $15.9 million reduction in Part I incentive fees (net of waivers) due to the implementation of a total return hurdle, $5.3 million of lower interest expense due to decrease in reference rates and a lower average borrowings outstanding and $5.4 million of lower management fees (net of waivers).

Current wording

Net expenses (i.e., expenses net of fee waivers) for the nine months ended June 30, 2025 and 2024 were $122.1 million and $156.8 million, respectively. Net expenses decreased for the nine months ended June 30, 2025, as compared to the nine months ended June 30, 2024, by $34.8 million, or 22.2%. The decrease in net expenses was primarily driven by a $20.7 million reduction in Part I incentive fees (net of waivers) due to the implementation of a total return hurdle, $8.4 million of lower management fees (net of waivers) and $6.8 million of lower interest expense due to decrease in reference rates and a lower average borrowings outstanding, partially offset by $0.9 million increase in general and administrative expenses and $0.3 million increase in administrator expense.

Previous wording

Net investment income for the six months ended March 31, 2025 decreased by $2.2 million compared to the six months ended March 31, 2024, as a result of the $27.8 million decrease in total investment income and a $0.5 million increase in the provision for taxes on net investment income, partially offset by a $26.1 million decrease in net expenses.

Current wording

Net investment income for the three months ended June 30, 2025 decreased by $11.1 million compared to the three months ended June 30, 2024, as a result of the $19.7 million decrease in total investment income, partially offset by a $8.7 million decrease in net expenses.

Previous wording

Net investment income for the three months ended March 31, 2025 decreased by $2.3 million compared to the three months ended March 31, 2024, as a result of the $16.5 million decrease in total investment income and a $0.3 million increase in the provision for taxes on net investment income, partially offset by a $14.4 million decrease in net expenses.

Current wording

Net investment income for the nine months ended June 30, 2025 decreased by $13.3 million compared to the nine months ended June 30, 2024, as a result of the $47.5 million decrease in total investment income and a $0.6 million increase in the provision for taxes on net investment income, partially offset by a $34.8 million decrease in net expenses.

Previous wording

During the three months ended March 31, 2025 and 2024, we recorded aggregate net realized gains (losses) of $6.7 million and $(6.6) million, respectively, in connection with the exits and restructurings of various investments and foreign currency forward contracts. During the six months ended March 31, 2025 and 2024, we recorded aggregate net realized losses of $10.6 million and $15.1 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, 2025 and 2024.

Current wording

During the three months ended June 30, 2025 and 2024, we recorded aggregate net realized losses of $13.4 million and $69.5 million, respectively, in connection with the exits and restructurings of various investments and foreign currency forward contracts. During the nine months ended June 30, 2025 and 2024, we recorded aggregate net realized losses of $24.0 million and $84.5 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, 2025 and 2024.

Previous wording

During the three months ended March 31, 2025 and 2024, we recorded net unrealized depreciation of $82.0 million and $25.3 million, respectively. For the three months ended March 31, 2025, this consisted of $63.0 million of net unrealized depreciation on debt investments, $10.0 million of net unrealized depreciation on equity investments and $14.7 million of net unrealized depreciation of foreign currency forward contracts, partially offset by $5.7 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses). 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.

Current wording

During the three months ended June 30, 2025 and 2024, we recorded net unrealized appreciation of $18.6 million and $26.2 million, respectively. For the three months ended June 30, 2025, this consisted of $14.2 million of net unrealized appreciation on equity investments, $1.9 million of net unrealized appreciation of foreign currency forward contracts, $1.5 million of net unrealized appreciation on debt investments and $0.9 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses). 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.

Previous wording

During the six months ended March 31, 2025 and 2024, we recorded net unrealized depreciation of $101.6 million and $50.3 million, respectively. For the six months ended March 31, 2025, this consisted of $85.7 million of net unrealized depreciation on debt investments, $28.2 million of net unrealized depreciation on equity investments and $4.2 million of net unrealized depreciation of foreign currency forward contracts, partially offset by $16.5 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, 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).

Current wording

During the nine months ended June 30, 2025 and 2024, we recorded net unrealized depreciation of $83.1 million and $24.1 million, respectively. For the nine months ended June 30, 2025, this consisted of $88.6 million of net unrealized depreciation on debt investments, $13.8 million of net unrealized depreciation on equity investments and $2.3 million of net unrealized depreciation of foreign currency forward contracts, partially offset by $21.6 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, 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).

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 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, 2025, we had $1,478.1 million in senior securities and our asset coverage ratio was 198.34%. As of March 31, 2025, 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 0.93x.

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 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, 2025, we had $1,466.1 million in senior securities and our asset coverage ratio was 199.86%. As of June 30, 2025, 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 0.93x.

Previous wording

For the six months ended March 31, 2025, we experienced a net increase in cash and cash equivalents (including restricted cash) of $29.7 million. During that period, net cash provided by operating activities was $206.0 million, primarily from $640.3 million of principal payments and sale proceeds received and the cash activities related to $83.4 million of net investment income, partially offset by funding $600.9 million of investments, $93.6 million of net increases in payables from unsettled transactions and a $8.1 million increase in due from broker. During the same period, net cash used in financing activities was $177.3 million, primarily consisting of $80.9 million of cash distributions paid to our stockholders, $190.0 million of net repayments under our credit facilities, partially offset by $103.0 million of proceeds from issuance of shares.

Current wording

For the nine months ended June 30, 2025, we experienced a net increase in cash and cash equivalents (including restricted cash) of $1.3 million. During that period, net cash provided by operating activities was $227.0 million, primarily from $871.8 million of principal payments and sale proceeds received and the cash activities related to $116.8 million of net investment income, partially offset by funding $739.4 million of investments and $9.1 million of net decreases in payables from unsettled transactions. During the same period, net cash used in financing activities was $229.1 million, primarily consisting of $114.1 million of cash distributions paid to our stockholders, $200.0 million of net repayments under our credit facilities, partially offset by $103.0 million of proceeds from issuance of shares.

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

As of March 31, 2025, we had $108.2 million in cash and cash equivalents (including $10.4 million of restricted cash), portfolio investments (at fair value) of $2.9 billion, $22.8 million of interest, dividends and fees receivable, $0.3 million of due from portfolio companies, $1,097.5 million of undrawn capacity on our credit facilities (subject to borrowing base and other limitations), $91.7 million of net payables from unsettled transactions, $520.0 million of borrowings outstanding under our credit facilities and $928.5 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, 2025, we had $79.8 million in cash and cash equivalents, portfolio investments (at fair value) of $2.8 billion, $23.3 million of interest, dividends and fees receivable, $0.3 million of due from portfolio companies, $650.0 million of undrawn capacity on our credit facilities (subject to borrowing base and other limitations), $11.0 million of net receivables from unsettled transactions, $510.0 million of borrowings outstanding under our credit facilities and $937.6 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, 2025, our only off-balance sheet arrangements consisted of $299.8 million of unfunded commitments, which was composed of $272.6 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 $272.6 million, approximately $252.0 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, 2024, our only off-balance sheet arrangements consisted of $311.4 million of unfunded commitments, which was comprised of $284.3 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 $284.3 million, approximately $247.6 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, 2025, our only off-balance sheet arrangements consisted of $305.3 million of unfunded commitments, which was composed of $278.2 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 $278.2 million, approximately $264.4 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, 2024, our only off-balance sheet arrangements consisted of $311.4 million of unfunded commitments, which was comprised of $284.3 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 $284.3 million, approximately $247.6 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

The following table reflects our contractual obligations arising from the Syndicated Facility, the OSI2 Citibank Facility, the 2027 Notes, the 2029 Notes and the 2030 Notes:

Current wording

The following table reflects our contractual obligations arising from the Syndicated Facility, the 2027 Notes, the 2029 Notes and the 2030 Notes:

Previous wording

We are party to an equity distribution agreement, dated February 7, 2022, as amended, by and among us, Oaktree and Oaktree Administrator and Keefe, Bruyette & Woods, Inc., Citizens JMP Securities, LLC and Raymond James & Associates, Inc., pursuant to which we may offer and sell shares of our common stock from time to time having an aggregate offering price of up to $300.0 million under our current shelf registration statement. Sales of the common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or similar securities exchanges or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices.

Current wording

We are party to an equity distribution agreement, dated February 7, 2022, as amended, by and among us, Oaktree and Oaktree Administrator and Keefe, Bruyette & Woods, Inc., Citizens JMP Securities, LLC, Raymond James & Associates, Inc. and SMBC Nikko Securities America, Inc., pursuant to which we may offer and sell shares of our common stock from time to time having an aggregate offering price of up to $300.0 million under our current shelf registration statement. Sales of the common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or similar securities exchanges or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices.

Previous wording

In connection with the "at the market" offering, we issued and sold 168,055 shares of common stock during the six months ended March 31, 2025 for net proceeds of $3.0 million (net of offering costs).

Current wording

In connection with the "at the market" offering, we issued and sold 168,055 shares of common stock during the nine months ended June 30, 2025 for net proceeds of $3.0 million (net of offering costs).

Previous wording

In connection with the at-the-market offering, an affiliate of Oaktree made supplemental payments to us in an amount equal to $0.3 million for the three months ended March 31, 2025 to ensure that the sales price per share of common stock was not less than our current net asset value per share. These amounts are included in gross proceeds in the table above.

Current wording

In connection with the at-the-market offering, an affiliate of Oaktree made supplemental payments to us in an amount equal to $0.3 million during the nine months ended June 30, 2025 to ensure that the sales price per share of common stock was not less than our current net asset value per share. These amounts are included in gross proceeds in the table above.

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

On January 31, 2025, the Company and Oaktree Capital I, L.P., an affiliate of Oaktree, entered into a purchase agreement pursuant to which Oaktree Capital I, L.P. purchased 5,672,149 shares of our common stock on February 3, 2025 for an aggregate purchase price of $100.0 million. These shares were sold at $17.63 per share, which was our net asset value per share

Current wording

On January 31, 2025, we and Oaktree Capital I, L.P., an affiliate of Oaktree, entered into a purchase agreement pursuant to which Oaktree Capital I, L.P. purchased 5,672,149 shares of our common stock on February 3, 2025 for an aggregate purchase price of $100.0 million. These shares were sold at $17.63 per share, which was our net asset value per share January 31, 2025 as calculated in accordance with Section 23 of the Investment Company Act. Oaktree Capital I, L.P. has agreed not to sell the shares acquired in this transaction through February 3, 2026.

Previous wording

As of March 31, 2025, (i) the size of the our senior secured revolving credit facility, or, as amended and/or restated from time to time, the Syndicated Facility, pursuant to a senior secured revolving credit agreement, with the lenders, ING Capital LLC, as administrative agent, ING Capital LLC, JPMorgan Chase Bank, N.A., BofA Securities, Inc. and MUFG Union Bank, N.A. as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents, was $1.218 billion (with an “accordion” feature that permits us, under certain circumstances, to increase the size of the facility to up to the greater of $1.25 billion and our net worth (as defined in the Syndicated Facility) on the date of such increase), (ii) the period during which we may make drawings on $1.035 billion of commitments will expire on June 23, 2027 and the maturity date was June 23, 2028, (iii) the period during which we may make drawings with respect to the remaining commitments will expire on May 4, 2025 and the maturity date is May 4, 2026 and (iv) the interest rate margin for (a) SOFR loans (which may be 1- or 3-month, at our option) was 2.00% plus a SOFR adjustment which ranges between 0.11448% and 0.26161% and (b) alternate base rate loans was 1.00%.

Current wording

As of June 30, 2025, (i) the size of the our senior secured revolving credit facility, or, as amended and/or restated from time to time, the Syndicated Facility, pursuant to a senior secured revolving credit agreement, with the lenders, ING Capital LLC, as administrative agent, ING Capital LLC, JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents, was $1.160 billion (with an “accordion” feature that permits us, under certain circumstances, to increase the size of the facility to up to the greater of $1.50 billion and our net worth (as defined in the Syndicated Facility) on the date of such increase), (ii) the period during which we may make drawings will expire on April 8, 2029 and the maturity date was April 8, 2030 and (iii) the interest rate margin for (a) SOFR loans (which may be 1- or 3-month at our option) was 1.875% plus a SOFR adjustment equal to 0.10% and (b) alternate base rate loans was 0.875% plus a SOFR adjustment equal to 0.10%; provided that, if at any time the Borrowing Base (as defined in the Syndicated Facility) is greater than 1.60 times the Combined Debt Amount (as defined in the Syndicated Facility), the interest rate margin with respect to (a) SOFR loans will be 1.75% plus a SOFR adjustment equal to 0.10% and (b) alternate base rate loans will be 0.75% plus a SOFR adjustment equal to 0.10%.

Previous wording

(1) As contractually required, we report financial covenants based on the last filed quarterly or annual report, in this case our Annual Report on Form 10-K for the year ended September 30, 2024. We were in compliance with all financial covenants under the Syndicated Facility based on the financial information contained in this Quarterly Report on Form 10-Q.

Current wording

(1) As contractually required, we report financial covenants based on the last filed quarterly or annual report, in this case our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. We were in compliance with all financial covenants under the Syndicated Facility based on the financial information contained in this Quarterly Report on Form 10-Q.

Previous wording

As of each of March 31, 2025 and September 30, 2024, we had $430.0 million of borrowings outstanding under the Syndicated Facility, which had a fair value of $430.0 million. Our borrowings under the Syndicated Facility bore interest at a weighted average interest rate of 6.651% and 7.579% for the six months ended March 31, 2025 and 2024, respectively. For the three and six months ended March 31, 2025, we recorded interest expense (inclusive of fees) of $8.4 million and $17.8 million, respectively, related to the Syndicated Facility. 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.

Current wording

As of June 30, 2025 and September 30, 2024, we had $510.0 million and $430.0 million of borrowings outstanding under the Syndicated Facility, which had a fair value of $510.0 million and $430.0 million, respectively. Our borrowings under the Syndicated Facility bore interest at a weighted average interest rate of 6.533% and 7.576% for the nine months ended June 30, 2025 and 2024, respectively. For the three and nine months ended June 30, 2025, we recorded interest expense (inclusive of fees) of $9.7 million and $27.5 million, respectively, related to the Syndicated Facility. 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.

Previous wording

On January 23, 2023, we became party to a revolving credit facility, or, as amended and/or restated from time to time, the OSI2 Citibank Facility, with OSI 2 Senior Lending SPV, LLC, or OSI 2 SPV, our wholly-owned and consolidated subsidiary, as the borrower, us, as collateral manager, each of the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Deutsche Bank Trust Company Americas, as collateral agent.

Current wording

On January 23, 2023, we became party to a revolving credit facility, or, as amended and/or restated from time to time, the OSI2 Citibank Facility, with OSI 2 Senior Lending SPV, LLC, our wholly-owned and consolidated subsidiary, as the borrower, us, as collateral manager, each of the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Deutsche Bank Trust Company Americas, as collateral agent. On May 14, 2025, we repaid all outstanding borrowings under the OSI2 Citibank Facility, following which the OSI2 Citibank Facility was terminated. Obligations under the OSI2 Citibank Facility would have otherwise matured on January 26, 2029.

Previous wording

As of each of March 31, 2025 and September 30, 2024, we had $90.0 million and $280.0 million outstanding under the OSI2 Citibank Facility, respectively, which had a fair value of $90.0 million and $280.0 million, respectively. Our borrowings under the OSI2 Citibank Facility bore interest at a weighted average interest rate of 6.876% and 8.079% for the six months ended March 31, 2025 and 2024, respectively. For the three and six months ended March 31, 2025, we recorded interest expense (inclusive of fees) of $4.2 million and $9.9 million, respectively, related to the OSI2 Citibank Facility. 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.

Current wording

As of September 30, 2024, 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 6.741% and 8.029% for the nine months ended June 30, 2025 and 2024, respectively. For the three and nine months ended June 30, 2025, we recorded interest expense (inclusive of fees) of $4.5 million and $14.4 million, respectively, related to the OSI2 Citibank Facility. 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.

Previous wording

The below table presents the components of interest and other debt expenses related to the 2025 Notes, the 2027 Notes, the 2029 Notes and the 2030 Notes for the three and six months ended March 31, 2025:

Current wording

The below table presents the components of interest and other debt expenses related to the 2025 Notes, the 2027 Notes, the 2029 Notes and the 2030 Notes for the three and nine months ended June 30, 2025:

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

To maintain RIC tax treatment, we must, among other things, distribute (or be deemed to distribute) dividends, with respect to each taxable year, of an amount at least equal to 90% of our investment company taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term capital losses, if any), determined without regard to any deduction for dividends paid. As a RIC, we are also subject to a federal excise tax, based on distribution requirements of our taxable income on a calendar year basis. We anticipate timely distribution of our taxable income in accordance with tax rules. We did not incur a U.S. federal excise tax for calendar year 2023. We do not expect to incur a U.S. federal excise tax for calendar year 2024.

Current wording

To maintain RIC tax treatment, we must, among other things, distribute (or be deemed to distribute) dividends, with respect to each taxable year, of an amount at least equal to 90% of our investment company taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term capital losses, if any), determined without regard to any deduction for dividends paid. As a RIC, we are also subject to a federal excise tax, based on distribution requirements of our taxable income on a calendar year basis. We anticipate timely distribution of our taxable income in accordance with tax rules. We did not incur a U.S. federal excise tax for calendar year 2023 or 2024. We do not expect to incur a U.S. federal excise tax for calendar year 2025.

Previous wording

On April 28, 2025, our Board of Directors declared quarterly and supplemental distributions of $0.40 per share and $0.02 per share, respectively, payable in cash on June 30, 2025 to stockholders of record on June 16, 2025.

Current wording

On July 28, 2025, our Board of Directors declared a quarterly distribution of $0.40 per share, payable in cash on September 30, 2025 to stockholders of record on September 15, 2025.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

January 31, 2025 as calculated in accordance with Section 23 of the Investment Company Act. Oaktree Capital I, L.P. has agreed not to sell the shares acquired in this transaction through February 3, 2026.